NOTICE OF ANNUAL MEETING OF SHAREHOLDERS To ... - Gildan

of Directors will make its final decision and announce it in a press release within ninety (90) days following the
shareholders’ meeting. A director who tenders his or her resignation pursuant to this policy will not participate in
any meeting of the Board of Directors or the Corporate Governance Committee at which the resignation is
considered.
BOARD OF DIRECTORS’ COMPENSATION
The directors’ compensation program is designed to attract and retain the most qualified people to serve on the
Corporation’s Board of Directors and its committees. Based on the increased size and scale of the Corporation’s
activities, as well as a review of the director compensation practices of comparable Canadian and U.S. companies
conducted by an outside compensation consultant, the Board of Directors increased the retainers for the Board
chair, committee chairs, committee members and Board members effective April 1, 2006. Annual retainers and
attendance fees are paid to the members of the Board of Directors who are not employees or officers of the
Corporation (“Outside Directors”) on the following basis (all amounts are in U.S. dollars):
Directors’ Compensation Schedule
Effective until
March 31, 2006
-8-
Effective
April 1, 2006
Board Chair Retainer $47,500 $85,000
Board Retainer $47,500 $50,000 (1)
Committee Chair Retainer
- Audit and Finance $9,000 $15,000
- Compensation and Human Resources $9,000 $15,000
- Corporate Governance
Committee Member Retainer
$9,000 $9,000
- Audit and Finance $1,000 $4,000
- Compensation and Human Resources $1,000 $4,000
- Corporate Governance
Meeting Attendance Fees
$1,000 $4,000
- Board Meeting $1,250 $1,250
- Committee Meeting $1,250 $1,250
(1) As of April 1, 2006, at least 50% of the Board retainer is paid in deferred share units and the balance is paid in cash.
Outside Directors are reimbursed for travel and other out-of-pocket expenses incurred in attending Board or
committee meetings.
Stock Ownership Policy for Directors
On August 3, 2004, the Board of Directors adopted a stock ownership policy for directors (the “Ownership
Policy”) pursuant to which each Outside Director is expected, over a period of five (5) years, to own and maintain
ownership of an amount of the Corporation’s Common Shares (or deferred share units) which is equivalent in value
to three (3) times the annual Board retainer (based on the market value of the Common Shares on the New York
Stock Exchange (the “NYSE”)).
Deferred Share Unit Plan
On August 3, 2004, the Corporation adopted a deferred share unit plan (the “DSUP”) for the Outside Directors.
The DSUP is intended to align the interests of such directors with those of the Corporation’s shareholders. The
DSUP became effective as of the first quarter of fiscal 2005.
Under the DSUP, each Outside Director receives, in the form of deferred share units (“DSUs”), 50% of the
annual Board retainer fee payable quarterly to him or her, and may elect to receive in the form of DSUs any
percentage, up to 100%, of the balance of the fees payable in respect of serving as a director. Under the DSUP,
Outside Directors are credited, as of the last day of each fiscal quarter of the Corporation, a number of DSUs