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UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities


Exchange Act of 1934 (Amendment No.      )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material Pursuant to§240.14a-12

☐
Preliminary Proxy Statement
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☐
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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☒
Definitive Proxy Statement
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☐
Definitive Additional Materials
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☐
Soliciting Material Pursuant to §240.14a-12
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Gates Industrial Corporation plc

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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒No fee required.
☐Fee computed on table below per Exchange Act Rules14a-6(i)(1) and0-11.
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Title of each class of securities to which transaction applies:

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3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

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Proposed maximum aggregate value of transaction:

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Total fee paid:

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☐Check box if any part of the fee is offset as provided by Exchange Act Rule0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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2)

Form, Schedule or Registration Statement No.:

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☒
No fee required.
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☐
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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1)
Title of each class of securities to which transaction applies:
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2)
Aggregate number of securities to which transaction applies:
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3)
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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4)
Proposed maximum aggregate value of transaction:
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Total fee paid:
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☐
Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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LOGO

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[MISSING IMAGE: lg_gatesheader-k.jpg]
April 10, 2019

27, 2021

Dear Gates Shareholders:

You

In the past year, we faced unprecedented challenges from the ongoing Covid-19 pandemic that have impacted our global economy and, more importantly, our way of life. Despite these challenges — and, in some cases, because of them — we’ve worked harder than ever to ensure the health and safety of our employees, the sustainability of our environment, the continued provision of innovative product solutions and service to our customers, and the vitality of our global communities. Our well-tested 110 year old business model, which is built around the critical nature of our products, strong customer relationships and dedicated associates around the world, is once again carrying us successfully through a difficult time. We believe the challenges of the current environment have made us stronger as a company and will provide additional building blocks for our collective success over the next 100 years.
Against this backdrop, we are cordially invitedpleased to invite you to attend the 20192021 Annual General Meeting of Shareholders of Gates Industrial Corporation plc (the “AGM” or the “Meeting”). The AGM willto be held on May 23, 2019,Thursday, June 17, 2021, at 10:00 a.m., Mountain Time,Time. In order to provide a consistent and convenient experience to all shareholders regardless of location, we will hold the 2021 Annual General Meeting of Shareholders virtually through a live audiocast at the Company’s headquarters, 1144 Fifteenth Street, Denver, CO 80202.www.virtualshareholdermeeting.com/GTES2021. The attached Notice of Annual General Meeting of Shareholders and Proxy Statement describe the formal business to be transacted at the Meeting.

meeting and provide detail on the virtual meeting format, including how to register.

In accordance with the Securities and Exchange Commission’s (the “SEC”) rule allowing companies to furnish proxy materials to their shareholders over the internet, the Company iswe are primarily furnishing proxy materials to our shareholders of ordinary shares on the internet,electronically, rather than mailing paper copies of the materials (including our Annual Report on Form10-K for the fiscal year ended December 29, 2018 (the “2018 Annual Report”)) to those shareholders.January 2, 2021). On or about April 10, 2019,27, 2021, we mailed certain shareholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access these materials and how to vote their shares. The NoticeSuch notice provides instructions on how you can request a paper copy of these materials by mail, by telephone or by email. If you requested your materials via email, the email contains voting instructions and links to the materials on the internet. You may also read, print and download our 2018 Annual Reportannual report and our Proxy Statementproxy statement at www.proxydocs.com/GTES.

www.proxyvote.com.

As a shareholder of Gates Industrial Corporation plc, you play an important role infor our company by considering and taking action on these matters. We appreciate the time and attention you invest in making thoughtful decisions.

While most Regardless of our shareholders are unlikelywhether you plan to be able to attendparticipate in the AGM in person, it is important that your shares be represented and voted at the Meeting. Wemeeting, we encourage you to vote your shares as promptly as possible.

Thank you for your continued interest in our company.

Sincerely,

LOGO

[MISSING IMAGE: sg_ivojurek-k.jpg]
Ivo Jurek


Chief Executive Officer


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Table of Contents
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TABLE OF CONTENTS

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Notice of Annual General Meeting of Shareholders
​i​​​ii​​

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

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Questions and Answers about the Meeting and Voting
​ii​​​1​​

QUESTIONS AND ANSWERS ABOUT THE MEETING AND VOTING

​		1

Proposal 1: Election of Directors

​​5​​5​​

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Corporate Governance

​​8​​9​​

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Executive Compensation

​​14​​17​​

Compensation Committee Report

​		24

Proposal 2: Advisory Vote to Approve Named Executive Officer Compensation

​​40​​49​​

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Director Compensation
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Proposal 3: Advisory Vote on Frequency of Future Advisory Votes to Approve Named Executive Officer Compensation

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Proposal 4: Advisory Vote on Directors’ Remuneration Report

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Proposal 5: Approval of the Directors’ Remuneration Policy

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Independent Registered Public Accounting Firm

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Proposal 6:4: Ratification of Independent Registered Public Accounting Firm

​​43​​54​​

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Proposal 7:5: Reappointment of Deloitte LLP as the Company’s U.K. Statutory Auditory Under the Companies ActAuditor

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Proposal 8:6: Authorizing the Audit Committee of the Board to Determine the Company’s U.K. Statutory Auditor’s
Remuneration

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Proposals 9, 10, 11 and 12: Creation of Distributable Reserves, Bonus Issue and Capital Reduction

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Proposal 13: Amendment to the Articles of Association of the Company to Allow for General Meetings to be Held Virtually

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Proposal 14: Authorizing the Company and its Subsidiaries to Make Political Donations and Expenditures

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Related-Person Transactions PoliciesPolicy and Procedures

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Audit Committee Report

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Security Ownership of Certain Beneficial Owners and Management

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Section 16(a) Beneficial Ownership Reporting Compliance

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Shareholder Proposals

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Annual Report and Other Matters

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Shareholder Resolutions for the 20192021 Annual General Meeting

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APPENDIX A — Directors’ Remuneration Report

​​A-1​

APPENDIX B

​		A-1​B-1​


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GATES INDUSTRIAL CORPORATION PLC


NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

May 23, 2019

June 17, 2021
​
Notice is hereby given that the 20192021 Annual General Meeting of Shareholders (the “AGM” or the “Meeting”) of Gates Industrial Corporation plc (“Gates” or the “Company”) will be held virtually on May 23, 2019,Thursday, June 17, 2021, at 10:00 a.m., Mountain Time at the Company’s headquarters, 1144 Fifteenth Street, Denver, CO 80202.www.virtualshareholdermeeting.com/GTES2021. The AGM will be held for the following purposes:

1.

To elect the eight director nominees identified in this Proxy Statement.

2.

To conduct an advisory vote to approve named executive officer compensation.

3.

To conduct an advisory vote on the frequency of future advisory votes to approve named executive officer compensation.

4.

To conduct an advisory vote on the Company’s directors’ remuneration report (the “Directors’ Remuneration Report”) (excluding the Directors’ Remuneration Policy (as defined below)) contained in Appendix A of this Proxy Statement in accordance with the requirements of the United Kingdom (the “U.K.”) Companies Act 2006 (the “Companies Act”).

5.

To approve the Company’s directors’ remuneration policy (the “Directors’ Remuneration Policy”) contained in Appendix A of this Proxy Statement in accordance with the requirements of the Companies Act.

6.

To ratify the appointment of Deloitte & Touche LLP (“Deloitte”) as the Company’s independent registered public accounting firm for the year ending December 28, 2019.

7.

1.
To elect the nine director nominees identified in this Proxy Statement.
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2.
To conduct an advisory vote to approve named executive officer compensation.
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3.
To conduct an advisory vote on the Company’s directors’ remuneration report (the “Directors’ Remuneration Report”) contained in Appendix A of this Proxy Statement in accordance with the requirements of the United Kingdom (the “U.K.”) Companies Act 2006 (the “Companies Act”).
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4.
To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending January 1, 2022.
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5.
To re-appoint Deloitte LLP as the Company’s U.K. statutory auditor under the Companies Act (to hold office until the conclusion of the next annual general meeting at which accounts are laid before the Company’s shareholders).
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6.
To authorize the Audit Committee of the Board of Directors of the Company (the “Board” or “Board of Directors”) to determine the remuneration of Deloitte LLP in its capacity as the Company’s U.K. statutory auditor.
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7.
To transact such other business as may properly come before the AGM or any adjournment thereof.
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re-appoint Deloitte LLP as the Company’s U.K. statutory auditor under the Companies Act (to hold office until the conclusion of the next annual general meeting at which accounts are laid before the Company’s shareholders).

8.

To authorize the Audit Committee of the Board of Directors of the Company (the “Board” or “Board of Directors”) to determine the remuneration of Deloitte LLP in its capacity as the Company’s U.K. statutory auditor.

9.

To authorize the Board of Directors, in accordance with section 551 of the Companies Act, to exercise all the powers of the Company to allot deferred shares in the Company (the “Deferred Shares”) up to an aggregate nominal amount equal to the amount standing to the credit of the Company’s merger reserve.

10.

To authorize, conditional on resolution 9 above being passed, the Board of Directors to capitalize a sum not exceeding the amount standing to the credit of the Company’s merger reserve, and to apply such sum in paying up in full the Deferred Shares and to allot such number of Deferred Shares as shall have an aggregate nominal value equal to such amount.

11.

To approve the reduction of the share capital of the Company by the cancelling and extinguishing of all of the Deferred Shares.

12.

To approve, for the purpose of creating distributable reserves, the cancellation of the balance standing to the credit of the Company’s share premium account.

13.

To approve an amendment to the Company’s Articles of Association to allow for general meetings to be held virtually.

14.

To authorize the Company and its subsidiaries, in accordance with sections 366 and 367 of the Companies Act, to make political donations and expenditures.

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15.

To transact such other business as may properly come before the AGM or any adjournment thereof.

The above proposals are more fully described in the Proxy Statement following this Notice, which shall be deemed to form a part of this Notice.

Our 2018 Annual Report, which includes our The Company’s Annual Report on Form10-K for the fiscal year ended December 29, 2018,January 2, 2021 (the “2020 Annual Report”) accompanies the Proxy Statement following this Notice.

These documents may also be accessed free of charge at www.proxyvote.com

You can vote and attend the AGM if you were a shareholder of record at the close of business on April 1, 2019.

23, 2021.

On the day of the meeting, please visit www.virtualshareholdermeeting.com/GTES2021 and enter the 16-digit control number included in your Notice of Internet Availability of Proxy Materials, voting instruction form, or proxy card. Online access to the audiocast will open approximately fifteen minutes prior to the start of the Annual Meeting. There will be no physical meeting location. The meeting will only be conducted via live audiocast.
It is important that your shares be represented and voted at the AGM. We encourage you to vote by internet or telephone, or complete, sign and return your proxy prior to the MeetingAGM even if you plan to attend the AGM. If you later choose to revoke your proxy, you may do so at any time before it is exercised at the Meeting by following the procedures described under “Can I change my vote after I return my proxy card?” under the “Questions and Answers About the Meeting and Voting” section in the attached Proxy Statement.

attend.

By Order of the Board of Directors,

LOGO

Jamey Seely

[MISSING IMAGE: sg_ivojurek-k.jpg]
Ivo Jurek
Chief Executive Vice President, General Counsel and

Corporate Secretary

Officer

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE
ANNUAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON MAY 23, 2019:

JUNE 17, 2021:

The Notice of Annual General Meeting of Shareholders, Proxy Statement and 20182020 Annual Report are available at www.proxydocs.com/GTES.

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PROXY STATEMENT


ANNUAL GENERAL MEETING OF SHAREHOLDERS

May 23, 2019

June 17, 2021
10:00 a.m. Mountain Time

QUESTIONS AND ANSWERS ABOUT THE MEETING AND VOTING

What is the purpose of the AGM?

At the AGM, shareholders will act upon the matters outlined in the notice of meeting on the cover page of this Proxy Statement. These matters include: the election of eightnine directors, an advisory vote to approve named executive officer compensation, an advisory vote on the frequency of future advisory votes to approve named executive officer compensation, an advisory vote on the Directors’ Remuneration Report, a proposal to approve the Directors’ Remuneration Policy, ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ended December 28, 2019,ending January 1, 2022, re-appointment of Deloitte LLP as the Company’s U.K. statutory auditor under the Companies Act, and a proposal to authorize the Audit Committee of the Board to determine the remuneration of Deloitte LLP in its capacity as the Company’s U.K. statutory auditor, a proposal to allot Deferred Shares in the Company, a proposal to capitalize the Company’s merger reserve to pay up in full the Deferred Shares, a proposal to reduce the share capital of the Company by the cancellation of the Deferred Shares, a proposal to cancel the balance standing to the credit of the Company’s share premium account, a proposal to amend the Company’s Articles of Association to allow for general meetings to be held virtually and a proposal to allow the Company to make political donations and expenditures in accordance with the Companies Act.auditor. Management will be available to respond to questions from shareholders.

Who is entitled to vote at the AGM?

Only ourthe Company’s shareholders of record at the close of business on April 1, 201923, 2021 (the “record date” for the Meeting), are entitled to receive notice of and to participate in the virtual AGM. If you were a shareholder of record on that date, you will be entitled to vote electronically all of the shares you held on that date at the Meeting, or any postponement(s) or adjournment(s) of the Meeting. As of the record date, there were 290,043,420291,605,323 ordinary shares in the capital of the Company in issue, all of which are entitled to be voted at the Meeting. We expectThe Company expects the proxy materials and the Notice of Internet Availability of Proxy Materials to be mailed and/or made available to shareholders eligible to vote on or about April 10, 2019.

27, 2021.

Any corporation that is a shareholder of record may by resolution of its directors or other governing body authorize such person as it thinks fit to act as its representative at the AGM and the person so authorized shall (on production of a certified copy of such resolution at the Meeting) be entitled to exercise the same powers on behalf of the corporation as that corporation could exercise if it were an individual shareholder of the Company. In the case of joint holders of a share, the vote of the senior holder who tenders a vote, whether in person (virtually) or by proxy, shall be accepted to the exclusion of the vote or votes of the other joint holder or holders, and seniority shall be determined by the order in which the names of the holders stand in the register.

What are the voting rights of the holders of ourthe Company’s ordinary shares?

Holders of ordinary shares are entitled to one vote per share on each matter that is submitted to shareholders for approval.

Who can attend the Meeting?

All shareholders as of the record date or their duly appointed proxies, may virtually attend the AGM. Please note
How can I attend and vote at the Meeting?
To attend the AGM, please visit www.virtualshareholdermeeting.com/GTES2021 and enter the 16-digit control number included in your Notice of Internet Availability of Proxy Materials, voting instruction form, or proxy card. Online access to the audiocast will open approximately fifteen minutes prior to the start of the Annual Meeting. There will be no physical meeting location. The meeting will only be conducted via live audiocast. If you have any questions about accessing the virtual meeting website for the AGM, please contact Broadridge VSM support at 844-986-0822 / International: 303-562-9302. If you encounter any technical difficulties with the virtual meeting during the log in or meeting time, please call the technical support number that if you hold your shareswill be posted on the virtual meeting log in “street name” (that is, through a bank, broker or other nominee), in order to vote your sharespage. Rules governing conduct at the AGM you must obtainwill be posted on the virtual meeting platform along with an agenda.

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Will I be able to participate in the virtual Meeting on the same basis I would be able to participate in a “legal proxy” from the bank, brokerage firm or other nominee that holds your shares. Directions tolive annual general meeting?
The AGM will be held in a virtual meeting format only and will be conducted via live audiocast. The virtual meeting format for the AGM canwill enable full and equal participation by all of the Company’s shareholders from any place in the world at little to no cost. The Company believes that holding the AGM virtually provides the opportunity for participation by a broader group of shareholders while reducing environmental impacts and the costs associated with planning, holding and arranging logistics for in-person meeting proceedings.
The Company designed the format of the virtual AGM to ensure that its shareholders who attend the AGM will be foundafforded the same rights and opportunities to participate as they would at www.proxydocs.com/GTES.

an in-person meeting and to enhance shareholder access, participation and communication through online tools. To ensure such an experience, the Company will provide shareholders with the ability to submit appropriate questions real-time through the meeting website.

What is the difference between holding shares as a shareholder of record and as a beneficial owner?

Beneficial owners.   If your shares are held for you in the name of your broker, bank or other nominee, your shares are held in “street name” and you are considered the “beneficial owner”.owner.” As such, these proxy materials or the Notice of Internet Availability of Proxy Materials are being made available or forwarded to you by your broker, bank or other nominee, who is considered the shareholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote your shares in accordance with the voting instruction form provided by your bank, broker or other nominee.

Shareholders of record.   If you are registered on the register of members of the Company in respect of ordinary shares, you are considered, with respect to those shares, the shareholder of record, and these proxy materials are being sent directly to you by the Company.

What constitutes a quorum?

The presence at the Meeting, in person (virtually) or by proxy, of the holders of ordinary shares representing at least the majority of the voting rights of all shareholders entitled to vote at the Meeting will constitute a quorum, permitting the Meeting to conduct its business. If a quorum is not present at the Meeting, the director(s) present may adjourn the Meeting to a specified time and place not less than one day after the original date.

What vote is required to approve each item?

Subject to disenfranchisement in accordance with applicable law and/or the Company’s Articles of Association, each of the resolutions shall be decided on a poll in accordance with the Company’s Articles of Association whereby each shareholder present in person (virtually) or by proxy or by representative (in the case of a corporate shareholder) is entitled to one vote for every ordinary share held. The resolutions proposed in proposals 1 through 10 and 146 will be proposed as ordinary resolutions, which means that, assuming a quorum is present, each such resolution will be approved by a simple majority of the votes cast in favor thereof.

With respect to thenon-binding advisory resolutions in proposal 2 (regarding the advisory approval of named executive officer compensation), and proposal 3 (regarding the frequency of future advisory votes to approve named executive officer compensation) and proposal 4 (regarding approval of the Directors’ Remuneration Report), the results of the vote are advisory and will not be legally binding on the Board or any committee thereof to take any action or refrain from taking any action. However, ourthe Board values the opinions of the shareholders as expressed through advisory votes and will carefully consider the outcome of the advisory votes.

The resolutions proposed in proposals 11 through 13 will be proposed as special resolutions, which means that, assuming a quorum is present, the resolutions will be approved if shareholders representing at least 75% of the votes cast in favor thereof.

Certain proposals on which you are being asked to vote are customary or required for public limited companies incorporated in England and Wales to present to shareholders at each annual general meeting. These proposals may be unfamiliar to shareholders accustomed to proxy statements for companies organized in other jurisdictions. Specifically, proposals 4,3, 5 7, 8 and 146 are customary proposals and may be mandated byin accordance with English law.


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The inspector of election for the AGM shall determine the number of ordinary shares represented at the Meeting, the existence of a quorum and the validity and effect of proxies, and shall count and tabulate ballots and votes and determine the results thereof. Proxies received but marked as abstentions and brokernon-votes that are present and entitled to vote will be included in the calculation of the number of shares considered to be present at the Meeting for purposes of determining a quorum. A “brokernon-vote” occurs when a person holding shares in street name, such as through a brokerage firm, does not provide instructions as to how to vote those shares and the broker lacks the authority to vote uninstructed shares at its discretion. Abstentions and “brokernon-votes” will have no effect on any of the proposals as abstentions and brokernon-votes are not considered votes cast and will not be counted as a vote either for or against these proposals.

What are the Board’s recommendations?

Our

The Board of Directors recommends a voteFOR the each of the proposals submitted for shareholder vote, andONE YEAR with respect to the frequency of future advisory votes to approve named executive officer compensation.

vote. Unless contrary instructions are indicated on the enclosed proxy, all shares represented by valid proxies received pursuant to this solicitation (and which have not been revoked in accordance with the procedures set forth below) will be votedFOR proposals 1 and 2 and proposals 4 through 14,ONE YEAR with respect to proposal 3,6 and, in accordance with the recommendation of ourthe Board of Directors,FOR orAGAINST all other matters that may properly come before the AGM. In the event a shareholder specifies a different choice by means of the enclosed proxy, such shares will be voted in accordance with the specification made.

How do I vote?

If you are ashareholder of record, you may use any of the following methods to vote:

By Written Proxy.   All shareholders of record who received proxy materials by mail can vote by returning the proxy card. If you received the proxy materials electronically, you may request a proxy card at any time by following the instructions on the voting website.

By Telephone or Internet.   All shareholders of record can vote by telephone from the U.S. and Canada, using the toll-free telephone number on the proxy card, or through the internet using the procedures and instructions described on the proxy card.

In Person.   All shareholders of record may vote in person at(virtually) during the AGM. Street-name holders may vote in person at the AGM if they have a legal proxy, as described below.

If you are astreet-name holder (that is, if you hold your shares through a bank, broker, or other holder of record)nominee), you must vote in accordance with the voting instruction form provided by your bank, broker or other holder of record.nominee. The availability of telephone or internet voting will depend upon your bank’s, broker’s or other holder of record’snominee’s voting process. If you are a street-name holder and wish to vote at the Meeting, you must first obtain a proxy from your bank, broker or other holder of record authorizing you to vote in person at the AGM.

All advance votes must be received by 10:00 a.m., Mountain11:59 Eastern Time on May 21, 2019.June 16, 2021. The return of a completed proxy card, or the submission of proxy instructions via the internet or by telephone, will not prevent a shareholder of record from attending and voting at the AGM. If you are a shareholder of record and have appointed a proxy andbut also attend the AGM and vote in person (virtually), your proxy appointment will automatically be terminated.

Except as set out in the Proxy Statement, all communications concerning shareholder of record accounts, including address changes, name changes, share transfer requirements and similar issues should be sentsubmitted to ourthe Company’s transfer agent, Computershare Trust Company, N.A. at (800)942-5909 or in writing at 250 Royall Street, Canton, MA 02021. No other means of communication will be accepted. In particular, you may not use any electronic address provided either in the Proxy Statement or in any related documents to communicate with the Company for any purpose other than those expressly stated.

Are my shares voted if I do not provide a proxy?

If you are a shareholder of record and do not provide a proxy, you must attend the AGM in order to vote. If you hold ordinary shares through an account with a bank or broker, your shares may be voted by the bank or broker on some matters if you do not provide voting instructions. Under New York Stock Exchange (“NYSE”) rules governing brokernon-votes, proposals 1, 2 3, 4, 5 and proposals 9 through 143 are considerednon-routine matters for purposes of broker non-votes, and a broker will lack the authority to vote uninstructed shares

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at its discretion on such proposals.

Proposals 6, 74, 5 and 86 are considered routine matters, and a broker will be permitted to exercise its discretion to vote uninstructed shares on these proposals. This means that, if you do not provide voting instructions on proposal 6, 74, 5 or 8,6, your broker may nevertheless vote your shares on your behalf with respect to the ratification of the appointment of Deloitte & Touche LLP as ourthe Company’s independent registered public accounting firm for the fiscal year ending December 28, 2019,January 1, 2022, there-appointment of Deloitte LLP as the Company’s U.K. statutory auditor for the year ending December 28, 2019January 1, 2022 and to authorize the Audit Committee to determine the remuneration of Deloitte LLP, but cannot vote your shares on any other matters being considered at the AGM.

Can I change my vote after I return my proxy card?

Yes. Shareholders of record may revoke a proxy and/or change their vote prior to the completion of voting at the AGM by:

•

signing another proxy card or voting instruction form with a later date and delivering it to the Corporate Secretary prior to 10:00 a.m., Mountainof the Company, 1144 Fifteenth Street, Denver, Colorado 80202 by 11:59 Eastern Time on May 21, 2019;

June 16, 2021;

​

•
voting again over the internet or by telephone prior to 10:00 a.m., Mountainby 11:59 Eastern Time on May 21, 2019 (or, if you are a street name holder, such earlier time as your bank or broker may direct);

June 16, 2021;

​

•
voting in person (virtually) at the AGM if you are a shareholder of recordAGM; or are a street-name holder that has obtained a legal proxy from your bank or broker; or

​

•
notifying the Corporate Secretary of the Company in writing prior to 10:00 a.m., Mountainby 11:59 Eastern Time on May 21, 2019.

June 16, 2021.

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Street name holders who wish to revoke or change their votes should contact the bank, broker or other nominee that holds their shares.
Who pays for costs relating to the proxy materials and AGM?

The Company pays for the costs of preparing, assembling and mailing this Proxy Statement, the Notice, the 20182020 Annual Report, the proxy card and the UK annual report and accounts for the year ended December 29, 2018, along withJanuary 2, 2021, and the cost of posting the proxy materials on a website, are to be borne by us.website. In addition to the use of mail, ourthe Company’s directors, officers and employees may solicit proxies personally and by telephone, facsimile and other electronic means. They will receive no compensation in addition to their regular salaries. Wesalaries for this work. The Company may request banks, brokers and other custodians, nominees and fiduciaries to forward copies of the proxy material to their principals and to request authority for the execution of proxies. WeThe Company may reimburse these persons for their expenses in so doing.

Shareholders’ requests under section 527 of the Companies Act

Under section 527 of the Companies Act, shareholders meeting the threshold requirements set out in that section have the right to require the Company to publish a statement on a website setting out any matter relating to:

•

the audit of the Company’s accounts (including the auditor’s report and the conduct of the audit) that are to be laid before the AGM; or

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•
any circumstance connected with an auditor of the Company ceasing to hold office since the last annual general meeting.

​
The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the Companies Act. Where the Company is required to place a statement on a website under section 527 of the Companies Act, it must forward the statement to the Company’s auditor notno later than the time when it makes the statement available on the website. The business which may be dealt with at the AGM includes any statement that the Company has been required under section 527 of the Companies Act to publish on a website.


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PROPOSAL 1: ELECTION OF DIRECTORS

The Board of Directors unanimously recommends that shareholders vote “FOR” each nominee to serve as director.

What am I voting on?

The Company’s Articles of Association provide that each director shall retire from office at each annual general meeting of the Company and shall be eligible forre-election. The first proposal for consideration at the AGM is the election of each of the eightnine candidates named below as a director for aone-year term expiring at our 2020the 2022 annual general meeting of shareholders. Each of these candidates is currently a director. Each nominee has agreed to serve if elected, and the Board has no reason to believe that any nominee will be unable to serve. Ms. Karyn Ovelmen resigned from our Board of Directors on March 1, 2019 and will not be standing forre-election at the AGM.

Upon the recommendation of the Nominating and Governance Committee, the Board has nominated each of the nine directors identified below as a nominee for aone-year term expiring at the 20202022 annual general meeting of shareholders or until his or her successor is duly elected and qualified, or until his or her earlier retirement, resignation, disqualification, removal or death. If any director nominee should become unavailable for election prior to the AGM, an event that currently is not anticipated by the Board, either the proxies will be voted in favor of the election of a substitute nominee or nominees proposed by the Board, or the number of directors may be reduced accordingly.

Set forth on the following pages is biographical and other background information concerning each nominee for director, as well as a discussion of the specific experience, qualificationqualifications and skills of each director that helped lead the Board to conclude that each respective director should continue to serve as a member of the Board.

The form of shareholder resolutions for this proposal are set forth under the heading “Shareholder Resolutions for the 20192021 Annual General Meeting” on page 56 ofin this Proxy Statement.

Composition of the Board of Directors

Our

The Company’s business and affairs are managed under the direction of ourits Board of Directors, which consists of eightnine directors. The Board has affirmatively determined that all of the directors, except Mr. Jurek who is the Chief Executive Officer of whom Messrs. Ireland, Plant and Klebe and Mrs. Mains have affirmatively been determined by our Board of Directors to be independent.the Company, are independent under the NYSE listing standards. We are party to a shareholders agreement with certain affiliates of The Blackstone Group L.P.Inc. (“Blackstone” or ourthe “Sponsor”). This agreement grants ourthe Sponsor the right to designate nominees to ourthe Board of Directors subject to the maintenance of certain ownership requirements in us.the Company. See “Certain Relationships and Related Person Transactions—Transactions — Shareholders Agreement.”

Two of the current directors, Ms. Kahr and Mr. Simpkins, are designees of the Sponsor.

Director Backgrounds

The following presents the names, ages as of April 1, 201915, 2021 and selected biographical information for each of ourthe director nominees.

Name​

Name

​Age​​

Position

​

David L. Calhoun

Neil P. Simpkins		​​6154​​Director, ChairmanChair of the Board

James W. Ireland, III

64Director​

Ivo Jurek

​​5456​​Director, Chief Executive Officer​

James W. Ireland, III

​​66​​Director​
Julia C. Kahr

​​4042​​Director​

Terry Klebe

​​6466​​Director​

Stephanie K. Mains

​​5153​​Director​

John Plant

Wilson S. Neely		​​65​​Director​

Neil P. Simpkins

Alicia Tillman		​​5245​​Director​
Molly P. Zhang​​59​​Director​

David L. Calhoun


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Neil P. Simpkins has served as a director of Gates Industrial Corporation plc since November 2017 and as the Chair of the Board since January 2020. He has served as a director of Gates entities since 2014. He is a Senior Managing Director of Blackstone’s Corporate Private Equity Group. Since joining Blackstone in 1998, Mr. Simpkins has led the acquisitions of TRW Automotive, Vanguard Health Systems, TeamHealth, Apria, Summit Materials, Change Healthcare and Gates. Before joining Blackstone, Mr. Simpkins was a Principal at Bain Capital. While at Bain Capital, Mr. Simpkins was involved in the execution of investments in the consumer products, industrial, healthcare and information industries. Prior to joining Bain Capital, Mr. Simpkins was a consultant at Bain & Company in the Asia Pacific region and in London. He currently serves as a director of Apria, Inc., Change Healthcare, Inc. and TeamHealth, Inc. and previously served as a director of Summit Materials, Inc. from 2009 to 2018.
Ivo Jurek has served as a director of Gates Industrial Corporation plc since its formation in September 2017 and has served as the Chief Executive Officer and a director of Gates entities since 2014. He is a Senior Managing DirectorMay 2015. Mr. Jurek oversees and Headmanages all of Portfolio OperationsGates’ departments and lines of Blackstoneproducts and a Member of Blackstone’s Management and Executive Committees. Mr. Calhoun joined Blackstone in January 2014 and oversees a team within the portfolio operations group focused on creating and driving added value initiatives with Blackstone portfolio company CEOs. From 2014 to 2015, Mr. Calhoun served as Executive Chairman of the Board for Nielsen, a company he joined in 2006 asservices globally. As Chief Executive Officer, shortly after it was acquired byMr. Jurek has led Gates to expand product lines in fluid power and power transmission, and strategically grow market share through acquisitions and joint ventures, while driving improved financial performance through increased plant efficiencies. Mr. Jurek has a consortiumdeep understanding of private equity investors including Blackstone. Throughout his seven years’ tenure,new technology development, manufacturing, distribution and international business markets. Prior to joining Gates, Mr. Calhoun led Nielsen’s transformation into a leading global information and measurement company listed on the New York Stock Exchange (NLSN) and Standard & Poor’s 500 Index. Before Nielsen, Mr. CalhounJurek served as Vice ChairmanPresident of The General Electric CompanyEaton Electrical, Asia Pacific beginning in November 2012 until May 2015. During that time, Mr. Jurek had management oversight of Eaton Electrical’s Asia Pacific portfolio which included optimizing manufacturing plants, identifying new markets, and President and Chief Executive Officer of GE Infrastructure,assisting with the company’s largest business unit. During his distinguishedtwenty-six year tenure at GE, Mr. Calhoun ran multiple business units, including GE Lighting, GE Employers Reinsurance Co., GE Aircraft Engines, and GE Transportation (Aircraft and Rail). Earlier in his career at GE, he held a wide range of operating, finance, and marketing roles across the company, including within GE Plastics and GE Capital. In addition to Nielsen, Mr. Calhoun also serves on the Board of Directors of The Boeing Company and Caterpillar. He is theco-author with Rick Kashoverall performance of the book “How Companies Win.”company. Prior to that, Mr. Calhoun is a memberJurek served as Group President for Cooper Power Systems — Cooper Bussmann, with complete oversight of Virginia Tech’s Pamplin Advisory Council, which advises the university on studentall business activities there and alumni issues.

in significant general management positions in International Rectifier Corporation and TRW Inc.

James W. Ireland, III has served as a director of Gates Industrial Corporation plc since November 2018. From 2011 tountil his retirement in 2018, Mr. Ireland served as President and Chief Executive Officer of General Electric Africa, a digital and industrial company focused on transforming the industry with machines that have software defined solutions. From 2007 until 2011, Mr. Ireland served as the President and Chief Executive Officer of General Electric’s Asset Management Group. From 1999 to 2007, Mr. Ireland was President of NBC Universal Television Stations and Network Operations (a General Electric wholly-owned subsidiary), one of the world’s leading media and entertainment companies in development, production, and marketing of entertainment, news and information to a global audience.

Ivo Jurek has served as a director of Gates Industrial Corporation plc since its formation in September 2017 and has served as our Chief Executive Officer and Director since May 2015. Mr. Jurek oversees and manages all of Gates’ departments and lines of products and services globally. As CEO, Mr. Jurek has led Gates to expand product lines in fluid power and power transmission, and strategically grow market share through acquisitions and joint ventures, while driving improved financial performance through increased plants efficiency. Mr. Jurek has a deep understanding of new technology development, manufacturing, distribution and international business markets. Prior to joining Gates, Mr. Jurek served as President of Eaton Electrical, Asia Pacific from November 2012. During that time, Mr. Jurek had management oversight of Eaton Electrical’s Asia Pacific portfolio which included optimizing manufacturing plants, identifying new markets, and assisting with the overall performance of the company. Prior to that, Mr. Jurek served as Group President for Cooper Power Systems—Cooper Bussmann, with complete oversight of all business activities there and in significant general management positions in International Rectifier Corporation’s and TRW Inc.

Julia C. Kahrhas served as a director of Gates Industrial Corporation plc since its formation in September 2017 and has served as a director of Gates entities since 2014. She is a Senior Managing Director of Blackstone’s Corporate Private Equity Group. Since joining Blackstone in 2004, she has been involved in the execution of Blackstone’s investments in SunGard, Encore Medical, DJ Orthopedics, Summit Materials, Precision Medicine Group and Gates. Before joining Blackstone, she was a Project Leader at the Boston Consulting Group, where she worked with companies in a variety of industries, including health care, financial services, media and entertainment, and consumer goods. She is also the sole author of Working Knowledge, a book published by Simon & Schuster in 1998. SheMs. Kahr currently serves on the Boardas a director of Directors of DJ Orthopedics andPrecision Medicine Group, Barry-Wehmiller Companies, Inc. and is also a member of the Board of Directors of, Sheltering Arms and BRIC Arts Media and New York Public Radio.

previously served as a director of Summit Materials, Inc. from 2009 to 2017.

Terry Klebehas served as a director of Gates Industrial Corporation plc since its formation in SeptemberDecember 2017 and has served as a director of Gates entities since 2016. Mr. Klebe was previously Senior Vice President and Chief Financial Officer of Cooper Industries plc, a multinational industrial manufacturing company with 2010 revenues of  $5.1 billion, from 2002 until his retirement in February 2010. Following his retirement as Chief Financial Officer, Mr. Klebe continued to serveremained on the executive management team as vice chairmanVice Chairman at Cooper through his retirement inIndustries plc from February 2010 until April 2011. Mr. Klebe also served on the Boardboard of Directorsdirectors of Fairchild Semiconductors and as a head of the company’s Audit Committee until its sale.

sale in September 2016.

Stephanie K. Mains has served as a director of Gates Industrial Corporation plc since February 2019. Most recently, she served asMs. Mains is currently the CEO of LSC Communications-MCL, an Atlas Holdings portfolio company. Prior to that Ms. Mains was the interim Chief Executive Officer of GE Power Conversion from April 2020 until December 2020, and the President and CEO of ABB Electrification Products Industrial Solutions, a 2018 acquisition from GE. She led Industrial Solutions, a $2.6B leading provider of advanced technologies that distribute, protect and control electricity for a number of industrial, commercial, and residential applications around the world,GE, from November 2015 until January 2019. Prior to Industrial Solutions, sheShe served as Vice President of GE

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Distributed Power Global Services from March 2013 until October 2015, where she led a $2.2B global business servicing technologies that power the oil & gas, utilities, mining, and industrial segments. From March 2006 until March of 2013, she held positions of increasing responsibility from General Manager to Vice President as she led the global build out and transformation of a $4B service operations for GE Energy-Power the world’s leading provider of power equipment and services.from March 2006 until March 2013. Prior to joining GE Energy, sheMs. Mains spent 17 years across multiple GE businesses in financial and transformational leadership positions, including CFO for GE Aviation Services Material Solutions, a $4B aftermarket business. Mrs. Mains holds a B.B.A. in Finance fromSolutions. She currently serves on the Universityboard of Kentucky, USA.

John Plantdirectors for Diamondback Energy, Inc., Stryten Manufacturing, LLC, and LCI Industries.

Wilson S. Neely has served as a director of Gates Industrial Corporation plc since its formationApril 2020. He is currently Director of Strategic Initiatives for InterNex Capital, an asset-based, digital lender providing innovative and flexible working capital financing to small- and medium-sized businesses. Prior to that, from 1991 until his retirement in September 2017 and hasJanuary 2020, Mr. Neely served as a directorPartner of Gates entities since 2015.Simpson Thacher & Bartlett LLP with a corporate practice primarily in the areas of mergers and acquisitions and capital markets. While at Simpson Thacher & Bartlett LLP, Mr. Plant was elected Chief Executive Officer of Arconic Inc. in February 2019. Mr. Plant is the former Chairman of the Board, presidentNeely advised on numerous business combination transactions, including leveraged buyouts, recapitalizations and Chief Executive Officer of TRW Automotive, which was acquired by ZF Friedrichshafen AG in May 2015.strategic partnerships between private equity funds and corporate partners. In addition, he oversaw numerous capital markets transactions. He was aco-member of the Chief Executive Office of TRW Inc. from 2001 to 2003 and an Executive Vice President of TRW from its 1999 acquisition of Lucas Varity to 2003. Prior to TRW, Mr. Plant was President of Lucas Variety Automotive and managing director of the Electrical and Electronics division from 1991 through 1997. Mr. Plant currently serves as a directoron the board of Masco Corporation, Jabil Circuit Corporationdirectors and as Chairmanselect committees for Readworks, myFace, Historic Hudson Valley, and the University of Arconic. He is a board member of the Automotive Safety Council and also a Fellow of the Institute of Chartered Accountants.

Neil P. SimpkinsTexas Law School Foundation.

Alicia Tillmanhas served as a director of Gates Industrial Corporation plc since its formationApril 27, 2021. She has over 20 years of experience in September 2017global marketing, strategy, operations, and digital transformation in public and private companies. Most recently, Ms. Tillman worked at SAP from 2015 through March 2021, where she spent four years in the role of Executive Vice President and Global Chief Marketing Officer, leading a marketing organization of over 2,000 employees. At SAP, she was a key contributor to the acquisition and integration of multiple companies, rebuilt the technology foundation to scale digital and demand generation capabilities and developed the brand story. Prior to joining SAP, she worked for American Express from 2004 through 2015, serving as head of Marketing, Public Affairs and Business Services. She currently serves on the board of directors of RainFocus.
Peifang Zhang (also known as Molly P. Zhang) has served as a director of Gates entitiesIndustrial Corporation plc since 2014. HeJuly 2020. She is retired from Orica Ltd., a Seniorglobal mining services company, where she served in a number of senior executive roles, including Vice President, Asset Management and Vice President/​Manufacturing executive, Mining Systems. Before joining Orica, Dr. Zhang spent 22 years with Dow Inc. where she held executive positions including Managing Director of Blackstone’s Corporate Private Equity Group. Since joining Blackstone in 1998, Mr. Simpkins has led the acquisitionsSCG-Dow Group, Country General Manager of TRW Automotive, Vanguard Health Systems, Team Health, LLC, Apria Healthcare Group, Summit Materials, Change Healthcare, Inc. and Gates. Before joining Blackstone, Mr. Simpkins was a Principal at Bain Capital. While at Bain Capital, Mr. Simpkins was involved in the executionDow Thailand, Regional Manufacturing Director of investments in the consumer products, industrial, healthcare and information industries. Prior to joining Bain Capital, Mr. Simpkins was a consultant at Bain & Company in theDow Asia Pacific region and Global Business Vice President for Dow Technology Licensing and Catalyst. Dr. Zhang serves on the board of directors of Enerkem and Aqua Metals, Inc., and is a member of the supervisory board at GEA Group AG in London. He currently serves as a Director of Apria Healthcare Group, Change Healthcare, Inc. and Team Health, Inc. and served as a director of Summit Materials, Inc. from 2009 to 2018.

Germany.

Director Qualifications

When considering whether directors have the experience, qualifications, attributes or skills, taken as a whole, to enable ourthe Board of Directors to satisfy its oversight responsibilities effectively in light of ourthe Company’s business and structure, the Board of Directors focuses primarily on each person’s background and experience as reflected in the information discussed in each of the directors’ individual biographies set forth above. We believeThe Company believes that ourits directors provide an appropriate mix of experience and skills relevant to the size and nature of ourthe business. In

particular, the members of our Board of Directors considered the following important characteristics, among others:

•

Mr. Calhoun’s management perspective he brings to Board deliberationsSimpkins’ significant financial and his extensive management expertise at public companies,business experience, including as a Senior Managing Director in the Corporate Private Equity Group at Blackstone and former Chief Executive Officer, Executive ChairmanPrincipal at Bain Capital.
​
•
Mr. Jurek’s extensive business and director of Nielsen.

industry experience as well as his experience leading Gates since May 2015.

​

•
Mr. Ireland’s extensivesubstantial management expertise, including as former Chief Executive Officer of General Electric Africa and General Electric’s Asset Management Group.

Mr. Jurek’s extensive business and industry experience as well as his experience leading Gates since May 2015.

​

•

Ms. Kahr’s extensive knowledge of a variety of different industries and her significant financial and investment experience from her involvement inemployment with Blackstone, including as a Senior Managing Director.

​


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•
Mr. Klebe’s extensivefinancial acumen and business and leadership experience, including as former Chief Financial Officer and then Vice Chairman of the Board of Cooper Industries plc.

Mrs.​

•
Ms. Mains’ leadership and operational experience from her service in various senior management roles, including as former President and CEO, ABB Electrification Products Industrial Solutions and Vice President of GE Distributed Power Global Services.

​

•
Mr. Plant’s significant managementNeely’s strong knowledge of corporate governance and operationalhis legal experience as a retired Partner from his serviceSimpson Thacher & Bartlett LLP in various senior management roles,the areas of mergers and acquisitions and capital markets.
​
•
Ms. Tillman’s executive experience in global marketing, strategy, operations and digital transformation, including as former Chairman of the Board, Presidentdigital and demand generation. The Company’s Chief Executive Officer of TRW Automotive.

recommended Ms. Tillman to the Nominating and Governance Committee as a nominee for inclusion in this proxy statement.

Mr. Simpkins’ significant financial and​

•
Ms. Zhang’s global business experience includingand her strong understanding of the Asia market, as well as her expertise in the industrials sector. The Company’s Chief Executive Officer recommended Ms. Zhang to the Nominating and Governance Committee as a Senior Managing Directornominee for inclusion in this proxy statement.
​

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CORPORATE GOVERNANCE
Board Highlights
•
Board composition
​
•
Size of Board: 9 members
​
•
Number of independent directors: 8 (beginning in 2021)
​
•
Committee independence: 100% (beginning in 2021)
​
•
Commitment to Board refreshment and diversity
​
•
Average director tenure in years: 3 years
​
•
New directors in the Corporate Private Equity Group at Blackstonepast two years: 3
​
•
Percent female: 44%
​
•
Percent ethnically diverse: 11%
​
•
Highly engaged directors
​
•
Board and former Principal at Bain Capital.

committee meetings held in 2020: 20

CORPORATE GOVERNANCE

​
•
Attendance rate: 100%
​
•
During 2020, directors received routine briefings and participated in ongoing discussions with management regarding the Company’s response to the Covid-19 pandemic.
​
Directors’ Independence and Controlled Company Exception

Our

As of the record date, April 23, 2021, the Sponsor holdsheld more than a majority of the voting power of ourthe Company’s ordinary shares eligible to vote in the election of ourthe directors. As a result, we arethe Company is a “controlled company” within the meaning of the NYSE corporate governance standards. Under these NYSE corporate governance standards, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance standards, including the requirements that (1) that a majority of our Board of Directors consist of independent directors, (2) that ourthe Board of Directors havehas a compensation committee that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities, and (3) that ourthe Board of Directors havehas a nominating and governance committee that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities. A company whose shares are listed on the NYSE that ceases to be a controlled company may continue to rely on these exemptions during transition periods prescribed by the NYSE. For
The Company has previously utilized such exemptions, but beginning in 2020, a majority of the Board now consists of independent directors. Beginning in 2021, the Compensation Committee and the Nominating and Governance Committee are now comprised entirely of independent directors with written charters addressing each such committee’s purpose and responsibilities. Thus, at least some period, we intend to continue to utilizethis time, the Company no longer relies on these controlled company exemptions.

The Board has affirmatively determined that Messrs. Ireland, Klebe and Plant and Mrs. Mainsall of its directors, except Mr. Jurek who is the Chief Executive Officer of the Company, are independent under the NYSE listing standards, and that Ms. Ovelmen, who served on our Board until her resignation in March 2019, was independent during her tenure.

standards.

Board Meetings, AGM and Attendance

Directors are expected to attend Board meetings and meetings of committees on which they serve. In 2018,2020, the Board of Directors met a total of fivesix times. All directors attendedOverall director attendance at least 75 percent of the total meetings of the Board and its committees was 100%, with each individual director attending all meetings of Directorsthe Board and the committees on which he or she served during his or her tenure during 2018.in 2020. It is

the policy of the Board of Directors that directors are invited to attend the AGM, although such attendance is not mandatory.

In 2020, one director, Ivo Jurek, attended the AGM.


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Board Structure

The Board believes that independent leadership is important. The Board also believes that, depending on what appears to be in the best interests of the Company and its shareholders at any given point in time, it should be able to choose whether the roles of ChairmanChair of the Board and Chief Executive Officer are combined or separate. Therefore, the Board does not have a policy on whether the role of ChairpersonChair and Chief Executive Officer should be separate or combined and, if it is to be separate, whether the ChairpersonChair should be selected from the independent directors. Currently, Mr. David CalhounNeil Simpkins serves as ChairmanChair of the Board and Mr. Ivo Jurek serves as Chief Executive Officer.

In cases where the Board believes that the ChairmanChair and Chief Executive Officer roles should be combined or when the Chair is otherwise not “independent” pursuant to ourthe Company’s Corporate Governance Guidelines, the independent directors may elect from among themselves an individual who acts as Lead Director. The Lead Director shall help coordinate the efforts of the independent andnon-management directors in the interest of ensuring that objective judgment is brought to bear on sensitive issues involving the management of the Company and, in particular, the performance of senior management.

The Board’s Role in Management’s Succession Planning

The Board of Directors is responsible for reviewing the development, implementation and regular review of a succession plan forrelating to the Chief Executive Officer and oversees and provides input to the CEO on succession planning for our other executive officers. Board membersofficers that is developed by management. Directors are expected to have a thorough understanding of the characteristics necessary for a Chief Executive Officer to execute on a long termlong-term strategy that optimizes operating performance, profitability and shareholder value creation. As part of its responsibilities under its charter, the Nominating and GovernanceCompensation Committee of the Board of Directors oversees the evaluation of management and oversees and approves the management continuity planning process. Additionally, it is the responsibility of the Nominating and Governance Committee to review and evaluatereviews the succession plans relating to the Chief Executive Officer and other executive officers and to makemakes recommendations to the Board with respect to the selection of individuals to occupy these positions. The ongoing succession process is designed to reduce vacancy, readinesstransition and transitionreadiness risks and develop strong leadership quality and executive bench strength. The succession plan for the Chief Executive Officer and other key employees is reviewed not less than annually with the Board of Directors in executive session.

The Board’s Role in Risk Oversight

Our Board exercises direct oversight of strategic risks to the Company. The Audit Committee reviews guidelines and policies governing the process by which management assesses and manages the Company’s exposure to risk, including the Company’s major financial risk exposures and the steps management takes to monitor and control such exposures. The Compensation Committee oversees risks relating to the Company’s compensation policies and practices. Each committee charged with risk oversight reports to the Board on those matters.

Additionally, with respect to cybersecurity risk oversight, our Board and our Audit Committee receive updates from our information technology team to assess the primary cybersecurity risks facing the Company and the measures the Company is taking to mitigate such risks. In addition to such updates, our Board and our Audit Committee receive updates from management as to changes to the Company’s cybersecurity risk profile or significant newly identified risks.

Executive Sessions

To ensure free and open discussion and communication among thenon-management directors of the Board, thenon-management directors meet in executive session at most Board meetings with no members of management present. Our Chairman presides over executive sessions.

Board Committees

Our

The Board of Directors has established an Audit Committee, a Compensation Committee and a Nominating and Governance Committee. The composition and responsibilities of each committee are described below. OurThe Board of Directors may also establish from time to time any other committees that it deems necessary or desirable. Members serve on these committees until such member’s successor is duly elected and qualified or until such member’s earlier resignation, removal, retirement, disqualification or death.

Each of the standing committees of the Board of Directors discussed below operate under written charters, which are available on ourthe Company’s website at www.gates.com under “About Us: Investor Relations: Governance: Governance Documents.” The information contained on, or accessible from, ourthe website is not part of this Proxy Statement by reference or otherwise.

Audit Committee

Our

The Audit Committee currently consists of Mr. Ireland, Mr. Klebe, Mr. IrelandMs. Mains and Mrs. Mains,Ms. Zhang, with Mr. Klebe serving as chair. OurThe Audit Committee is responsible for, among other things:

•

selecting and hiring our independent auditors, and approving the audit andnon-audit services to be performed by ourthe independent auditors;

​

•
assisting the Board of Directors in evaluating the qualifications, performance and independence of ourthe independent auditors;

​

•
assisting the Board of Directors in monitoring the quality and integrity of ourthe Company’s financial statements and ourits accounting and financial reporting;

​

•
assisting the Board of Directors in monitoring ourthe Company’s compliance with legal and regulatory requirements;

​


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•
reviewing guidelines and policies governing the process by which management assesses and manages the Company’s exposure to risk, including the Company’s major financial and regulatory risk exposures and the steps management takes to monitor and control such exposures;
​
•
reviewing the adequacy and effectiveness of our internal controls over financial reporting processes;

reporting;

​

•
assisting the Board of Directors in monitoring the performance of ourthe internal audit function;

​

•
reviewing with management and ourthe independent auditors ourthe Company’s annual and quarterly financial statements;

​

•
establishing procedures for the receipt, retention and treatment of complaints received by usthe Company regarding accounting, internal accounting controls, or auditing matters, and material legal and regulatory matters, as well as the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters; and

​

•
preparing the audit committee report thatrequired by the rules and regulations of the SEC require to be included in ourthe annual proxy statement.

​
The SEC rules and NYSE rules require usthe Company to have an Audit Committee comprised of solely independent directors. The Board has affirmatively determined that Messrs.Mr. Ireland, Mr. Klebe, Ms. Mains and Ireland and Mrs. MainsMs. Zhang qualify as independent directors under the NYSE listing standards and the independence standards of Rule10A-3 of the Securities Exchange Act of 1934, as amended from time to time (the “Exchange Act”). In addition, ourthe Board of Directors has determined that Mr. Ireland, Mr. Klebe, isMs. Mains and Ms. Zhang are each an “audit committee financial expert” within the meaning of Item 407(d) of RegulationS-K under the Securities Act.

Act of 1933, as amended from time to time (the “Securities Act”).

The Audit Committee held foursix meetings during 2018.

2020.

Compensation Committee

Our

The Compensation Committee currently consists of Ms. Kahr, Mr. Klebe and Mr. Simpkins, Mr. Calhoun andwith Ms. Kahr with Mr. Simpkins serving as chair. The Compensation Committee is responsible for, among other things:

•

reviewing and approving corporate goals and objectives relevant to the compensation of our CEO,the Chief Executive Officer, evaluating our CEO’sthe Chief Executive Officer’s performance in light of those goals and objectives and, either as a committee or together with the other independent directors (as directed by the Board of Directors), determining and approving our CEO’sthe Chief Executive Officer’s compensation level based on such evaluation;

​

•
reviewing and approving, or making recommendations to the Board of Directors with respect to, the compensation of ourthe other executive officers, including annual base salary, bonus and equity-based incentives and other benefits;

​

•
overseeing the evaluation of management and the management succession planning process;
​
•
reviewing and recommending the compensation of our directors;

​

•
reviewing and discussing annually with management ourthe Company’s “Compensation Discussion and Analysis” disclosure required by SEC rules;

​

•
preparing the compensation committee report required by the SEC rules to be included in ourthe annual proxy statement; and

​

•
reviewing and making recommendations with respect to ourincentive and equity compensation plans.

​
The charter of the Compensation Committee permits the committee to delegate any or all of its authority to one or more subcommittees; provided, however, that when appropriate to satisfy the requirements of Section 16b-3 of the Exchange Act, any such subcommittee shall be composed solely of two or more members that have been determined to be “Non-Employee Directors” within the meaning of Rule 16b-3 under the Exchange Act. The charter of the Compensation Committee also permits the committee to delegate to one or more officers the authority to make awards to employees other than any officer subject to Section 16 of the Exchange Act under the incentive compensation or other equity-based plan, subject to compliance with

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the plan, the Company’s articles of association and the laws of the jurisdiction of its organization. In addition, the Compensation Committee has the authority under its charter to retain outside consultants or advisors, as it deems necessary or advisable.
See “Executive Compensation — Compensation Discussion and Analysis — Executive Compensation Determination Process” for a description of the process for determining compensation, including the role of the executive officers and independent compensation consultant.
The Compensation Committee held five meetings during 2018.

2020.

Nominating and Governance Committee

Our

The Nominating and Governance Committee currently consists of Mr. Simpkins,Ireland, Ms. Kahr, Mr. CalhounNeely and Ms. Kahr,Mr. Simpkins, with Mr. Simpkins serving as chair. The Nominating and Governance Committee is responsible for reviewing the qualifications of potential director candidates and recommending to the Board those candidates to be nominated for election to the Board. The Nominating and Governance Committee may consider (a) minimum individual qualifications, including strength of character, mature judgment, familiarity with the Company’s business and industry, independence of thought and an ability to work collegially with the other members of the Board and (b) all other factors it considers appropriate, which may include age, gender and ethnic and racial background, existing commitments to other businesses, potential conflicts of interest with other pursuits, legal considerations such as antitrust issues, corporate governance background, various and relevant career experience, relevant technical skills, relevant business or government acumen, financial and accounting background, executive compensation background and the size, composition and combined expertise of the existing Board. In addition, although the Nominating and Governance Committee considers diversity of viewpoints, background and experiences, the Board does not have a formal diversity policy. The Nominating and Governance Committee will consider the qualification of any candidate nominated by a shareholder in accordance with the Companies Act. The Nominating and Governance Committee will evaluate candidates recommended by shareholders on a substantially similar basis as it considers other nominees.

The Nominating and Governance Committee is also responsible for, among other things:

•

overseeing the evaluation of the Board of Directors and management;

Directors;

​

•
reviewing developments in corporate governance practices and developing and recommending a set of corporate governance guidelines; and

​

•
recommending members for each committee of ourthe Board of Directors.

​
The Nominating and Governance Committee held three meetings during 2018.

2020.

The Board’s Role in Risk Oversight

The Board exercises direct oversight of strategic risks to the Company, which includes regular review and evaluation of the Company’s system of financial and operational internal controls, its compliance with applicable laws and regulations, its programs and protocols to minimize data and cybersecurity risks, and its processes for identifying, assessing and mitigating other significant risks that may affect the Company.
The Committees also have certain responsibilities related to risk oversight. The Audit Committee reviews guidelines and policies governing the process by which management assesses and manages the Company’s exposure to risk, including the Company’s major financial risk exposures and the steps management takes to monitor and control such exposures. The Audit Committee also oversees the Company’s Code of Business Conduct and Ethics and other material legal and regulatory policies, including the Company’s Whistleblower Policy, and reviews reports and investigations of potential violations under such policies. The Compensation Committee oversees risks relating to the Company’s compensation policies and practices for all employees and conducts a comprehensive compensation risk assessment at least annually. The Compensation Committee has regular discussions related to human capital, including management succession planning. Each committee charged with risk oversight reports to the Board on those matters on a regular basis.
To fulfill its responsibilities related to risk oversight, the Board must understand the significant risks the Company faces and confirm management is identifying and appropriately managing and mitigating

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such risks. In 2020, the Company implemented a robust Enterprise Risk Management (“ERM”) program, which includes an annual risk assessment and project plan, creation of a risk register to monitor mitigation actions and identify emerging risks, on-going dialogue and collaboration among management, use of data analytics and data science methodologies, quarterly meetings on mitigation plans, and periodic reports to the Board. The ERM process is managed by a management committee called the Enterprise Risk Committee, led by the Chief Financial Officer, Chief Legal Officer, Chief Accounting Officer and Vice President of Global Internal Audit, in coordination with senior functional leaders across the Company.
With respect to information security risk oversight, the Board receives regular updates from the Company’s senior management team to assess cybersecurity and other information technology risks facing the Company and the measures the Company is taking to mitigate such risks. The Company’s approach to identifying and mitigating such risks is ongoing monitoring of all of its technology systems and a comprehensive process to ensure its technology environment is operating and maintained in accordance with best practices and security standards defined within the NIST Cybersecurity Framework. In the past three years, the Company has not experienced any material information security breaches or incurred any material expenses, penalties, or settlements related to information security breaches. The Company is externally audited against top information security standards and regulations as required by applicable law. Employees take part in a mandatory internal educational program to ensure continual awareness of new and emerging threats (which includes phishing simulations) and computer-based training that is required at the time of hire and annually thereafter. Employees are subject to information technology policies, including the Company’s Acceptable Use Policy, Dual Use Device Policy, Information Security Policy and Password Policy.
Board Education
The Company provides continuing education for directors through board materials and presentations, discussions with management, and the opportunity to attend external board education programs. In addition, beginning in 2020, all directors have access to the resources of the National Association of Corporate Directors through a Company membership.
Executive Sessions
To ensure free and open discussion and communication among the non-management directors of the Board, the non-management directors meet in executive session at most Board meetings without members of management. The Chair presides over executive sessions of non-management directors. In addition, the independent directors meet in executive session at least once a year with no members of management or directors who are not “independent” present and the independent directors designate a director from among themselves to preside at executive sessions of the independent directors.
Code of Business Conduct and Ethics and Corporate Governance Guidelines

We maintain

The Company maintains a Code of Business Conduct and Ethics that applies to all of ourits officers, directors and employees, including our principalthe chief executive officer, principalchief financial officer, principalchief accounting officer and corporate controller, or persons performing similar functions, which is posted on ourits website at www.gates.com under “About Us: Investor Relations: Governance: Governance Documents.” OurThe Code of Business Conduct and Ethics is a “code of ethics,”ethics” as defined in Item 406(b) of RegulationS-K. We The Company will make any legally required disclosures regarding amendments to, or waivers of, provisions of ourthe code of ethics on ourits website. The information contained on, or accessible from, ourthe website is not part of this Proxy Statement by reference or otherwise.

Our

The Company’s Corporate Governance Guidelines set forth many of the practices, policies and procedures that provide the foundation of ourits commitment to strong corporate governance. The policies and practices covered in ourthe Corporate Governance Guidelines include operation of the Board of Directors, Board structure, director independence and Board committees. OurThe Corporate Governance Guidelines are reviewed at least annually by ourthe Nominating and Governance Committee and are revised as necessary or appropriate. OurThe Corporate Governance Guidelines are posted on ourthe Company’s website at www.gates.com under “About Us: Investor Relations: Governance: Governance Documents.”


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Director, Officer and Employee Hedging
The Company’s insider trading policy contains prohibitions on hedging and pledging. Directors, executive officers and employees are prohibited from trading in puts or calls or similar instruments of Company stock, from engaging in short sales of Company stock and from engaging in transactions (including variable forward contracts, equity swaps, collars and exchange funds) designed to hedge or offset any decrease in the market value of Company stock. Directors, executive officers and employees are also prohibited from pledging Company stock as collateral for a loan or as part of a margin account.
Compensation Committee Interlocks and Insider Participation

During the fiscal 2018,year ended January 2, 2021 (“Fiscal 2020”), Mr. Calhoun (prior to his resignation effective January 9, 2020), Mr. Simpkins, Mr. Calhoun and Ms. Kahr and Mr. Klebe served on the Compensation Committee. None of these individuals has been an officer or employee of the Company or any of its subsidiaries at any time. In 2018,Fiscal 2020, none of ourthe executive officers served as a member of the board of directors or compensation committee of any other company that has one or morewhose executive officers servingofficer(s) served as a member of ourthe Company’s Board or Compensation Committee.

The Company and certain of its affiliates are party to certain transactions with Blackstone described in the “Related-Person Transactions Policy and Procedures” section of this Proxy Statement.

Communications with the Board of Directors

Any shareholder or other interested party may communicate with ourthe directors, individually or as a group, the ChairmanChair or thenon-management or independent directors as a group, by addressing such communications to the General Counsel and Corporate Secretary of the Company, 1144 Fifteenth Street, Denver, Colorado 80202, who will forward such communications to the appropriate party unless the communications are of a personal nature or not related to the duties and responsibilities of the Board of Directors, including, without limitation, junk mail, mass mailings, business solicitations, spam, surveys and routine product or business inquiries.

Shareholder Engagement
The Company values shareholder engagement and is committed to maintaining open communications with the investment community. Throughout the year, management engages with shareholders on topics including company strategy and performance, corporate governance, compensation practices and sustainability. During 2020, in addition to quarterly earnings calls, the senior management team participated in eleven investor conferences and a number of other investor meetings. These engagements typically included the Chief Executive Officer and director, Mr. Jurek, as well as the Chief Financial Officer and the Vice President of Investor Relations. The input from these engagements informs the Company’s decision-making and it intends to continue this outreach going forward.
The Company also submits an advisory vote to its shareholders on an annual basis to approve the Named Executive Officer compensation. At the 2020 AGM, approximately 99% of the votes cast were in favor of the advisory vote to approve executive compensation. The Committee took this into account when making the decisions described in the Compensation Discussion and Analysis in this proxy statement.
The Company welcomes investor interaction and feedback. The Investor Relations department is the point of contact for shareholder interaction with the Company and can be reached through www.investors.gates.com. The information contained on, or accessible from, the website is not part of this Proxy Statement by reference or otherwise.

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Executive Officers

The following presents the positions, ages as of April 1, 201915, 2021 and selected biographical information for each of ourthe Company’s current executive officers (other than Mr. Jurek, whose biographical information appears above under “Director Backgrounds”).

Name​

Name

​Age​​

Position

​

Roger C. Gaston

Cristin Bracken		​​6353​​ExecutiveSenior Vice President—Human ResourcesPresident, Chief Legal Officer and Corporate Secretary​

Grant Gawronski

Roger Gaston		​​5665​Chief Commercial Officer

Walter T. Lifsey

60Chief Operating Officer

David H. Naemura

49Chief Financial Officer

Jamey S. Seely

47​Executive Vice President General Counsel and Corporate SecretaryChief Human Resources Officer​
Grant Gawronski​​58​​Executive Vice President and Chief Commercial Officer​
Walter Lifsey​​62​​Executive Vice President and Chief Operating Officer​
L. Brooks Mallard​​54​​Executive Vice President and Chief Financial Officer​
Thomas Pitstick​​49​​Chief Marketing Officer and Senior Vice President of Strategic Planning​

Roger C. Gaston

Cristin Brackenhas served as ourthe Company’s Senior Vice President, Chief Legal Officer and Corporate Secretary since October 2020. Ms. Bracken joined the Company in January 2017, previously serving as its Vice President and Assistant General Counsel, Compliance and Litigation, and then serving as its interim General Counsel prior to her appointment as Chief Legal Officer. As Chief Legal Officer, Ms. Bracken is responsible for all legal functions for Gates, including securities and corporate governance, M&A, litigation, commercial, regulatory, compliance, patents and trademarks, real estate, employment and labor, and environmental matters. Ms. Bracken has 27 years of experience as a lawyer specializing in compliance, complex litigation, risk management, regulatory, commercial agreements and transactions, and employment law for public and private equity-backed corporations. Prior to joining Gates, she held senior legal leadership roles in both the oil and gas and energy trading industries at companies such as SM Energy Company, Forest Oil Corporation and Dynegy Inc. She also previously served as an Assistant District Attorney in Houston, Texas. Ms. Bracken began her legal career at Fulbright & Jaworski LLP in its Dallas office.
Roger Gaston has served as the Company’s Executive Vice President—President and Chief Human Resources Officer since January 2018 and previously served as Senior Vice President—President, Human Resources frombeginning in August 2016. As Executive VP ofChief Human Resources Officer, Mr. Gaston works to build and enhance the Gates HRGates’ human resources function globally. He oversees talent management, recruiting, compensation, benefits, labor relations, maintaining a healthy workforce, and talent development. Prior to Gates,

Mr. Gaston worked as Senior Vice President-President — Human Resources for Avaya, a multibillion dollarmultibillion-dollar enterprise telecommunications and solutions company sincebeginning in 2006. At Avaya, Mr. Gaston oversaw all aspects of human resource management and industrial relations policies, practices and operations. Before Avaya, Mr. Gaston was a Corporate Vice President-President — Human Resources for Storage Technology Corp. from 2000 to 2005. Prior to Storage Technology Mr. Gaston served as the Senior Vice President, Human Resources for Toys R Us, Inc. from 1996-2000. A Chapter 11 petition for bankruptcy protection was filed by Avaya in January of 2017.

Grant Gawronski has served as ourthe Company’s Executive Vice President &and Chief Commercial Officer since December 2018. His direct commercial responsibilities include thefirst-fit and replacement businesses in the Americas and EMEA regions, as well as the Company’s global oil & gas business. Mr. Gawronski joined Gates in 2017 as President, Americas, and has broad leadership experience. Prior to joining the Company, Mr. Gawronski served as President, Electrical Industrial and Infrastructure for Eaton Corporation from 2012 to 2017. In that role, Mr. Gawronski oversaw a portfolio that included global oil and gas business units, the power quality business unit, and all Eaton electrical business units in Latin America and Canada. Prior to that, Mr. Gawronski served as Group President at Cooper Industries, and in significant general management positions at GE Lighting.

Walter Lifseyhas served as ourthe Company’s Executive Vice President and Chief Operating Officer since August 2015. As COO,Chief Operating Officer, Mr. Lifsey manages and oversees all manufacturing and operations globally for Gates, including the Operationsoperations function, HSE, Quality Assurance, Procurementhealth, safety and environmental, quality assurance, procurement and certain New Product Development. Mr. Lifsey has transformed manufacturing processes and procedures at Gates and is developing critical new assets and infrastructure for Gates globally.product development. Prior to joining Gates, Mr. Lifsey served as Chief Operating Officer of View Inc., a world-class manufacturer of intelligent windows, where Mr. Lifsey was responsible for all aspects of manufacturing, product quality, manufacturing engineering, operational

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planning, and manufacturing information systems. Before his time at View, Mr. Lifsey served in various roles at Atmel Corporation beginning in 2006 before becoming their as Chief Operating Officer where he led global operations from May 2010 to November 2012. Prior to Atmel, he served in various senior management roles at International Rectifier Corporation and TRW Inc.

David Naemura

L. Brooks Mallardhas served as ourthe Company’s Executive Vice President and Chief Financial Officer since March 2015.February 24, 2020. As CFO, Mr. NaemuraMallard manages Gates’ global corporate finance and accounting functions, including capital structure, resource allocation, financial reporting and the maintenance of ourthe global internal control systems. Mr. Naemura also manages Information Technology and Gates’ mergers and acquisitions function. Previously, Mr. NaemuraMallard served as the Chief Financial Officer of Henniges Automotive, a Group CFO in Danaher Corporation starting in April 2012. While Group CFO, Mr. Naemura maintained responsibilityglobal supplier of highly engineered sealing and anti-vibration systems for a diverse group of businesses in a variety of industrial and electronics end markets.the automotive market, beginning June 2019. Prior to serving in his Group CFO Role at Danaher Corporation, Mr. NaemuraHenniges Automotive, he served as a Platform CFOthe Executive Vice President and Chief Financial Officer of Jeld-Wen beginning in DanaherNovember 2014, where he helped take the company from June 2009 to March 2012. Mr. Naemura wasbeing private equity held, through an initial public offering on the New York Stock Exchange. He also previously an operating company CFO in Danaher. Prior to Danaher, Mr. Naemura was employed by Tektronix Corporation since 2000, prior to their acquisition by Danaher Corporation in 2007. Mr. Naemura was also formerly an auditor.

Jamey Seelyhas held senior financial leadership roles with TRW Automotive, Cooper Industries plc, Thomas & Betts, and Briggs & Stratton during his career.

Thomas G. Pitstickhas served as our Executivethe Company’s Chief Marketing Officer and Senior Vice President General Counselof Strategic Planning since October 2020. Prior to that, he served in various leadership roles, including Chief Marketing Officer and Corporate SecretarySenior Vice President of Product Line Management, as well as Senior Vice President of Innovation since September 2017.joining the Company in January 2016. Mr. Pitstick has responsibility for global marketing, company branding, corporate communications, global product line management, R&D for engine systems products, strategic planning, corporate development and M&A. Prior to joining Gates, Ms. Seely served as Executive Vice President, General Counsel and Corporate Secretary for ION Geophysical overseeing all corporate matters, securities regulation and disclosure issues, corporate governance, litigation, executive compensation and a broad range of financings, joint ventures and strategic transactions. Prior to ION, Ms. SeelyMr. Pitstick served as Senior Vice President of Alternative Energy for NRG Energy, Inc.,Marketing — Electrical Sector with management and legal oversight of multiple new business and startup ventures related to enhanced oil recovery, solar power and nuclear project development.Eaton Corporation. Prior to NRG Energy, Ms. SeelyEaton’s acquisition of Cooper Industries, he served as Vice President and General Counsel at DirectManager of the Cooper Power Systems Energy Automation Solutions business unit and as a partnerheld various roles in theCooper’s corporate and securities law groupbusiness development functions. Before Cooper, Mr. Pitstick held a number of Thompson & Knight LLP. Ms. Seely is licensed to practice in Texascommercial, product line management and New York.

business development roles with technology start-up companies.


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EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS
This Compensation Discussion and Analysis

Executive Summary

This Compensation Discussion & Analysis (“CD&A”) describes the compensation earned by or paid to our each individual who served in the capacity of principal executive officer (“Chief Executive Officer, our Officer”) or principal financial officer (“Chief Financial OfficerOfficer”) during Fiscal 2020 and ourthe three other most highly compensated executive officers serving in such capacities as of December 29, 2018January 2, 2021 (collectively, referred to as ourthe “Named Executive Officers”). OurThe Named Executive Officers for Fiscal 2020 are listed below:

Name​​2020 Position​

Name

Principal Executive Officer		​

Title

​		​​

Ivo Jurek

​​Chief Executive Officer​

David Naemura

Principal Financial Officer		​​​​
L. Brooks Mallard​​Chief Financial Officer​

David Wisniewski

​​Chief Financial Officer (interim) and Chief Accounting Officer​
David Naemura​​Chief Financial Officer (former)​
Next Three Most Highly Compensated Executive Officers​​​​
Roger Gaston​​Chief Human Resources Officer​
Grant Gawronski

​​Chief Commercial Officer​

Walter Lifsey

​​Chief Operating Officer

Jamey Seely

Executive Vice President, General Counsel and Corporate Secretary​

Effective January 31, 2020, Mr. Naemura resigned from his role as Chief Financial Officer of the Company. Mr. David Wisniewski, the Company’s Chief Accounting Officer, served as the Chief Financial Officer on an interim basis while the Company conducted an executive search for Mr. Naemura’s replacement. Effective February 24, 2020, Mr. L. Brooks Mallard joined the Company as the new Chief Financial Officer.
Compensation Philosophy and Objectives

Our philosophy is

To ensure management’s interests are aligned with those of the shareholders, the Company emphasizes a pay-for-performance compensation philosophy. The Company believes that a significant portion of each executive’s compensation should be “at risk” and tied to offer anoverall Company and individual performance. The executive compensation program that willis designed to enable us to attract, motivate, reward and retain high-caliber executives who are capable of creating and sustaining value for ourcustomers and shareholders and achieving the Company’s business goals over the long term. In addition, ourthe executive compensation program is designed to provide a fair and competitive compensation opportunity that appropriately rewards executives for their contributions to ourthe Company’s success. We also believe that a significant portion of each executive’s compensation should be “at risk” and tied to overall Company and individual performance. As described below, we believethe Company believes that each element of ourits executive compensation program aligns with this philosophy.

Executive Compensation Structure

The material elements of ourthe executive compensation program include basethe following, all of which are described in detail in this CD&A:
•
Base salary an annual,
​
•
Annual Cash Bonus (a short-term incentive plan that is tied in part, to Companythe Company’s annual financial performance,performance)
​
•
Long-Term Equity Incentives (a long-term incentive opportunities, broad-basedopportunity consisting of performance-based restricted stock units, time-based vesting restricted stock units and stock options)
​
•
Broad-based employee benefits, limited perquisites and severance coverage all
​

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Say-on-Pay and Say-on-Frequency Votes
In 2020, the Compensation Committee considered the outcome of which are described below.

Corporate the shareholder advisory vote on 2019 executive compensation when making decisions relating to the compensation of the Named Executive Officers and the Company’s executive compensation program and policies. The shareholders voted at the 2020 AGM, in a non-binding, advisory vote, on the 2019 compensation paid to our Named Executive Officers. Approximately 99% of the votes were cast in favor of the Company’s 2019 compensation decisions. Based on this level of support, the Compensation Committee decided that the “say-on-pay” vote result did not necessitate any substantive changes to the compensation program.

Under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), shareholders can vote on the frequency of say-on-pay voting once every six years. The Company expects this vote to next occur at our 2025 annual meeting. Until that time, the Company expects to hold an advisory, non-binding say-on-pay vote on an annual basis.
Governance Highlights

Related to Compensation Practices
The Company is committed to corporate governance practices that promote long-term value and strengthen board and management accountability to our shareholders, including the following:
​​​Compensation Practice​

What We Do (Best Practice)

Pay-for-Performance		​

What We Don’t Allow

​

•  Separate

— The majority of the roles of Chairmantotal executive direct compensation is variable and Chief Executive Officer

•  Enforce strict insider trading policies

•  Set stock ownership guidelines for executives and directors

•  Limit perquisites and other benefits

•  Incorporatechange-in-control provisions that are consistent with market practice

•  No hedgingdirectly or pledging ofindirectly tied to Company stock by executives or directors

•  Nochange-in-control severance multiple in excess of three times salary and target bonus

•  No excise tax or income taxgross-ups (except in the event of relocation)

•performance.

— No incentive funding when Company performance on a metric does not meet threshold requirements for such metric under ourthe annual short-termshort and long term incentive plan

•  No guaranteedplans (relating to performance awards).

— 50% of the Chief Executive Officer’s equity-based compensation

is performance based to motivate enhancement of long-term shareholder value.
— Compensation Committee review of executive tally sheets reflecting all compensation components to ensure that compensation decisions are in line with the Company’s pay-for-performance philosophy.
​
Excellence on the Board​​
— Annual election of directors by majority vote.
— Separation of Chair and Chief Executive Officer roles.
— All members of Audit Committee are financial experts.
​
Robust Stock Ownership Guidelines​​Stock ownership guidelines of 6x base salary for the Chief Executive Officer; 3x base salary for other executive officers and certain senior vice presidents; 4x cash retainer for directors.​
Double Trigger Change in Control​​Executive Change in Control Plan and, beginning in 2020, equity grants require both a change in control and a qualifying termination for accelerated vesting.​
Strict Trading Policy; Anti-Hedging and Pledging Policies​​Enforcement of a strict trading policy; no hedging or pledging of Company stock by executives or directors.​
Clawback Policy​​Recovery of incentive cash and equity compensation in certain circumstances if it was paid based on inaccurate financial statements.​


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​​​Compensation Practice​
Tax Gross-Ups​​No excise tax or income tax gross-ups (except in the event of relocation).​
Employment Contracts​​None of the current Named Executive Officers have an employment contract.​
Executive Compensation Determination Process

Role of Board, and Management.Compensation Committee.   The Compensation Committee provides assistance to ourthe Board for oversight of ourto oversee the Company’s executive compensation program. Our BoardAs part of its responsibilities under its charter, the Compensation Committee oversees the annual compensation decision process for the Named Executive Officers, including the Chief Executive Officer. The Compensation Committee has historically taken into account multiple factors,

such as considering the responsibilities, performance, contributions and experience of each Named Executive Officer and their compensation in relation to other employees and other equivalent roles.

In addition, the Board takes into account our Chief Executive Officer’s judgment and knowledge of our industry when considering recommendations for executive officer compensation. Our Chief Executive Officer

The Compensation Committee annually reviews each executive officer’s and Named Executive Officer’s performance with the Board and recommends an appropriate base salary, annual incentive target opportunity and annual incentive payout and, if applicable, grant of long-term equity incentive award. Based upon the recommendations of our Chief Executive Officer and the other considerations described below and in consideration of the executive compensation philosophy described above, the Board approves the annual compensation packages for our executive officers other than our Chief Executive Officer.

The Board annually reviews our Chief Executive Officer’s performance, base salary, annual incentive target opportunity and outstanding long-term incentive awards and approves any changes to the Chief Executive Officer’s overall compensation package in light of such review. OurThe Chief Executive Officer does not participate in deliberations regarding his own compensation.

Timing

In addition, the Compensation Committee has historically taken into account the recommendations of the Chief Executive Officer based on his judgment and knowledge of the industry when making compensation decisions for the executive officers (other than the Chief Executive Officer). The Chief Executive Officer annually reviews each other executive officer’s performance with the Compensation Decisions. Pay recommendationsCommittee and recommends to the Compensation Committee an appropriate base salary, annual incentive target opportunity and annual incentive payout and grant of long-term equity incentive award. Based upon this recommendation and the other considerations described below, and in consideration of the executive compensation philosophy described above, the Compensation Committee reviews the overall annual compensation packages for our executives,the executive officers, including the Named Executive Officers, and approves such compensation packages, other than the proposed equity grants. Proposed grants of equity to the Named Executive Officers and other Section 16 officers are madereviewed and approved by the full Board in order to qualify such grants as exempt from the short-swing profit provisions of Section 16 of the Exchange Act.
Role of the Independent Compensation Consultant.   The Compensation Committee retains an independent compensation consultant, Aon plc (the “Consultant”), to support the oversight and management of the executive compensation program. The Compensation Committee retains sole authority to hire or terminate the Consultant, approve its compensation, determine the nature and scope of services, and evaluate performance. One or more representatives of the Consultant attend Compensation Committee meetings, as requested, and communicate with the Compensation Committee atChair between meetings. The Compensation Committee makes all final decisions. The Consultant’s specific roles include, but are not limited to:
•
advising the Compensation Committee on executive compensation trends and regulatory developments;
​
•
providing a total compensation study for executives, compared against the companies in the peer group, and recommendations for executive pay;
​
•
providing advice to the Compensation Committee on governance best practices, as well as any other areas of concern or risk;
​
•
serving as a resource to the Compensation Committee Chair for meeting agendas and supporting materials in advance of each meeting;
​
•
reviewing and commenting on proxy disclosure items, including this CD&A;
​
•
reviewing and commenting on the Compensation Committee’s annual compensation risk assessment;
​
•
advising the Compensation Committee on management’s pay recommendations; and
​

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•
from time to time, reviewing and providing compensation recommendations for non-employee directors to the Nominating and Governance Committee.
​
The Compensation Committee has assessed the independence of the Consultant as required by the NYSE rules. The Compensation Committee reviewed its second scheduled meetingrelationship with the Consultant and considered all relevant factors, including those set forth in Rule 10C-1(b)(4)(i) through (vi) under the Exchange Act. Based on this review, the Compensation Committee concluded that the Consultant is independent and there are no conflicts of interest raised by the work performed by the Consultant.
Role of the Peer Group.   The Compensation Committee, with the help of the Consultant, conducts an annual review and evaluation of executive and director compensation in comparison to an industry peer group. In establishing the industry peer group, the Compensation Committee targets approximately 15-20 companies based on the following selection criteria:
•
publicly-traded companies within similar Global Industry Classification Standard (“GICS”) code classifications;
​
•
peer companies used by the potential peer companies (peers of peers) within the similar GICS codes;
​
•
peer companies used by proxy advisory firm Institutional Shareholder Services Inc. (“ISS”) in 2019;
​
•
companies with annual revenues of approximately 0.4x to 3x Gates’ annual revenues; and
​
•
companies with enterprise values of approximately 0.2x to 5x Gates’ total enterprise value.
​
The peer group the Compensation Committee selected to assist with Fiscal 2020 compensation decisions is unchanged from our fiscal year ended December 28, 2019 and consisted of the following companies in the GICS Industrials Sector and Capital Goods Industry Group:
•
AMTEK, Inc.
​
•
Colfax Corporation
​
•
Crane Co.
​
•
Donaldson Company, Inc.
​
•
Flowserve Corporation
​
•
Gardner Denver Holdings, Inc. (now Ingersoll Rand Inc., following a merger during 2020)
​
•
Graco Inc.
​
•
IDEX Corporation
​
•
Lincoln Electric Holdings, Inc.
​
•
Nordson Corporation
​
•
Pentair plc
​
•
Regal Beloit Corporation
​
•
Rexnord Corporation
​
•
SPX Corporation
​
•
The Timken Company
​
•
Xylem Inc.
​
The Compensation Committee uses competitive compensation data from the annual total compensation study of peer companies to inform its decisions about overall compensation opportunities and specific compensation elements. Additionally, the Compensation Committee uses multiple reference points when establishing targeted compensation levels. The Compensation Committee uses the competitive 50th percentile for targeted total compensation as a guide, but does not benchmark specific compensation elements or total compensation to any specific percentile relative to the peer companies or the broader U.S. market.

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Instead, the Compensation Committee applies judgment and discretion in establishing targeted pay levels, taking into account not only competitive market data, but also factors such as Company, business and individual performance, scope of responsibility, critical needs and skill sets, leadership potential and succession planning.
For the fiscal year typically heldending January 1, 2022 (“Fiscal 2021”), the Compensation Committee, in consultation with the Consultant, has maintained the current selection criteria used in Fiscal 2020 for selecting the peer group. Based on that criteria, one new company, Dover Corporation, was added to the peer group for Fiscal 2021 compensation decisions.
Role of Tally Sheets.   Each year, the Compensation Committee conducts a comprehensive compensation review for each Named Executive Officer prior to making decisions about executive compensation for the next year. The Committee reviews a tally sheet for each Named Executive Officer that encompasses two years of all elements of compensation, including the value of base salary, short-term incentives, long-term incentives, retirement benefits, health and welfare benefits and personal benefits. This comprehensive review ensures that future compensation decisions are in line with the Company’s pay-for-performance compensation philosophy.
Timing of Compensation Decisions.   The Compensation Committee generally makes executive compensation decisions in February aroundof each year, after the same time we report ourCompany reports its fourth quarter andyear-end financial results for the preceding fiscal year (the “February meeting”). This timing allows the Compensation Committee to have a complete financial performance picture prior tobefore making compensation decisions.

Compensation decisions with respect to prior year performance, as well as annual equity awards and target performance levels under our incentive plans for the current year are typically made at this February meeting. Any equity awards recommended by the Compensation Committee at this meeting are reviewed by the Board and, if approved, are dated on the date of the Board meeting held later that day or the following day. The exception is executive compensation, including equity grants, to executives who are promoted or hired from outside the Company during the year. These executives may receive compensation changes or equity grants effective or dated, as applicable, as of the date of their promotion, hiring date, or other Board approvalapproved date.

Role of the Independent Compensation Consultant. We have retained an independent compensation consultant, Aon (the “Consultant”), to support the oversight and management of our executive compensation program.

In fiscal 2018, the Consultant performed a variety of work, including but not limited to: attending Compensation Committee meetings and preparing materials and analysis for any program changes; advising the Compensation Committee on executive compensation trends and regulatory developments; providing a comprehensive risk assessment of our compensation programs; reviewing our peer group; providing a total compensation study to assist in comparing our compensation program against peer companies’ programs; providing advice to the Compensation Committee on governance best practices, as well as any other areas of concern or risk; reviewing and commenting on proxy statement disclosure items, including preparation of this CD&A; advising the Compensation Committee on executive and directors’ pay recommendations; and providing advice and guidance on new performance-based restricted stock unit documentation.

The Compensation Committee has assessed the independence of the Consultant as required by the NYSE rules. The Compensation Committee reviewed its relationship with the Consultant and considered all relevant factors, including those set forth in Rule

10C-1(b)(4)(i) through (vi) under the Exchange Act. Based on this review, the Compensation Committee concluded that the Consultant is independent and there are no conflicts of interest raised by the work performed by the Consultant.

Peer Group. Additionally, in 2017, the Consultant performed a competitive pay study to assist the Compensation Committee in its review and evaluation of executive and director compensation. The Consultant

developed, and the Compensation Committee approved, a peer group of fifteen companies based on the following criteria:

publicly-traded companies within similar GICS code classifications;

peer companies used by the potential peer companies within the similar GICS codes;

management and Board recommendations;

companies with annual revenues of approximately 0.4x to 3x Gates’ annual revenues; and

companies with enterprise values of approximately 0.2x to 5x Gates’ expected total enterprise value.

The peer group used to assist with 2018 compensation decisions consisted of the following companies:

Peer Group

Actuant CorporationFlowserve CorporationNordson Corporation
AMTEK, Inc.Franklin Electric Co.Regal Beloit Corporation
Colfax CorporationGraco, Inc.Rexnord Corporation
Donaldson Company, Inc.IDEX CorporationSPX Corporation
EnPro Industries, Inc.Lincoln Electric HoldingsThe Timken Company

What We Pay and Why: Elements of Compensation

Our

The Company’s executive compensation program is designed to recognize an executive’s scope of responsibilities, leadership ability and effectiveness in achieving key performance goals and objectives. As an executive’s level of responsibility within Gates increases, so does the percentage of total compensation that is linked to performance in the form of variable compensation. WeThe Company also provideprovides various retirement and benefit programs and modest, business-related benefits as discussed below.

Total Compensation Mix.   The Company’s mix of target total compensation in 2020, as illustrated by the below charts, is significantly skewed towards variable “at-risk” compensation.
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Base Salary.   Base salaries for ourthe Company’s Named Executive Officers in 20182020 were determined by the Compensation Committee after consideration of: (1)of the Chief Executive Officer’s recommendations (for all

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Named Executive Officers other than the Chief Executive Officer); (2)the breadth, scope and complexity of the executive’s role; (3) internal equity; (4) current compensation; (5) tenure in position and prior tenure in related roles (excepting Gates); (6)roles; market pay levels; and (7) individual performance. Base salaries are reviewed annually at the February meeting or at other times when appropriate and may be increased from time to time pursuant to such review.

The Consultant assists the Compensation Committee with this process by providing market and peer group data and making recommendations.

Effective January 1, 2018, weFebruary 21, 2020, the Company adjusted the annual base salary of Mr. Jurek by 3% (from $900,000$1,000,000 to $945,000)$1,030,000), Mr. Gaston by 5% (from $400,000 to $420,000), Mr. Gawronski by 3.5% (from $645,000 to $667,575), Mr. Lifsey by 3.5% (from $646,600 to $669,231) and Mr. LifseyWisniewski by 3% (from $548,625$386,250 to $610,000)$397,838), primarily to align to market compensation practices and reward performance as well as to better align their compensation to the market.certain individual performance. Mr. Jurek’s base salary increase also reflected aone-time salary adjustment thatMallard was provided to offset the elimination of automobile allowances beginning in 2018. Effective January 1, 2018, Mr. Naemura also received a similarone-time salary adjustment (from $595,000 to $610,000) to offset the elimination of automobile allowances beginning in 2018. Additionally, in connectionhired effective February 24, 2020, with his promotion in December 2018, Mr. Gawronski’san annual base salary was increased from $500,000 to $600,000, effective December 1, 2018.of $550,000. The Summary Compensation Table below shows the base salary earned by each Named Executive Officer during fiscal 2018.

AnnualFiscal 2020.

Short-Term Incentive Plan. We provide anOpportunity.   The Company provides a short-term annual incentive opportunity under the Gates Global Bonus PlanPolicy (the “Annual Plan”) to (1) reward certain employees, including ourits Named Executive Officers, for achieving specific performance goals that would advance our profitability; (2)the Company’s profitability and drive key business results;results, and (3)to recognize individuals based on their contributions to those results.

Payouts

The following table illustrates the calculation of the annual cash incentive awards that could have been earned by each of the Company’s Named Executive Officers (other than Mr. Naemura) in 2020 under the 2018Annual Plan, had the Company attained 100% of the target performance requirement. The target opportunity as a percentage of base salary for the Named Executive Officers remained flat from 2019 to 2020.
Name​​
Base Salary
($)
​​
Target
Annual Plan
Opportunity
(% of Base
Salary)
​​
Target Annual Plan
Opportunity
($)
​
I. Jurek​​​$1,030,000​​​​​150%​​​​$1,545,000​​
B. Mallard​​​$550,000​​​​​85.25%*​​​​$468,852​​
R. Gaston​​​$420,000​​​​​100%​​​​$420,000​​
G. Gawronski​​​$667,575​​​​​100%​​​​$667,575​​
W. Lifsey​​​$669,231​​​​​100%​​​​$669,231​​
D. Wisniewski​​​$397,838​​​​​50%​​​​$198,919​​
​
*
Bonus target percentage is prorated for Mr. Mallard based on his February 24, 2020 start date.
​
Potential 2020 payout targets under the Annual Plan were based on a combination of the achievement of ourthe Company’s financial performance goals in the fiscal yearFiscal 2020 (the “Gates Financial Performance Factor”), which fund the Annual Plan,

and the Named Executive Officer’s performance during the fiscal year against his or her individual performance goals (the “Individual Performance Factor”).

Gates Financial Performance Factor.   The Gates Financial Performance Factor sets the funding levels for the Annual Plan. The Board, after an evaluation of possible financial performance measures, determined to continue to useusing Adjusted EBITDA, (50%), Free Cash Flow (30%) and Revenue (20%) as the financial performance measures for 2018.2020, with the only change being to the calculation of Free Cash Flow to include actual working capital rather than average working capital, to provide simplification and transparency. The Board determined that these financial performance measures werewould be critical indicators of ourthe Company’s performance for 20182020 and, when combined, contributedwould contribute to sustainable growth. Financial performance for these measures was determined 100% at a company-wide level. The Annual Plan financial performance measures and weightings for 2020 are described below.


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Performance Measure

​

Definitions

​		Description​
Adjusted EBITDA (50%)​​Adjusted EBITDA under the Annual Plan is defined in substantially the same manner as described in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results ofOperations— Operations —  Non-GAAP Measures,” of ourthe 2020 Annual Report on Form10-K for the fiscal year ended December 29, 2018, except it does not include foreign exchange impacts if greater than an absolute value of $10 million.
Report.​
Free Cash Flow (30%)​​Calculated as Adjusted EBITDA (as defined for purposes of the Annual Plan as described immediately above), less capital expenditures, plus or minus the change in average trade working capital; measured as an annualized average against actual performance.
capital versus prior year.​
Revenue (20%)​​Revenue under the Annual Plan is defined as consolidated revenue as reflected in ourthe Company’s financial statements, excluding the impacts of acquisitions made during the fiscal year.​

The Compensation Committee has reserved the ability to adjust the actual financial performance results to exclude the effects of extraordinary, unusual or infrequently occurring events. The weighted achievement factor for each of the financial performance measures will beis determined by multiplying the weight attributed to each performance measure by the applicable achievement factor for each measure. For each of the performance measures, the achievement factor will beis determined by calculating the payout percentage against the target goal based on apre-established scale. Funding attainment with respect to these performance measures can range from:

no•

0% funding for performance below the threshold requirement level;

requirement;

​

•
50% of target incentive for achieving 95% of the target performance requirement;requirement (threshold);
​
•
100% of target incentive for achieving 100% of the target performance requirement (target); and

​

•
150% of target incentive for achieving 105% of the target performance requirement.

requirement (maximum).

If achievement with respect to any

​
Payouts for performance measure falls between the threshold and target, or between the target and maximum, earned award amounts for that particular performance measure will bepoints are interpolated on a straight-line mathematical basis (andand rounded to the nearest whole number). If achievement with respect to any performance measure does not reach threshold, then that measure will be deemed to have 0% attainment.

number. The following table outlines the calculation of the funding attainment based on thepre-established scale.

Measure

  Weighting  Threshold
(50%
Funding
for 95%
of Target)		   Target
(100%
Funding)		   Maximum
(150%
Funding for
105% of
Target)		   2018
Attainment
($)		  2018
Attainment
(%)		  2018
Recommendation
(%)		 
      (Dollars in Millions)       

Adjusted EBITDA

   50%  $708.8   $746.1   $783.4   $751.4   107%   107% 

Free Cash Flow

   30%  $529.0   $556.8   $584.6   $553.5(1)    94%   75% 

Revenue

   20%  $3,148.8   $3,316.8   $3,446.4   $3,331.9   106%   106% 

Total

           103%   97% 

(1)

For fiscal 2018, the Compensation Committee adjusted the Free Cash Flow results to exclude $30.0 million of incremental capital expenditures that were approved by the Board following the establishment of the financial performance targets for fiscal 2018 under the Annual Plan.

Notwithstanding the establishment of the performance components and the formula for determining the funding levels as described above, the Compensation Committee hasmay adjust the ability to exercise positive or negative discretion and award a greater or lesseraggregate amount available to fund the Annual Plan than the amount determined by the above formula if, in the exercise of its business judgment, the Compensation Committee determines that a greaterbut does not expect to do so absent unanticipated or lesser amount is warranted under theexceptional circumstances. For 2018, based on management’s recommendation, the Compensation Committee used its discretion to reduce the attainment percentage for Free Cash Flow from 94% to 75%, which resulted in the total attainment percentage being reduced from 103% to 97%.

After the Gates Financial Performance Factor is calculated and the “pool” is setaggregate amount available to fund bonus payouts, ourthe Annual Plan is approved by the Compensation Committee, the Company’s Chief Executive Officer hasmay allocate the discretion to determine how that pool is allocated throughoutfunding across the organization as he deems appropriate (excluding with respect to himself). This is done by adjusting and may adjust the Gates Financial Performance Factor either upward or downward for each functional area or geographic region based on the performance of that specific functional area or geographic region. For fiscal 2018, our Chief
In 2020, the Company’s financial results, consistent with the global economy, were significantly impacted by the Covid-19 pandemic, despite the tremendous amount of hard work that took place to continue its business operations, satisfy customer demand, avoid significant layoffs or salary and benefit reductions, and provide safe work environments for its employees. The Gates Financial Performance Factors were all below threshold for the Annual Plan. Accordingly, the Compensation Committee determined in February 2021 there would be no funding of the Annual Plan for the Company’s Named Executive Officer exercised his discretionOfficers and all other employees who are eligible to adjustparticipate.
The following table outlines the calculation of the potential funding of the Annual Plan based on the Gates Financial Performance FactorFactors, the pre-established scale, and the actual funding for certain of2020.
​​​​​​​​​
Threshold
(50% Funding
for 95% of
Target)
​​
Target
(100%
Funding)
​​
Maximum
(150% Funding
105% of
Target)
​​2020 Attainment​​
Measure​​Weighting​​(Dollars in Millions)​​$​​%​​Funding​
Adjusted EBITDA​​​​50%​​​​$604.2​​​​$636.0​​​​$667.8​​​​$506.6​​​​​80​​​​$0​​
Free Cash Flow​​​​30%​​​​$503.5​​​​$530.0​​​​$556.5​​​​$446.9​​​​​84​​​​$0​​
Revenue*​​​​20%​​​​$3,029.4​​​​$3,120.3​​​​$3,200.0​​​​$2,793.0​​​​​90​​​​$0​​
​
*
Revenue threshold and maximum are narrower than 95% and 105% to align with the functional areas applicable to the other Named Executive Officers.

associated EBITDA levels.

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Individual Performance Factor. Each Named Executive Officer’s   Under the Annual Plan, the Compensation Committee establishes an annual Individual Performance Factor was determinedfor each of the Company’s Named Executive Officers, based on both financial andnon-financial objectives appropriate for each Named Executive Officer’s position. For 2018, we selectedposition for that year. The attainment percentage of the following individualIndividual Performance Factor is based on the participant’s achievement of his goals, performance goalsagainst his competencies and calibration across his team or region, among other things, during the applicable year. There is no stated maximum on the Individual Performance Factor.
If the Annual Plan had funded for each of our Named Executive Officers:

Operational Excellence: Improvements in operational efficiency/productivity.

Building Organizational Capacity: Increasing talent pipeline within the organization; attracting and developing talent and growing organizational capacity.

Financial Goals: Achieving our annual financial plan.

Actual2020, actual amounts paid under the Annual Plan werewould have been calculated by multiplying each Named Executive Officer’s base salary in effect on December 31, 20182020 by (i) his or her Annual Plan target bonus opportunity (which is reflected as a percentage of base salary), (ii) the final Gates Financial Performance Factor, and (iii) the Individual

Performance Factor. There is no maximumHowever, since the Compensation Committee did not fund the Annual Plan in 2020, the Individual Performance Factor did not impact payouts.

2020 One-Time Special Awards.   On rare occasions, the Compensation Committee may provide discretionary cash awards to the Company’s Named Executive Officers. In February 2021, the Compensation Committee performed a comprehensive qualitative review of management’s operational performance during 2020 to mitigate the impact of Covid-19 on the discretionaryCompany’s business and its global employees, and to position Gates for success post-pandemic. The Compensation Committee believes the actions taken by the Company, led by its Named Executive Officers, to mitigate the impacts of the pandemic ensured the sustainability of its business, products and services, and positioned the Company to increase long-term shareholder value. The Compensation Committee reviewed the following 2020 leadership initiatives and significant operational accomplishments as part of their overall 2020 performance assessment:
1.
Keeping employees and communities safe
​
•
In January 2020, as its business in China was being impacted, the Company mobilized a highly engaged, cross-functional emergency response team that developed and remains tactically engaged in the implementation of the Covid-19 pandemic countermeasure actions across the Company’s global footprint.
​
•
The Company proactively and effectively implemented quarantine protocols, social distancing policies, work-from-home arrangements, travel suspensions, transportation assistance, frequent and extensive disinfecting of workspaces, the provision of personal protective equipment, mandatory temperature monitoring and Covid-19 testing at certain facilities.
​
2.
Meeting or exceeding all applicable government regulations
​
•
The Covid-19 pandemic emergency response team stayed abreast, and sometimes ahead, of the rapidly changing regulatory environments across the Company’s more than 110 offices, factories and distribution centers around the world.
​
3.
Continuing to serve customers, many of whom operate in essential industries
​
•
Many of Gates’ customers operate in essential industries as defined by the US Cybersecurity and Infrastructure Security Agency (CISA) and similar government organizations around the world. The Company’s products are used across an extensive array of industries such as agriculture, food production, construction, transportation and logistics, healthcare, industrial automation and many more. Its customers explicitly requested that the Company continue to operate to support their businesses and were appreciative that it was able to do so, which the Company believes contributed both to its solid financial performance in 2020 and to the establishment of new customer relationships from which the Company expects to benefit going forward.
​

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•
The Company overcame ongoing challenges of government shutdowns in the locations where it operates, as well as staffing shortages due to illness, quarantines and travel restrictions, with the majority of facilities remaining open and operating throughout 2020.
​
•
The commercial function adopted and expanded on virtual sales techniques and technical sales tools to serve customers and minimize disruptions.
​
•
The Company took only limited temporary cost reduction actions to protect its ability to supply critical components to its global customer base.
​
4.
Ongoing investment and innovation
​
•
The Company continued to execute on critical initiatives planned prior to the pandemic, including restructurings, process standardization and new product innovation.
​
•
The Company continued to accelerate innovation, finding new opportunities to meet customer demand in a rapidly changing landscape.
​
5.
Focusing on Human Capital
​
•
The Company maintained compensation levels for employees across the company, including providing an annual salary increase to eligible employees, and provided enhanced health and welfare benefits where appropriate.
​
•
In the fourth quarter of 2020, the Company paid a “Manufacturing Appreciation Award” equating to approximately one week’s pay to approximately 5,000 qualifying employees in its manufacturing and distribution facilities in recognition of their commitment through the global pandemic.
​
•
The leadership team kept employees engaged and involved with fulsome and increased corporate communication.
​
•
Employees under quarantine continued to receive compensation, either through salary, sick pay or other mechanisms depending on global location, to encourage a safe response to actual and potential exposures.
​
In addition to the accomplishments above, the Compensation Committee considered the Company’s financial performance, including as compared to its premium diversified industrials peers, in the second half of Fiscal 2020 as the market recovery began. The Compensation Committee also considered the specific impacts of the pandemic on the financial results, reviewing a detailed quarter-by-quarter impact analysis that took into account significant sales volume declines due to shelter-in-place requirements, customer shutdowns, supply constraints and decreased demand, as well as costs and inefficiencies related to the pandemic. While the pandemic-induced economic environment in the first half of the year was challenging, the flexible posture the Company maintained enabled a strong recovery and efficient transition back to organic growth, with higher margins and strong momentum in the second half of 2020.
Based on its 2020 quantitative and qualitative performance assessment, the Compensation Committee believed strongly that the Company exhibited superior financial and operational performance in the face of significant global headwinds due to Covid-19, and the Named Executive Officers and certain other eligible employees should be rewarded for this performance in 2020. In February 2021, the Compensation Committee, in consultation with the Consultant, approved special one-time cash awards (the “2020 Special Awards”) to be paid to approximately 1,600 eligible employees, including the Company’s Named Executive Officers, as recognition for contributions, impact and leadership provided to the Company in managing its business through the Covid-19 pandemic during Fiscal 2020. The Company reacted quickly to the pandemic by first prioritizing the health and safety of its employees and the communities in which it operates around the world, and then by developing tactical operational and commercial plans to both manage the impact of the pandemic and protect the Company’s competitive position for the market recovery.
The aggregate amount of funding the Compensation Committee approved for the 2020 Special Awards was equivalent to the amount that would have funded the Annual Plan, had the Company attained 100% of the target performance requirement under the Annual Plan. The following table illustrates2020 Special Awards approved for the calculation of the annual cash incentive awards payable to each of our

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Company’s Named Executive Officers are listed below, which represents no more than 100% of each Named Executive Officer’s target opportunity under the Annual Plan.
Name​​2020 Special Award​
I. Jurek​​​$1,545,000​​
B. Mallard​​​$468,852​​
R. Gaston​​​$399,000​​
G. Gawronski​​​$634,196​​
W. Lifsey​​​$669,231​​
D. Wisniewski​​​$188,973​​
Long-Term Incentive Opportunity.   The Company believes that its Named Executive Officers’ long-term compensation should be directly linked to the value it delivers to shareholders. Equity awards granted to Named Executive Officers are designed to provide long-term incentive opportunities over a period of several years. In connection with the Company’s initial public offering (the “IPO”), it adopted the Gates Industrial Corporation plc 2018 Omnibus Incentive Plan (the “2018 Omnibus Incentive Plan”), a market-based long-term incentive program that allows for awards of a mix of performance shares, restricted shares and stock options. The 2018 Omnibus Incentive Plan was informed by the peer group and broader public company practice and is consistent with the Company’s compensation objective of providing a long-term equity incentive opportunity that aligns compensation with the creation of shareholder value and achievement of business goals.
In February 2020, the Company’s Board approved an annual long-term incentive award (the “2020 LTI”) under the 2018 AnnualOmnibus Incentive Plan to incentivize long-term business performance as well as to promote retention. The 2020 LTI for Named Executive Officers, other than the Chief Executive Officer, is comprised of 34% performance-based vesting restricted stock units (“PRSUs”), 33% time-based vesting restricted stock units (“RSUs”), and 33% time-based vesting non-qualified stock options (“Options”). The 2020 LTI for the Chief Executive Officer is comprised of 50% PRSUs, 25% RSUs, and 25% Options. Mr. Naemura did not receive a 2020 LTI as his resignation was effective on January 31, 2020, prior to the February board meeting at which the 2020 LTI was approved.
Each Named Executive Officer’s target opportunity for the 2020 LTI is a percentage of his base salary. For 2020, the percentage of base salary was: Mr. Jurek (450%), Mr. Mallard (190%), Mr. Gaston (155%), Mr. Gawronski (240%), Mr. Lifsey (240%), and Mr. Wisniewski (80%).
The RSUs and Options will vest in substantially equal annual installments on the first three anniversaries of the grant date, subject to the executive’s continued employment through the vesting date. The PRSUs provide that 50% of the award will vest if the Company achieves a certain level of average annual Adjusted Return on Invested Capital (“Adjusted ROIC”) and the remaining 50% will vest if the Company achieves certain Relative Total Shareholder Return (“Relative TSR”) goals. Performance for the Adjusted ROIC and Relative TSR goals are each measured over a three year performance period based on 2018 financial performancethe pre-established scale. The Compensation Committee selected Adjusted ROIC as a metric to drive focus on making sound investments and individual performance.

Name

  Base Salary
($)		   Target
Bonus
(% of Base
Salary)		  Target Bonus
Opportunity
($)		   Combined
Performance
Factor (%)*		  Actual
Payout
($)		 

I. Jurek

  $945,000    150%  $1,417,500    98%  $1,389,150 

D. Naemura

  $610,000    115%  $701,500    98%  $687,470 

G. Gawronski(1)

  $600,000    75.85%  $455,096    100%  $455,096 

W. Lifsey

  $610,000    100%  $610,000    93%  $567,300 

J. Seely

  $425,000    70%  $297,500    95%  $282,625 

efficient use of working capital. The Compensation Committee selected Relative TSR as a metric to align a significant portion of pay delivery directly with shareholder value creation.
*Performance Measure

​

​Description​
Adjusted ROIC (50%)​​50% of PRSU value is calculated as (Adjusted EBITDA-depreciation and amortization) x (1 — 25% tax rate)) divided by (total assets — non-restricted cash — accounts payable — goodwill and other intangible assets that arose from the acquisition of Gates by Blackstone in 2014).​
​​​The final percentage after applyingfinancial measures used to determine Adjusted ROIC are calculated in accordance with U.S. GAAP as presented in the GatesCompany’s financial statements, except (i) Adjusted EBITDA is defined in substantially the same manner as described in “Item 7. Management’s Discussion and Analysis of Financial Performance FactorCondition and the Individual Performance Factor.

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(1)Performance Measure

During fiscal 2018, Mr. Gawronski’s target incentive percentage was increased​

​Description​
​​​Results of Operations — Non-GAAP Measures” of the 2020 Annual Report, (ii) the depreciation and amortization deduction excludes the amortization of intangible assets arising from 75% to 85%the acquisition of Gates by Blackstone in connection with his promotion in December 2018. Accordingly, Mr. Gawronski’s target incentive opportunity for fiscal 2018 was calculated using apro-rated target incentive percentage2014 and (iii) total assets excludes both income tax receivables and deferred income tax assets.​
Relative TSR (50%)​​50% of PRSU value is based on the time spentCompany’s three-year relative TSR ranking against companies in each role.

the S&P 400 Capital Goods Industry Index. TSR is measured by stock price change and dividends over the performance period as a percentage of the beginning stock price. The beginning and ending stock prices are based on the 20-day trailing averages.		​

The total number of PRSUs that vest at the end of the three year performance period will range from a payout of 0% to a maximum of 200% as determined by measuring actual performance over the performance period for Adjusted ROIC and Relative TSR against the performance goals based on a pre-established scale. Payout for achievement between the performance levels will be determined based on a straight-line interpolation of the applicable payout range rounded to the nearest whole percentage. Payouts are subject to the Named Executive Officer’s continued employment through the end of the applicable performance period and are paid out after the certification of the performance results by the Compensation Committee. The Compensation Committee chose Adjusted ROIC and Relative TSR performance goals that are, in the Compensation Committee’s view, challenging but achievable.
Other Aspects of the Company’s Compensation Programs
Sign-on Bonuses. and Discretionary Bonuses.   From time to time, wethe Company may awardsign-on and discretionary bonuses.Sign-on bonuses are used only when necessary to attract highly skilled officers to the Company. Generally, they are used to incentivize candidates to leave their current employers or may be used to offset the loss of unvested compensation they may forfeit as a result of leaving their current employers. Nosign-on or discretionary bonuses wereDuring 2020, the Company awarded a sign-on bonus of  $100,000 to anyMr. Mallard designed to replace certain compensation forfeited from his previous employer when he joined the Company. Had Mr. Mallard voluntarily left the Company within one year of his start date, he would have been required to repay this sign-on bonus.
Employment Agreements.   At this time, none of the Named Executive Officers have employment agreements in 2018.

Long-Term Incentive. We believe that our Named Executive Officers’ long-term compensation should be directly linked to the value we deliver to stockholders. Equity awards to our Named Executive Officers are designed to provide long-term incentive opportunities over a period of several years.

Historically, grants have not been made on an annual basis, and instead were made upon an executive’s commencement of employment with us, when an executive receives a promotion into a more senior-level position or to reward performance. In connection with the IPO, we adopted the Gates Industrial Corporation plc 2018 Omnibus Incentive Plan (the “2018 Omnibus Incentive Plan”), a market-based long-term incentive program which allows for awards of a mix of performance shares, stock options and restricted shares. The 2018 Omnibus Incentive Plan is informed by the peer group and broader public company practice and is consistent with our compensation objective of providing a long-term equity incentive opportunity that aligns compensation with the creation of stockholder value and achievement of business goals.

2018 Grants. The Compensation Committee determined that the size, structure and value of theplace.

pre-IPO grants were sufficient incentive for 2018 and therefore no additional equity grants were made in 2018, except for one time grants under the 2018 Omnibus Incentive Plan to Mr. Gawronski and Ms. Seely described below.

During 2018, we made a specialone-time grant of stock options under the 2018 Omnibus Incentive Plan to each of Mr. Gawronski and Ms. Seely. Ms. Seely’s award consisted of 80,000 stock options which were granted to reward performance and in recognition of her contributions toward the completion of the IPO. Mr. Gawronski received a grant of 220,000 stock options to better align his compensation with market practices. The grant date fair values of these awards, calculated in accordance with Accounting Standards Codification Topic 718 (“Topic 718”), are reported in the Summary Compensation Table below. The stock options vest ratably on each of the first four anniversaries of the grant date, subject to the executive’s continued employment. For more information regarding the stock options, including the vesting criteria, see the section entitled “Narrative Disclosure Relating to the Summary Compensation Table and the Grants of Plan-Based Awards Table” below.

2014 Incentive Plan andCo-Invest Shares. Ourpre-IPO long-term incentive program consisted of awards under the 2014 Omaha Topco Ltd. Stock Incentive Plan, which was assumed by Gates Industrial Corporation plc and renamed the Gates Industrial Corporation plc Stock Incentive Plan in connection with thepre-IPO reorganization (the “2014 Incentive Plan”), permitting our Named Executive Officers to obtain shares in Omaha Topco. In connection with the assumption by Gates of the awards under the 2014 Omaha Topco Ltd. Stock Incentive Plan, Omaha Topco options were converted into Gates options and the exercise prices were adjusted to ensure that the options received were of equivalent economic value to the legacy Omaha Topco options. Additionally, Omaha Topco restricted stock units were converted into Gates restricted stock units.

The stock options granted under our 2014 Incentive Plan have four equally-weighted tiers. Tier I is subject to a five-year pro rata vesting schedule, and the remaining tiers are subject to vesting upon Blackstone’s achievement of specified internal rates of return or multiple of investment targets. Vesting of Tier I may accelerate upon specified events, and, for grants awarded prior to May 2017, vesting of Tiers II – IV may continue past separation of service upon specified events. For more information regarding the stock options, including the vesting criteria, see the section entitled “Narrative Disclosure Relating to the Summary Compensation Table and the Grants of Plan-Based Awards Table” below. Going forward, equity incentive awards will be made pursuant to the 2018 Omnibus Incentive Plan.

Prior to our IPO, certain of our Named Executive Officers and other eligible employees were provided with the opportunity to invest in Omaha Topco’s common stock. We considered this investment opportunity an important part of our equity program at the time because it encouraged stock ownership and aligned the investing Named Executive Officers’ financial interests with those of Omaha Topco’s stockholders. In connection with the IPO and the assumption by Gates of the awards under the 2014 Omaha Topco Ltd. Stock Incentive Plan, Omaha Topco shares were converted into Gates ordinary shares. Messrs. Jurek and Naemura participated in the program and invested 149,118 and 27,743 shares, respectively.

2019 Long-Term Incentive. In February 2019, our Compensation Committee approved the first annual long-term incentive grant (the “2019LTI”) under the 2018 Omnibus Incentive Plan to incentivize long-term business performance as well as to promote retention. The 2019 LTI is comprised of 33% time-based vesting restricted stock units (“RSUs”), 33% time-based vesting stock options and 34% performance based RSUs (“PRSUs”). Each of the RSUs and options will vest in equal annual installments on the first three anniversaries of the grant date, subject to the executive’s continued employment through the vesting date.

The awards under the 2019 LTI were granted on February 22, 2019. The target total grant date fair values for each of Messrs. Jurek’s, Naemura’s, Gawronski’s and Lifsey’s and Ms. Seely’s awards were $4,500,000, $1,382,260, $1,548,000, $1,551,840 and $658,750, respectively. The post-termination vesting and the exercise rights of the options under the 2019 LTI are substantially the same as the rights that apply to the options granted Mr. Gawronski and Ms. Seely in 2018 and described under the heading “Narrative Disclosure Relating to the Summary Compensation Table and Grants of Plan-Based Awards—Equity-Based Awards—2018 Grants”. In addition, Mr. Jurek was awarded aone-time special grant of time-based stock options with a grant date fair value of $4,500,000. These options are premium priced options which have an exercise price of $19.00 per share and vest in equal installments on the third, fourth and fifth anniversary of the grant date.

With respect to the RSUs, in the event of a termination for any reason other than death or disability prior to the vesting of the RSUs, all unvested shares of RSUs shall be forfeited. The RSUs will fully vest in the event of a termination due to death or disability and immediately prior to a change in control.

The PRSUs provide that 50% of the award will generally vest if the Company achieves a certain level of average annual Adjusted Return on Invested Capital (“Adjusted ROIC”) and the remaining 50% of the PRSUs will generally vest if the Company achieves certain Relative Total Shareholder Return (“Relative TSR”) goals, in each case, measured over a three year performance period. The total number of PRSUs that vest at the end of the performance period will range from 0% to 200% as determined by measuring actual performance over the

performance period for Adjusted ROIC and Relative TSR against the performance goals based on apre-established scale.

Payouts for achievement between the performance levels will be determined based on a straight line interpolation of the applicable payout range. The PRSU awards will vest at the end of the three-year performance period, subject to the Named Executive Officer’s continued employment through the end of the applicable performance period, and are paid out after the certification of the performance results by the Compensation Committee.

If the executive’s employment terminates for any reason other than as described below, all unvested PRSUs will be forfeited. Upon death or disability during the performance period, PRSUs representing apro-rata portion of the number of PRSUs that would have vested based on the Company’s actual performance for the entire performance period will be eligible to vest on apro-rata basis based on days employed during the performance period. Upon a change in control during the performance period, the PRSUs will vest based on the Company’s Relative TSR performance as measured through the date of the change in control and Adjusted ROIC as measured through the most recently completed fiscal quarter relative to the performance criteria determined by the Compensation Committee. Additionally, a target number of PRSUs will vest if a change in control occurs within the first six months of the performance period.

Other Aspects of Our Compensation Programs

Retirement Benefits. We offer   The Company offers the following retirement benefits to eligible U.S.-based employees, including ourthe Named Executive Officers, as specified below. Additional details about the Gates Corporation Supplemental Retirement Plan (the “Supplemental Retirement Plan”), as it applies to ourthe Named Executive Officers, is included in the “2018“2020 Nonqualified Deferred Compensation” section of this Proxy Statement.

Plan​

Plan

​		Description

Description

​
Gates MatchMaker 401(k) Plan​​A qualified defined contribution retirement benefit available to eligible U.S. employees (as defined in the plan document) that is intended to qualify as a profit sharing plan under Section 401(k) of the Internal Revenue Code of 1986, as amended from time to time (the “Code”).
​
Supplemental Retirement Plan​​A funded, nonqualified plan that provides ourthe Company’s executives, including our Named Executive Officers, benefits similar to the Gates MatchMaker 401(k) Plan but without an employer match or the Code contribution and earnings limitations.​

We offer

The Company offers a defined contribution retirement benefit to all eligible U.S. participants through the Gates MatchMaker 401(k) Plan. The Gates MatchMaker 401(k) Plan provides employees with individual retirement accounts funded by (1) an automatic Gates-paid contribution of 3% of employee eligible

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earnings, and (2) a Gates-paid match on employee contributionsdollar-for-dollar on the first 3% of eligible earnings that the employee contributes. The Code sets maximum limitations on employee contributions for participants and as well as limitations on the earnings upon which employee/employer contributions may be made. OurThe Company’s plans comply with the maximums under the Code as established and amended from time to time.

WeCode.

The Company currently offeroffers participation in the Supplemental Retirement Plan to specified U.S. employeesexecutives that include the Named Executive Officers. This plan is a nonqualified deferred compensation plan that provides participants with two benefit opportunities:

1.

Non elective employer contribution. A 6% employer contribution (the “Retirement Contribution”) on eligible earnings that exceed Section 401(a)(17) of the Code’s dollar limits.

2.

Compensation Deferral Opportunity. The Supplemental Retirement Plan permits participants to defer up to 80% of base salary and 80% of bonus compensation. There is no employer paid matching contribution on these deferrals.

1.

Non elective employer contribution. A 6% employer contribution (the “Retirement Contribution”) on eligible earnings that exceed Section 401(a)(17) of the Code’s dollar limits.
​
2.
Compensation Deferral Opportunity. Employee participants may defer up to 80% of base salary and 80% of bonus compensation. There is no employer paid matching contribution on these deferrals.
​
These deferrals are in addition to amounts participants may defer in the Gates MatchMaker 401(k) Plan.

Other Benefits. We provide   The Company provides other benefits to the Named Executive Officers that we believeits believes are necessary to compete for executive talent. The additional benefits for the Named Executive Officers generally consist of a parking subsidy, tax preparation services and an executive annual physical examination. Taxgross-ups are provided to our executive officers, including the Named Executive Officers, for certain relocation benefits which are provided in connection with an executive’s commencement of employment with us.the Company. The specific amounts attributable to the 2018 other benefits provided to the Named Executive Officers in 2020 are set forth in the “All Other Compensation” column of the Summary Compensation Table of this Proxy Statement.

We

The Company also provideprovides other benefits such as medical, dental and short-term disability coverage to each Named Executive Officer, which are identical to the benefits provided to all other eligible U.S.-based employees. Our executiveExecutive officers, including ourthe Named Executive Officers, also receive enhanced benefits that are not available to other employees, such as relocation assistance and enhanced life, accidental death and dismemberment (“AD&D”) and long-term disability insurance benefits. Specifically, all Named Executive Officers were eligible for enhanced life and AD&D insurance benefits in the following amounts in 2018:2020: 3x base salary up to $1,000,000 (for Mr. Wisniewski), 3x base salary up to $2,000,000 (for Messrs. Naemura, Gawronski, Gaston, Mallard and Lifsey and Ms. Seely)Lifsey) and 3x base salary up to $3,000,000 (for Mr. Jurek). In addition, all Named Executive Officers were eligible for enhanced long-term disability insurance benefits of 66.7% of their salary (up to $20,000/month). TheAn individual disability insurance plan is offered to executives with an income of over $360,000, including the Named Executive Officers, to cover annual income in excess of  $360,000. The plan provides an additional $10,000 of monthly benefit above the group disability plan. WeThe Company also provideprovides vacation and paid holidays to all employees, including the Named Executive Officers. All of the Named Executive Officers were eligible for four weeks of vacation in 2018.

2020.

Change in Control and Severance Benefits.   The Board believes that the Named Executive Officersexecutives are better able to perform their duties with respect to any potential proposed corporate transaction without concern for the impact of the transaction on their individual employment with carefully structuredchange-in-control change in control and severance benefits. In addition, the Board believes that the interests of our stockholdersthe Company’s shareholders are better protected and enhanced by providing greater certainty regarding executive pay obligations in the context of planning and negotiating any potential corporate transactions. We provide limited single-triggerchange-in-control benefits to certain of our Named Executive OfficersAccordingly, in their equity grant agreements and pursuant to the Supplemental Retirement Plan.

In connection with the IPO, wethe Company adopted the Executive Severance Plan and Executive Change in Control Plan. The Executive Severance Plan provides for severance payments upon certain terminations of employment to our Named Executive Officers and other senior executives who are expected to make substantial contributions to our success and thereby provides for stability and continuity of operations. The Named Executive Officers are generally provided with severance payments for a period of two years for Mr. Jurek (who will receive the sum of two times base salary plus two times previous year bonus), one year for Mr. Naemura (who will receive the sum of one times base salary plus one times previous year bonus) and two years for the other Named Executive Officers (who will receive two times base salary) should his or her employment be terminated either by us without “cause” or by the executive for “constructive termination.” The Executive Severance Plan also provides for reimbursement for reasonable outplacement and provides health and dental benefit continuation assistance.

The Executive Change in Control Plan provides double-trigger benefits to Mr. Jurek and all of our executive vice presidents (including each of the Named Executive Officers), regional presidents and select senior vice presidents. The Executive Change in Control Plan serves to encourage these key executives to carry out their duties and provide continuity of management in the event of a “change in control” of Gates. The Named

Executive Officers are generally provided with payments in the amount of two andone-half times base salary plus target bonus (for Mr. Jurek) and one andone-half times base salary plus target bonus (for the other Named Executive Officers) should his or her employment be terminated either by us without “cause” or by the executive for “constructive termination” within thetwo-year period following a change in control. The Executive Change in Control Plan also provides for reimbursement for reasonable outplacement and provides life and long-term disability insurance and health and dental benefit continuation assistance. The benefits provided under both the Executive Severance Plan and the Executive Change in Control Plan are contingent upon the affected Named Executive Officer’s execution andnon-revocation of a general release of claims and compliance with specified restrictive covenants. See “Potential Payments upon a Termination or Change in Control,” which describes the payments to which each of thePlan. Named Executive Officers may beare not entitled to payments under the Executive Severance Plan andif they are entitled to receive payment under the Executive Change in Control Plan.

Plan discussed below. For information regarding these plans, please see “Potential Payments upon Termination or Change in Control.” Prior to 2020, the Company provided limited single-trigger change in control benefits to certain Named Executive Officers in their Options and RSU award agreements. Beginning in 2020, the Options and RSU award agreements provide for double trigger vesting based upon the occurrence of both a change in control and a qualified termination. The terms of the Company’s Supplemental Retirement Plan also provide for early distribution upon a change in control.


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Clawback Policy. We have   The Company has adopted a clawback policy for incentive compensation. Under the policy, if the Compensation Committee determines that incentive compensation of its current and former Section 16 officers (or any other current and former employee designated by the Board or the Compensation Committee) was overpaid, in whole or in part, as a result of a restatement of the reported financial results of the Company or any of its segments due to materialnon-compliance with financial reporting requirements (unless due to a change in accounting policy or applicable law), and such restatement was caused by or contributed to, directly or indirectly, by such employee’s fraud, willful misconduct or gross negligence, then the Compensation Committee will determine, in its discretion, whether to seek to recover or cancel any overpayment of incentive compensation paid or awarded based on the inaccurate financial information or restated results. The clawback policy and ourthe 2018 Omnibus Incentive Plan also provide that if a covered person engages in any detrimental activity (as defined in ourthe 2018 Omnibus Incentive Plan) as determined by the Compensation Committee, the Compensation Committee may, in its sole discretion, provide for one or more of the following: (i) cancellation of any or all of such covered person’s outstanding awards; or (ii) forfeiture by the covered person of any gain realized on the vesting or exercise of awards, and prompt repayment of any such gain to us.

the Company.

Executive Stock Ownership Guidelines. We have adopted   To better align the financial interests of the Company’s Named Executive Officers and its shareholders, the Company has an executive stock ownership program for our Named Executive Officers and other executives. Eachprogram. The Company, along with the Compensation Committee, reviews the executive ownership annually as of our Named Executive Officers is expected to own our ordinary shares in the following amounts:

Chief Executive Officer5 times base salary
All other Named Executive Officers3 times base salary

annual measurement date, February 1, 2020. Any Named Executive Officerofficer who does not meet the threshold will beis required to retain 50% of stock acquired through the exercise or vesting of equity awards made by the Company.

In calculating the ownership, the Company includes direct and certain indirect ownership, unvested time-based vesting restricted stock units and shares underlying vested but unexercised stock options (based on the excess of the market price of the stock over the exercise price). The Company does not include unvested stock options or unvested performance-based restricted stock units.

Currently, each Named Executive Officer is expected to own the Company’s ordinary shares in the amounts listed below. As of the annual measurement date, all of the then-employed Named Executive Officers either met the applicable ownership guidelines or were in compliance with the equity retention mandate.

​Chief Executive Officer​​6 times base salary​
​Other Named Executive Officers​​3 times base salary​

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COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management. Based on itssuch review and discussion, with management, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference into ourthe 2020 Annual Report on Form10-K for the fiscal year ended December 29, 2018.

Report.

Submitted by the Compensation Committee of ourthe Board of Directors:

Julia C. Kahr, Chair
Terry Klebe
Neil P. Simpkins Chair

David Calhoun

Julia C. Kahr


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CEO PAY RATIO
The following table sets forth the ratio of the Chief Executive Officer’s total compensation to that of the Company’s median employee for Fiscal 2020.
​CEO total annual compensation​​​$7,680,120​​
​Median employee total annual compensation​​​$35,940​​
​Ratio​​214 to 1​
The SEC rules for identifying the median employee and calculating the pay ratio allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee population and compensation practices. As a result, the pay ratio reported above may not be comparable to the pay ratio reported by other companies, as other companies may have utilized different methodologies and have different employment and compensation practices. The Company believes the pay ratio above is a reasonable estimate calculated in a manner consistent with the SEC rules.
To calculate the 2020 CEO pay ratio, the Company used the same median employee it used for purposes of calculating the 2019 CEO pay ratio, as there has been no material change in the Company’s employee population, employee compensation programs or the median employee compensation, that it believes would significantly impact the CEO pay ratio. This median employee is an hourly employee located in Canada. The methodology and material assumptions, adjustments and estimates used to identify the median employee are set forth in the Company’s proxy statement filed with the SEC on April 1, 2020. The Company calculated the median employee’s total annual compensation in the same manner as it calculated the Chief Executive Officer’s total annual compensation in the Summary Compensation Table

in this Proxy Statement.


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COMPENSATION TABLES
2020 Summary Compensation Table
The following table sets forth the compensation for the 2016, 20172018, 2019 and 20182020 fiscal years for Messrs.Mr. Jurek, Mr. Naemura, Mr. Gawronski and Mr. Lifsey, and Fiscal 2020 for Mr. Gaston, Mr. Mallard and Mr. Wisniewski. Mr. Gaston, Mr. Mallard and Mr. Wisniewski were not named executive officers prior to Fiscal 2020 and therefore no compensation information for such years appears in this table for these individuals.
Name and Principal Position​​Year​​
Salary
($)(1)
​​
Bonus
($)(2)
​​
Stock
Awards
($)(3)
​​
Option
Awards
($)(3)
​​
Non-Equity
Incentive
Plan
Compensation
($)(4)
​​
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)
​​
All Other
Compensation
($)(5)
​​
Total
($)(6)
​
Ivo Jurek​​​​2020​​​​$1,063,962​​​​$1,545,000​​​​$3,827,542​​​​$1,158,749​​​​​—​​​​​—​​​​$84,867​​​​$7,680,120​​
Chief Executive Officer​​​​2019​​​​$989,635​​​​​—​​​​$3,350,070​​​​$5,982,476​​​​​—​​​​​—​​​​$164,509​​​​$10,486,690​​
​​​​​2018​​​​$943,269​​​​​—​​​​​—​​​​​—​​​​$1,389,150​​​​​—​​​​$201,983​​​​$2,534,402​​
L. Brooks Mallard​​​​2020​​​​$465,385​​​​$568,852​​​​$745,450​​​​$344,849​​​​​—​​​​​—​​​​$102,331​​​​$2,226,867​​
Chief Financial Officer​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
David Wisniewski,​​​​2020​​​​$410,956​​​​$188,973​​​​$229,633​​​​$105,029​​​​​—​​​​​—​​​​$31,442​​​​$966,033​​
Chief Financial Officer (interim) and Chief Accounting Officer​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
David Naemura,​​​​2020​​​​$130,493​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​$8,870​​​​$139,363​​
Chief Financial Officer (former)​​​​2019​​​​$624,851​​​​​—​​​​$1,029,035​​​​$455,371​​​​​—​​​​​—​​​​$89,871​​​​$2,199,128​​
​​​2018​​​​$609,423​​​​​—​​​​​—​​​​​—​​​​$687,470​​​​​—​​​​$110,023​​​​$1,406,916​​
Roger Gaston,​​​​2020​​​​$432,385​​​​$399,000​​​​$469,713​​​​$214,829​​​​​—​​​​​—​​​​$37,467​​​​$1,553,394​​
Chief Human Resources Officer​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
Grant Gawronski,​​​​2020​​​​$688,997​​​​$634,196​​​​$1,156,005​​​​$528,715​​​​​—​​​​​—​​​​$51,461​​​​$3,059,374​​
Chief Commercial Officer​​​​2019​​​​$636,519​​​​​—​​​​$1,152,394​​​​$509,972​​​​​—​​​​​—​​​​$74,818​​​​$2,373,703​​
​​​​​2018​​​​$503,846​​​​​—​​​​​—​​​​$1,700,600​​​​$455,096​​​​​—​​​​$36,527​​​​$2,696,069​​
Walt Lifsey,​​​​2020​​​​$690,706​​​​$669,231​​​​$1,158,882​​​​$530,030​​​​​—​​​​​—​​​​$56,884​​​​$3,105,733​​
Chief Operating Officer​​​​2019​​​​$639,703​​​​​—​​​​$1,155,267​​​​$511,237​​​​​—​​​​​—​​​​$83,436​​​​$2,389,643​​
​​​​​2018​​​​$607,640​​​​​—​​​​​—​​​​​—​​​​$567,300​​​​​—​​​​$96,532​​​​$1,271,472​​
​
(1)
The amounts reported in the 2017“Salary” column consist of base salary earned in Fiscal 2020. The following base salary increases were effective February 21, 2020: Mr. Jurek (from $1,000,000 to $1,030,000); Mr. Wisniewski (from $386,250 to $397,838); Mr. Gaston (from $400,000 to $420,000); Mr. Gawronski (from $645,000 to $667,575); and Mr. Lifsey (from $646,600 to $669,231). Mr. Mallard’s base salary was effective on his February 24, 2020 start date. Due to an extra pay period in 2020 (27 pay periods versus the normal 26 pay periods), the salary earned in Fiscal 2020 exceeded the actual annual base salary (other than for Mr. Mallard and Mr. Naemura). For Mr. Naemura, of the $130,493 base salary earned in Fiscal 2020, $45,914 was accrued vacation that the Company paid to him upon termination.
​
(2)
The amounts reported in the “Bonus” column consist of amounts paid to Named Executive Officers as a one-time special award, as more fully described in the “Elements of Compensation — 2020 One-Time Special Awards” section of this Proxy Statement. Additionally, the amount reported in this column for Mr. Mallard consists of his one-time special award and his sign-on bonus of $100,000 that was
​

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designed to replace certain compensation forfeited from his previous employer when he joined the Company on February 24, 2020.
(3)
The amounts reported in the “Stock Awards” and “Option Awards” columns for 2020 represent the grant date fair value of the time-based RSUs, PRSUs and time-based options granted under the 2018 fiscal yearsOmnibus Incentive Plan calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation — Stock Compensation (“Topic 718”). For information regarding the assumptions used in determining the fair value of these awards, please refer to Note 18, Share-Based Compensation, of the audited consolidated financial statements included in the Annual Report. Where the number of shares ultimately issued depends on a performance or market condition, the target number of awards is used for Ms. Seelythe purpose of the above table. With respect to the PRSUs, 50% vest subject to attainment of certain levels of Adjusted ROIC and 50% vest subject to attainment of a certain Relative TSR. The grant date fair value of the shares that vest according to Adjusted ROIC was computed in accordance with Topic 718 based upon the probable outcome of the performance conditions as of the grant date. As the shares that vest according to Relative TSR are subject to market conditions as defined under Topic 718 and are not subject to performance conditions as defined under Topic 718, they have no maximum grant date fair values that differ from the grant date fair values presented in the table. Assuming the highest level of performance is achieved with respect to the Adjusted ROIC awards, the grant daet fair value of the stock awards would be: Mr. Jurek — $4,986,288; Mr. Mallard — $923,096; Mr. Wisniewski — $283,737; Mr. Naemura — $0; Mr. Gaston — $577,128; Mr. Gawronski — $1,428,367, and Mr. Lifsey — $1,431,924.
​
(4)
The amounts reported in the “Non-Equity Incentive Plan Compensation” column include amounts earned by Named Executive Officers under the Annual Plan. The terms of the Annual Plan are described more fully above in the “Elements of Compensation — Annual Plan.” As described above, in 2020, there were no payouts to the Named Executive Officers under the Annual Plan.
​
(5)
The amounts reported in the “All Other Compensation” column for 2020 reflect the sum of: (1) the amounts contributed by Gates to the Gates MatchMaker 401(k) Plan and the 2018 fiscal yearSupplemental Retirement Plan, which are calculated on the same basis for Mr. Gawronski.

Name and Principal
Position

 Year  Salary
($)(1)		  Bonus
($)		  Stock
Awards
($)		  Option
Awards
($)(2)		  Non-Equity
Incentive
Plan
Compensation
($)(3)		  Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)		  All Other
Compensation
($)(4)		  Total
($)(5)		 

Ivo Jurek

  2018  $943,269   —     —     —    $1,389,150   —    $201,983  $2,534,402 

Chief Executive

  2017  $900,000   —     —    $749,472  $2,025,000   —    $195,305  $3,869,777 

Officer

  2016  $900,000   —     —     —    $1,750,000   —    $128,898  $2,778,898 

David Naemura

  2018  $609,423   —     —     —    $687,470   —    $110,023  $1,406,916 

Chief Financial

  2017  $572,789  $22,212   —     —    $1,026,375   —    $113,058  $1,734,434 

Officer

  2016  $509,135   —     —     —    $823,000   —    $56,373  $1,388,508 

Grant Gawronski,

  2018  $503,846   —     —    $1,700,600  $455,096   —    $36,527  $2,696,069 

EVP, Chief

Commercial Officer

         

Jamey Seely,

  2018  $425,000   —     —    $618,400  $282,625   —    $62,842  $1,388,867 

EVP, General

  2017  $120,962  $180,000   —    $635,250  $148,601   —    $45,256  $1,130,069 

Counsel and Corporate

Secretary

         

Walt Lifsey,

  2018  $607,640   —     —     —    $567,300   —    $96,532  $1,271,472 

Chief Operating

  2017  $541,592   —     —     —    $822,938   —    $80,795  $1,445,325 

Officer

  2016  $507,885   —     —    $335,220  $627,000   —    $469,575  $1,939,680 

(1)

The amounts reported in the “Salary” column consist of base salary earned in fiscal 2018. The following base salary increases were effective January 1, 2018: Mr. Jurek (from $900,000 to $945,000); Mr. Naemura (from $595,000 to $610,000); and Mr. Lifsey (from $548,625 to $610,000). Additionally, in connection with his promotion in December 2018, Mr. Gawronski’s annual base salary was increased from $500,000 to $600,000, effective December 1, 2018.

(2)

The amounts reported in the “Option Awards” column for 2018 represent the grant date fair value of the time-based options granted under our 2018 Omnibus Incentive Plan to Mr. Gawronski and Ms. Seely calculated in accordance with Topic 718 using a Black-Scholes valuation model. For information regarding the assumptions used in determining the fair value of these awards, please refer to Note 18, Share-Based Compensation of the audited consolidated financial statements included in our Annual Report on Form10-K for the fiscal year ended December 29, 2018.

(3)

The amounts reported in the“Non-Equity Incentive Plan Compensation” column include amounts earned by Named Executive Officers under the Annual Plan. The terms of the Annual Plan are described more fully above in the “What We Pay and Why: Elements of Compensation—Annual Incentive Plan.”

(4)

The amounts reported in the “All Other Compensation” column for 2018 reflect the sum of: (1) the amounts contributed by Gates to the Gates MatchMaker 401(k) Plan and the Supplemental Retirement Plan, which are calculated on the same basis for all participants, including the Named Executive Officers; (2) relocation benefits (where applicable) and a relatedgross-up; and (3) the cost of all other executive benefits that are required to be reported by SEC rules. The material provisions of the Gates MatchMaker 401(k) Plan and the Supplemental Retirement Plan are described in the “2018 Nonqualified Deferred Compensation” section of this Proxy Statement.

all participants, including the Named Executive Officers; (2) relocation benefits and a related gross-up; and (3) the cost of all other executive benefits that are required to be reported by SEC rules. The material provisions of the Gates MatchMaker 401(k) Plan and the Supplemental Retirement Plan are described in the “2020 Nonqualified Deferred Compensation” section of this Proxy Statement. Please see the following table for further information on these components.

​

(6)
The narrative following the table below describes these components of All Other Compensation:

Name

  Company
Contributions
to Gates
MatchMaker
401(k)(a)		   Company
Contributions
to Gates
Executive
Supplemental
Retirement
Benefit  Plan(b)		   Relocation(c)   Tax
Gross-ups(d)		   Other
Benefits(e)		   Total 

I. Jurek

  $16,500   $161,596    —      —     $23,886   $201,983 

D. Naemura

  $16,500   $81,648    —      —     $11,875   $110,023 

G. Gawronski

  $16,500   $13,731    —      —     $6,297   $36,527 

J. Seely

  $16,500   $28,716   $5,428   $2,214   $9,984   $62,842 

W. Lifsey

  $16,500   $69,335    —      —     $10,698   $96,532 

(a)

Company Contributions to Gates MatchMaker 401(k) Plan. Gates makes matching contributions on 100% up to 3% of eligible earnings deferred by all eligible participants, including Named Executive Officers, in accordance with the Gates MatchMaker 401(k) Plan. Gates also makes anon-elective contribution to all eligible participants, including Named Executive Officers, in an amount equal to 3% of eligible earnings, subject to Code limitations.

(b)

Company Contributions to the Supplemental Retirement Plan. Gates makes a Retirement Contribution of 6% of eligible compensation on behalf of all eligible participants, including the Named Executive Officers, under the Supplemental Retirement Plan for eligible compensation that exceeds Section 401(a)(17) of the Code.

(c)

Relocation. Gates provides relocation benefits to its newly hired executive officers, including Named Executive Officers, that include home finding assistance, home purchase assistance (including reimbursement of closing costs and limited inspection fees), home sale assistance (marketing and closing cost assistance), moving household goods and a lump sum for miscellaneous expenses of $6,500.

(d)

TaxGross-Ups. Gates provides a reimbursement for taxable moving expenses.

(e)

Other Benefits. Certain additional limited benefits are made available to executives, including the Named Executive Officers. The aggregate incremental cost of these benefits is included for each Named Executive Officer in the “All Other Compensation” column of the Summary Compensation Table, but the individual values for each item are not required to be disclosed under SEC rules because none of them exceeded the greater of $25,000 or 10% of the total amount of personal benefits for each Named Executive Officer. In general, these benefits include a parking subsidy, reimbursement of gym membership fees (used by Ms. Seely) and tax preparation services. Gates also makes available executive physicals to all Named Executive Officers (only used by Mr. Jurek in 2018). Amounts reported also include the full value of the premiums paid by Gates with respect to the enhanced life, AD&D and long-term disability insurance benefits provided to the Named Executive Officers.

2018​

Name​​
Company
Contributions
to Gates
MatchMaker
401(k)(a)
​​
Company
Contributions
to Gates
Executive
Supplemental
Retirement
Benefit Plan(b)
​​
Relocation(c)
​​
Tax
Gross-ups(d)
​​
Other
Benefits(e)
​​Total​
I. Jurek​​​$17,100​​​​$46,738​​​​​—​​​​​—​​​​$21,029​​​​$84,867​​
L. Mallard​​​$17,100​​​​$10,823​​​​$46,335​​​​$19,701​​​​$8,372​​​​$102,331​​
D. Wisniewski​​​$17,100​​​​$7,557​​​​​—​​​​​—​​​​$6,785​​​​$31,442​​
D. Naemura​​​$5,075​​​​​—​​​​​—​​​​​—​​​​$3,795​​​​$8,870​​
R. Gaston​​​$17,100​​​​$8,843​​​​​—​​​​​—​​​​$11,524​​​​$37,467​​
G. Gawronski​​​$17,100​​​​$24,240​​​​​—​​​​​—​​​​$10,121​​​​$51,461​​
W. Lifsey​​​$17,100​​​​$24,342​​​​​—​​​​​—​​​​$15,442​​​​$56,884​​
​
(a)
Company Contributions to Gates MatchMaker 401(k) Plan.   Gates makes matching contributions of 100% on up to 3% of eligible earnings deferred by all eligible participants, including Named Executive Officers, in accordance with the Gates MatchMaker 401(k) Plan. Gates also makes a non-elective contribution to all eligible participants, including Named Executive Officers, in an amount equal to 3% of eligible earnings, subject to Code limitations.
​

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(b)
Company Contributions to the Supplemental Retirement Plan.   Gates makes a Retirement Contribution of 6% of eligible compensation on behalf of all eligible participants, including the Named Executive Officers, under the Supplemental Retirement Plan for eligible compensation that exceeds Section 401(a)(17) of the Code.
​
(c)
Relocation.   Gates provides relocation benefits to its newly hired executive officers, including Named Executive Officers, that include home finding assistance, home purchase assistance (including reimbursement of closing costs and limited inspection fees), home sale assistance (marketing and closing cost assistance), moving household goods and a lump sum for miscellaneous expenses. During Fiscal 2020, Mr. Mallard received relocation benefits of $46,335.
​
(d)
Tax Gross-Ups.   Gates provides a reimbursement for taxable moving expenses. During Fiscal 2020, Mr. Mallard received a tax gross-up of $19,701 in relation to those expenses.
​
(e)
Other Benefits.   Certain additional limited benefits are made available to executives, including the Named Executive Officers. The aggregate incremental cost of these benefits is included for each Named Executive Officer in the “All Other Compensation” column of the Summary Compensation Table, but the individual values for each item are not required to be disclosed under SEC rules because none of them exceeded the greater of $25,000 or 10% of the total amount of personal benefits for each Named Executive Officer. In general, these benefits include a parking subsidy (used by all Named Executive Officers except Mr. Gawronski), and tax preparation services (used by Mr. Jurek, Mr. Wisniewski and Mr. Gaston). Gates also makes available executive physicals to all Named Executive Officers except Mr. Wisniewski (used by Mr. Jurek and Mr. Gaston). Amounts reported also include the full value of the premiums paid by Gates with respect to the enhanced life, AD&D and long-term disability insurance benefits provided to the Named Executive Officers.
​

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2020 Grants of Plan-Based Awards

The following table provides information on bonussummarizes all grants of plan-based awards to the Named Executive Officers (other than Mr. Naemura) in Fiscal 2020:
​​​​​​
Grant
Date
​​
Estimated Future Payouts under
non-equity incentive plan awards
($)
​​
Estimated Future Payouts under
Equity incentive plan awards
(#)
​​
All
other
stock
awards:
number
of
shares
of stock
units (#)
​​
All other
option
awards:
number of
securities
underlying
options (#)
​​
Exercise
or base
price of
option
awards
($/sh)
​​
Grant date
fair value
of stock
and option
awards ($)
​
Name​​Award Type​​Threshold​​Target​​Max​​Threshold​​Target​​Max​
I. Jurek​​
Annual Plan(1)
​​​​—​​​​$154,500​​​​$1,545,000​​​​​—​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
​​​PRSU(2)​​​​2/21/2020​​​​​​​​​​​​​​​​​​​​​​​1,839​​​​​183,928​​​​​367,856​​​​​​​​​​​​​​​​​​​​​​$2,668,795​​
​​​RSU(3)​​​​2/21/2020​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​91,964​​​​​​​​​​​​​​​​$1,158,746​​
​​​Options(4)​​​​2/21/2020​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​241,406​​​​$12.60​​​​$1,158,749​​
​​​
L. Mallard​​
Annual Plan(1)
​​​​—​​​​$46,888​​​​$468,875​​​​​—​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
​​​PRSU(2)​​​​2/24/2020​​​​​​​​​​​​​​​​​​​​​​​302​​​​​30,212​​​​​60,424​​​​​​​​​​​​​​​​​​​​​​$400,611​​
​​​RSU(3)​​​​2/24/2020​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​29,323​​​​​​​​​​​​​​​​$344,838​​
​​​Options(4)​​​​2/24/2020​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​76,294​​​​$11.76​​​​$344,849​​
​​​
D. Wisniewski​​
Annual Plan(1)
​​​​—​​​​$19,892​​​​$198,919​​​​​—​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
​​​PRSU(2)​​​​2/21/2020​​​​​​​​​​​​​​​​​​​​​​​85​​​​​8,588​​​​​17,176​​​​​​​​​​​​​​​​​​​​​​$124,612​​
​​​RSU(3)​​​​2/21/2020​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​8,335​​​​​​​​​​​​​​​​$105,021​​
​​​Options(4)​​​​2/21/2020​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​21,881​​​​$12.60​​​​$105,029​​
​​​
R. Gaston​​
Annual Plan(1)
​​​​—​​​​$42,000​​​​$420,000​​​​​—​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
​​​PRSU(2​​​​2/21/2020​​​​​​​​​​​​​​​​​​​​​​​175​​​​​17,566​​​​​35,132​​​​​​​​​​​​​​​​​​​​​​$254,883​​
​​​RSU(3)​​​​2/21/2020​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​17,050​​​​​​​​​​​​​​​​$214,830​​
​​​Options(4)​​​​2/21/2020​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​44,756​​​​$12.60​​​​$214,829​​
​​​
G. Gawronski​​
Annual Plan(1)
​​​​—​​​​$66,758​​​​$667,575​​​​​—​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
​​​PRSU(2)​​​​2/21/2020​​​​​​​​​​​​​​​​​​​​​​​432​​​​​43,232​​​​​86,464​​​​​​​​​​​​​​​​​​​​​​$627,296​​
​​​RSU(3)​​​​2/21/2020​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​41,961​​​​​​​​​​​​​​​​$528,709​​
​​​Options(4)​​​​2/21/2020​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​110,149​​​​$12.60​​​​$528,715​​
​​​
W. Lifsey​​
Annual Plan(1)
​​​​—​​​​$66,923​​​​$669,231​​​​​—​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
​​​PRSU(2)​​​​2/21/2020​​​​​​​​​​​​​​​​​​​​​​​433​​​​​43,340​​​​​86,680​​​​​​​​​​​​​​​​​​​​​​$628,863​​
​​​RSU(3)​​​​2/21/2020​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​42,065​​​​​​​​​​​​​​​​$530,019​​
​​​Options(4)​​​​2/21/2020​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​110,423​​​​$12.60​​​​$530,030​​
​
(1)
Represents the cash-based award opportunity rangesrange under the 2018 Annual Plan, for,the terms of which are summarized under “Elements of Compensation — Annual Plan” above. For purposes of this table and stock options granted in 2018 to,threshold level disclosure, the Company assumed that the lowest weighted of the three performance measures achieved the threshold level of attainment (in other words, 10% of the target award was earned) and the Individual Performance Factor was set at 100%. The calculation uses each of our Named Executive Officers.

       Estimated Future Payouts under
non-equity incentive plan awards
($)		   All other
option
awards:
number of
securities
underlying
options (#)		   Exercise
or base
price of
option
awards ($/sh)		   Grant date
fair value
of stock
and option
awards ($)		 

Name

  Grant Date   Threshold   Target   Maximum 

I. Jurek(1)

    $141,750   $1,417,500    —         

D. Naemura(1)

    $70,150   $701,500    —         

G. Gawronski(1)

    $45,510   $455,096    —         

2018 Options(2)

   3/9/2018          220,000   $17.72   $1,700,600 

J. Seely(1)

    $29,750   $297,500    —         

2018 Options(2)

   3/9/2018          80,000   $17.72   $618,400 

W. Lifsey(1)

    $61,000   $610,000    —         

(1)

The amounts located in the first row for each Named Executive Officer represent the cash-based award opportunity rangeOfficer’s base salary as of December 31, 2020. The calculation was prorated for Mr. Mallard based on his February 24, 2020 start date. The actual cash-based award earned under the 2018 Annual Plan, the terms of which are summarized under “What We Pay and Why: Elements of Compensation—Annual Incentive Plan” above. For purposes of this table and threshold level disclosure, we assumed that the lowest weighted of the three performance measures achieved the threshold level of attainment (in other words, 10% of the target award was earned) and the Individual Performance Factor was set at 100%. Additionally, discretion can be used to reduce the payment to zero. Annual Plan payments, if earned, are contingent upon the Named Executive Officer remaining in continuous employment through the payment date. The calculation uses each Named Executive Officer’s base salary as of December 31, 2018. During fiscal 2018, Mr. Gawronski’s target incentive percentage was increased from 75% to 85% in connection with his promotion in December 2018. Accordingly, Mr. Gawronski’s target incentive opportunity for fiscal 2018 was calculated using apro-rated target incentive percentage based on the time spent in each role. The actual amount earned by each Named Executive Officer for 2018 is included in the“Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table.

(2)

Represents time-based stock options granted under our 2018 Omnibus Incentive Plan to Ms. Seely and Mr. Gawronski in 2018. The grant date fair value of the stock options is calculated in accordance with ASC Topic 718 using a Black-Scholes valuation model. See Footnote (2) to the Summary Compensation Table.

Narrative Disclosure Relating to the Summary Compensation TableAnnual Plan by each Named Executive Officer for 2020 was $0.

​

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(2)
Represents the threshold, target and the Grants of Plan-Based Awards Table

Employment Agreements

Previously, Messrs. Jurek, Naemura and Lifsey entered into employment agreements with us in connection with their commencement of employment. In connection with the adoptionmaximum payout shares of the Executive Severance Plan and the Executive Change in Control Plan, each of Messrs. Jurek, Naemura and Lifsey agreed to terminate their existing employment agreements with us.

Equity-Based Awards

2018 Grants

Mr. Gawronski and Ms. Seely were awarded stock optionsPRSUs granted under the 2018 Omnibus Incentive Plan in 2020. Threshold payout of shares is calculated assuming an attainment of 0.1% above threshold for the Adjusted ROIC measure. The number of shares ultimately issued, which could be greater or less than target, will be based on March 9, 2018achieving specific performance conditions. Please refer to better align Mr. Gawronski’s compensation to the market and to reward Ms. Seely’s performance and contributions toward the completion“Elements of Compensation — Long-Term Incentive” above. The grant date fair value of the IPOPRSUs for the February 21, 2020 award (February 24, 2020 award for Mr. Mallard) was calculated in accordance with ASC Topic 718 based on target, the amount of 220,000 and 80,000 stock options respectively. No other long-term equity incentive awards were granted to the Named Executive Officers in fiscal 2018.

The stock options granted to Mr. Gawronski and Ms. Seely in 2018 are time-based and vest ratably on eachprobable outcome of the first four anniversaries of the grant date, subject to the executive’s continued employment.

In connection with a termination for “cause” (as definedperformance conditions.

​
(3)
Represents RSUs granted in 2020 under the 2018 Omnibus Incentive Plan), all outstanding vested and unvested options will immediately terminate and expire. Any part of Mr. Gawronski’s or Ms. Seely’s stock option award that is vested upon termination of employment for any reason other than death or disability or a voluntary termination of employment will generally remain outstanding and exercisable for 90 days following the termination of employment. This period is shortened to 60 days if the executive voluntarily terminates his or her employment, and is extended to 12 months if employment is terminated due to death or disability. If the termination occurs during a blackout period, the executive will be able to exercise the vested options within 30 days following the endPlan. The grant date fair value of the blackout period.

IfRSUs for the February 21, 2020 award (February 24, 2020 award for Mr. Gawronski or Ms. Seely engagesMallard) was the closing price on the date of the grant.

​
(4)
Represents Options granted in any detrimental activity (as defined in2020 under the 2018 Omnibus Incentive Plan) as determined by the Compensation Committee, the Compensation Committee may, in its sole discretion, provide for one or morePlan. The grant date fair value of the following: (i) cancellation of any or all of such individual’s outstanding options; or (ii) forfeiture by the individual of any gain realized on the exercise of the options or the disposition of any ordinary shares received upon exercise of the options, and prompt repayment of any such gain to us.

See “Potential Payments upon a Termination or Change in Control—Long-Term Incentive Awards” below for a description of the potential vesting under the Named Executive Officers equity awards in connection with a Change in Control or certain terminations of employment.

Pre-IPO Option Grants

Prior to the IPO, our Named Executive Officers, other than Mr. Gawronski, received grants of stock options under the 2014 Incentive Plan. As discussed under “Long-Term Incentive—2014 Incentive Plan,” in connection with the IPO and the assumption by Gates of the awards under the 2014 Omaha Topco Ltd. Stock Incentive Plan, Omaha Topco options were converted into Gates options and the exercise prices were adjusted to ensure that the options received were of equivalent economic value to the legacy Omaha Topco options.

The stock options are divided into four equally weighted tranches referred to as “Tiers” for vesting purposes. Tier I of the stock options (25% of the total award) is subject to time-based vesting restrictions that vest 20% on each of the first five anniversaries of the grant date or vesting reference date, as applicable. Tiers II, III and IV (each 25% of the total) are subject to exit-based vesting and will vest and become exercisable if either the specified internal rate of return or multiple of investment targets noted below are achieved:

•

Tier I Options. Tier I options (25% of the total award) are subject to time-based vesting that vest 20% on each of the first five anniversaries of the grant date or vesting reference date, as applicable, subject to the participant’s continued employment.

•

Tier II Options. Tier II options (25% of the total award) vest and become exercisable, if, prior to July 3, 2022, and on or after the date that Blackstone has sold at least 25% of the maximum number of the shares that it held in Omaha Topco to any unaffiliated person or group or has sold all or substantially all of the assets of Omaha Topco to any unaffiliated person or group (any such date, a “Liquidity Event”), Blackstone receives net cash proceeds together with any dividends or distributions received, in each case, in respect of its Omaha Topco shares sold that results in either (i) a return of at least 2.0 times the amount of its cumulative invested capital or (ii) an annual internal rate of return of at least 15% on its cumulative invested capital, in each case, subject to the participant’s continued employment.

•

Tier III Options. Tier III options (25% of the total award) vest and become exercisable, if, on or after a Liquidity Event, Blackstone receives net cash proceeds together with any dividends or distributions received, in each case, in respect of its Omaha Topco shares sold that results in either (i) a return of at least 2.5 times the amount of its cumulative invested capital or (ii) an annual internal rate of return of at

least 20% on its cumulative invested capital, in each case, subject to the participant’s continued employment.

•

Tier IV Options. Tier IV options (25% of the total award) vest and become exercisable at the same time, and subject to the same conditions, as the Tier II Options. However, the Tier IV options have an exercise price greater than the fair market value of one share of Omaha Topco common stock on the date of grant of such options.

Any part of a Named Executive Officer’s stock option award that is vested upon termination of employment by us without “Cause” or by the Named Executive Officer for “good reason” (as such terms are defined in the stock option agreements), will generally remain outstanding and exercisable for 90 days following the termination of employment. This period is shortened to 30 days if the Named Executive Officer resigns without good reason and no grounds for a termination by us for Cause exists, and is extended to 12 months if employment is terminated due to death or Disability. Vested options will immediately terminate if the Named Executive Officer’s employment is terminated by us for Cause, if the Named Executive Officer resigns without good reason when grounds for Cause exist or if there is a restrictive covenant violation. Any vested options that are not exercised within the applicable post-termination exercise window will terminate. Any part of a Named Executive Officer’s stock option award that vests following a termination without Cause, for good reason or due to death or Disability, will generally remain outstanding and exercisable for 60 days following the date such option vested. In each case, the exercise period will be shortened to the expiration date of the stock option, if earlier. See “Potential Payments upon a Termination or Change in Control—Long-Term Incentive Awards” below for a description of the potential vesting that each of these Named Executive Officers may be entitled to in connection with a Change in Control or certain terminations of employment.

By accepting a grant of options pursuant to the 2014 Incentive Plan and the stock option award agreement, our Named Executive Officers agreed to certain restrictive covenants, including an indefinite covenant not to disclose confidential information and not to disparage us, and, during each of the executive’s employment and for theone-year period following any termination of employment (or such longer period as the Named Executive Officer is eligible to receive severance payments from us), covenants related tonon-competition andnon-solicitation of employees, customers or suppliers.

In addition, as a condition to receiving his or her equity-based awards and in connection with investments in our common stock, each Named Executive Officer was required to enter into a subscription agreement , which, along with the award agreement, generally govern the Named Executive Officers’ rights with respect to any shares of our common stock purchased or acquired on exercise of vested stock options.

If a Named Executive Officer materially breaches any of these restrictive covenants contained in the stock option award agreement, then we have the right to “claw back” and recover any gains the Named Executive Officer may have realized with respect to his or her shares acquired under the terms of the stock option agreement or pursuant to the subscription agreement, as applicable. If the Named Executive Officer (i) is terminated for “Cause” (as defined in the respective Named Executive Officer’s employment agreements), (ii) voluntarily resigns when grounds exist for “Cause” or (iii) violates a restrictive covenant, then we have the right to repurchase his or her shares, including any shares issuable or issued upon the exercise of any options for the lesser of (a) fair market value (measured as of the purchase date) and (b) cost.

Pre-IPO RSU Grants

Prior to the IPO,February 21, 2020 award (February 24, 2020 award for Mr. Gawronski receivedMallard) was calculated in accordance with ASC Topic 718 using a grant of RSUs under the 2014 Incentive Plan which were converted into Gates RSUs in connection with the IPO.

Black-Scholes valuation model.

​

One-third36 of the outstanding RSUs vest on each of the first and second anniversaries of the grant date, with the remaining outstanding RSUs vesting on the third anniversary of the grant date, subject to Mr. Gawronski’s continued employment through each applicable vesting date. If Mr. Gawronski’s employment is terminated for any reason, all unvested RSUS will be cancelled immediately without consideration.


By accepting a grant of RSUs pursuant to the 2014 Incentive Plan and the RSU award agreement, Mr. Gawronski agreed to certain restrictive covenants, discussed above under

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“—Pre-IPO Option Grants.” In addition, as a condition to receiving his RSU award, Mr. Gawronski was required to enter into a management equity agreement. Pursuant to the management equity agreement, we have the right to “claw back” any gains or repurchase shares with respect to Mr. Gawronski’s RSUs under the circumstances discussed above under“—Pre-IPO Option Grants.”

See “Potential Payments upon a Termination or Change in Control—Long-Term Incentive Awards” below for a description of the potential vesting under Mr. Gawronski’s equity awards in connection with a Change in Control.

Outstanding Equity Awards at December 29, 2018

January 2, 2021

The following table provides information regarding outstanding equity awards held by each Named Executive Officer (other than Mr. Naemura) as of January 2, 2021.
​​​​​​Option Awards​​Stock Awards​​
Name​​Grant Date​​
Number of
securities
underlying
unexercised
options (#)
exercisable
​​
Number of
securities
underlying
unexercised
options (#)
unexercisable
​​
Equity
Incentive
Plan
Awards:
Number of
securities
underlying
unexercised
unearned
options
(#)(2)
​​
Option
Exercise
Price
($)
​​
Option
Expiration
Date
​​
Number of
shares or
units of
stock that
have not
vested
(#)(3)
​​
Market
value of
shares or
units of
stock that
have not
vested
($)(4)
​​
Equity
incentive
plan
awards:
number of
unearned
shares,
units or
other
rights that
have not
vested (#)(5)
​​
Equity
incentive
plan
awards:
market or
payout
value of
unearned
shares,
units or
other
rights that
have not
vested
($)(6)
​​
I. Jurek​​5/18/2015 Tier I(1)​​​​1,017,239​​​​​—​​​​​​​​​​$6.56​​​​​5/18/2025​​​​​​​​​​​​​​​​​​​​​​​​​​​
​​​5/18/2015 Tier II​​​​​​​​​​​​​​​​1,017,239​​​​$6.56​​​​​5/18/2025​​​​​​​​​​​​​​​​​​​​​​​​​​​
​​​5/18/2015 Tier III​​​​​​​​​​​​​​​​1,017,239​​​​$6.56​​​​​5/18/2025​​​​​​​​​​​​​​​​​​​​​​​​​​​
​​​5/18/2015 Tier IV​​​​​​​​​​​​​​​​1,017,239​​​​$9.84​​​​​5/18/2025​​​​​​​​​​​​​​​​​​​​​​​​​​​
​​​5/2/2017 Tier I(1)​​​​81,297​​​​​54,199​​​​​​​​​​$7.87​​​​​5/2/2027​​​​​​​​​​​​​​​​​​​​​​​​​​​
​​​5/2/2017 Tier II​​​​​​​​​​​​​​​​135,496​​​​$7.87​​​​​5/2/2027​​​​​​​​​​​​​​​​​​​​​​​​​​​
​​​5/2/2017 Tier III​​​​​​​​​​​​​​​​135,496​​​​$7.87​​​​​5/2/2027​​​​​​​​​​​​​​​​​​​​​​​​​​​
​​​5/2/2017 Tier IV​​​​​​​​​​​​​​​​135,496​​​​$11.80​​​​​5/2/2027​​​​​​​​​​​​​​​​​​​​​​​​​​​
​​​2/22/2019 Options(7)​​​​84,040​​​​​168,082​​​​​​​​​​$16.46​​​​​2/22/2029​​​​​​​​​​​​​​​​​​​​​​​​​​​
​​​2/22/2019 Options(8)​​​​—​​​​​796,460​​​​​​​​​​$19.00​​​​​2/22/2029​​​​​​​​​​​​​​​​​​​​​​​​​​​
​​​2/22/2019 RSU​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​60,146​​​​$767,463​​​​​​​​​​​​​​​
​​​2/22/2019 PRSU​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​24,167​​​​$308,371​​​
​​​2/21/2020 Options(9)​​​​—​​​​​241,406​​​​​​​​​​$12.60​​​​​2/21/2030​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
​​​2/21/2020 RSU​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​91,964​​​​$1,173,461​​​​​​​​​​​​​​​
​​​2/21/2020 PRSU​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​47,821​​​​$610,196​​​
​​​​
L. Mallard​​2/24/2020 Options(9)​​​​—​​​​​76,294​​​​​​​​​​$11.76​​​​​2/24/2030​​​​​​​​​​​​​​​​​​​​​​​​​​​
​​​2/24/2020 RSU​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​29,323​​​​$374,161​​​​​​​​​​​​​​​
​​​2/24/2020 PRSU​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​7,855​​​​$100,230​​​
​​​​
D. Wisniewski​​4/9/2018 Options(10)​​​​9,750​​​​​9,750​​​​​​​​​​$16.54​​​​​4/9/2028​​​​​​​​​​​​​​​​​​​​​​​​​​​
​​​4/9/2018 RSU​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​3,779​​​​$48,220​​​​​​​​​​​​​​​
​​​2/22/2019 Options(7)​​​​5,409​​​​​10,821​​​​​​​​​​$16.46​​​​​2/22/2029​​​​​​​​​​​​​​​​​​​​​​​​​​​
​​​2/22/2019 RSU​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​3,872​​​​$49,407​​​​​​​​​​​​​​​
​​​2/22/2019 PRSU​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​1,555​​​​$19,835​​​
​​​2/21/2020 Options(9)​​​​—​​​​​21,881​​​​​​​​​​$12.60​​​​​2/21/2030​​​​​​​​​​​​​​​​​​​​​​​​​​​
​​​2/21/2020 RSU​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​8,335​​​​$106,355​​​​​​​​​​​​​​​
​​​2/21/2020 PRSU​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​2,232​​​​$28,480​​​
​​​​
R. Gaston​​8/8/2016 Tier I(1)​​​​54,198​​​​​13,550​​​​​​​​​​$6.56​​​​​8/8/2026​​​​​​​​​​​​​​​​​​​​​​​​​​​
​​​8/8/2016 Tier II​​​​​​​​​​​​​​​​67,748​​​​$6.56​​​​​8/8/2026​​​​​​​​​​​​​​​​​​​​​​​​​​​
​​​8/8/2016 Tier III​​​​​​​​​​​​​​​​67,748​​​​$6.56​​​​​8/8/2026​​​​​​​​​​​​​​​​​​​​​​​​​​​
​​​8/8/2016 Tier IV​​​​​​​​​​​​​​​​67,748​​​​$9.84​​​​​8/8/2026​​​​​​​​​​​​​​​​​​​​​​​​​​​

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TABLE OF CONTENTS

​​​​​​Option Awards​​Stock Awards​
Name​​Grant Date​​
Number of
securities
underlying
unexercised
options (#)
exercisable
​​
Number of
securities
underlying
unexercised
options (#)
unexercisable
​​
Equity
Incentive
Plan
Awards:
Number of
securities
underlying
unexercised
unearned
options
(#)(2)
​​
Option
Exercise
Price
($)
​​
Option
Expiration
Date
​​
Number of
shares or
units of
stock that
have not
vested
(#)(3)
​​
Market
value of
shares or
units of
stock that
have not
vested
($)(4)
​​
Equity
incentive
plan
awards:
number of
unearned
shares,
units or
other
rights that
have not
vested (#)(5)
​​
Equity
incentive
plan
awards:
market or
payout
value of
unearned
shares,
units or
other
rights that
have not
vested
($)(6)
​
​​​5/2/2017 Tier I(1)​​​​31,596​​​​​21,065​​​​​​​​​​$7.87​​​​​5/2/2027​​​​​​​​​​​​​​​​​​​​​​​​​​
​​​5/2/2017 Tier II​​​​​​​​​​​​​​​​52,661​​​​$7.87​​​​​5/2/2027​​​​​​​​​​​​​​​​​​​​​​​​​​
​​​5/2/2017 Tier III​​​​​​​​​​​​​​​​52,661​​​​$7.87​​​​​5/2/2027​​​​​​​​​​​​​​​​​​​​​​​​​​
​​​5/2/2017 Tier IV​​​​​​​​​​​​​​​​52,661​​​​$11.80​​​​​5/2/2027​​​​​​​​​​​​​​​​​​​​​​​​​​
​​​
2/22/2019 Options(7)
​​​​11,578​​​​​23,158​​​​​​​​​​$16.46​​​​​2/22/2029​​​​​​​​​​​​​​​​​​​​​​​​​​
​​​2/22/2019 RSU​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​8,287​​​​$105,742​​​​​​​​​​​​​​
​​​2/22/2019 PRSU​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​3,329​​​​$42,484​​
​​​
2/21/2020 Options(9)
​​​​—​​​​​44,756​​​​​​​​​​$12.60​​​​​2/21/2030​​​​​​​​​​​​​​​​​​​​​​​​​​
​​​2/21/2020 RSU​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​17,050​​​​$217,558​​​​​​​​​​​​​​
​​​2/21/2020 PRSU​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​4,567​​​​$58,269​​
G. Gawronski​​3/9/2018 Options(10)​​​​110,000​​​​​110,000​​​​​​​​​​$17.72​​​​​3/9/2028​​​​​​​​​​​​​​​​​​​​​​​​​​
​​​
2/22/2019 Options(7)
​​​​28,909​​​​​57,821​​​​​​​​​​$16.46​​​​​2/22/2029​​​​​​​​​​​​​​​​​​​​​​​​​​
​​​2/22/2019 RSU​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​20,691​​​​$264,017​​​​​​​​​​​​​​
​​​2/22/2019 PRSU​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​8,313​​​​$106,068​​
​​​
2/21/2020 Options(9)
​​​​—​​​​​110,149​​​​​​​​​​$12.60​​​​​2/21/2030​​​​​​​​​​​​​​​​​​​​​​​​​​
​​​2/21/2020 RSU​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​41,961​​​​$535,422​​​​​​​​​​​​​​
​​​2/21/2020 PRSU​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​11,240​​​​$143,422​​
W. Lifsey​​8/24/2015 Tier I(1)​​​​250,668​​​​​—​​​​​​​​​​$6.56​​​​​8/24/2025​​​​​​​​​​​​​​​​​​​​​​​​​​
​​​8/24/2015 Tier II​​​​​​​​​​​​​​​​250,668​​​​$6.56​​​​​8/24/2025​​​​​​​​​​​​​​​​​​​​​​​​​​
​​​8/24/2015 Tier III​​​​​​​​​​​​​​​​250,668​​​​$6.56​​​​​8/24/2025​​​​​​​​​​​​​​​​​​​​​​​​​​
​​​8/24/2015 Tier IV​​​​​​​​​​​​​​​​250,668​​​​$9.84​​​​​8/24/2025​​​​​​​​​​​​​​​​​​​​​​​​​​
​​​5/12/2016 Tier I(1)​​​​67,748​​​​​16,937​​​​​​​​​​$6.56​​​​​5/12/2026​​​​​​​​​​​​​​​​​​​​​​​​​​
​​​5/12/2016 Tier II​​​​​​​​​​​​​​​​84,685​​​​$6.56​​​​​5/12/2026​​​​​​​​​​​​​​​​​​​​​​​​​​
​​​5/12/2016 Tier III​​​​​​​​​​​​​​​​84,685​​​​$6.56​​​​​5/12/2026​​​​​​​​​​​​​​​​​​​​​​​​​​
​​​5/12/2016 Tier IV​​​​​​​​​​​​​​​​84,685​​​​$9.84​​​​​5/12/2026​​​​​​​​​​​​​​​​​​​​​​​​​​
​​​
2/22/2019 Options(7)
​​​​28,981​​​​​57,964​​​​​​​​​​$16.46​​​​​2/22/2029​​​​​​​​​​​​​​​​​​​​​​​​​​
​​​2/22/2019 RSU​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​20,742​​​​$264,668​​​​​​​​​​​​​​
​​​2/22/2019 PRSU​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​8,334​​​​$106,335​​
​​​
2/21/2020 Options(9)
​​​​—​​​​​110,423​​​​​​​​​​$12.60​​​​​2/21/2030​​​​​​​​​​​​​​​​​​​​​​​​​​
​​​2/21/2020 RSU​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​42,065​​​​$536,749​​​​​​​​​​​​​​
​​​2/21/2020 PRSU​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​11,268​​​​$143,780​​
​
(*)
The Company has a number of awards issued under the 2014 Omaha Topco Ltd. Stock Incentive Plan, which was assumed by the Company and renamed the Gates Industrial Corporation plc Stock Incentive Plan in connection with the initial public offering in January 2018. No new awards have been granted under this plan since 2017. The options are split equally into four tiers, each with specific vesting conditions. Tier I options vest evenly over 5 years from the grant date, subject to the participant’s
​

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TABLE OF CONTENTS

continuing to provide service to Gates on the vesting date. Tier II, III and IV options vest on achievement of specified investment returns by Blackstone at the time of a defined liquidity event, which is also subject to the participant’s continued provision of service to Gates on the vesting date. The performance conditions associated with Tiers II, III and IV must be achieved on or prior to July 3, 2022 in order for vesting to occur. All the options expire ten years after the date of grant.
(1)
Represents Tier I time-vesting stock options.
​
(2)
Represents Tier II, III and IV exit-vesting stock options.
​
(3)
The RSUs vest in substantially equal annual installments on each of the first, second and third anniversaries of the grant date, with the exception of the RSUs granted to Mr. Wisniewski on 4/9/2018, which vest in substantially equal annual installments on the first, second, third and fourth anniversaries of the grant date.
​
(4)
Reflects the aggregate market value of the unvested time-vesting RSUs, based on a price of $12.76 per ordinary share, which was the share price of the Company’s ordinary shares on December 29,31, 2020, the last trading day of Fiscal 2020.
​
(5)
The PRSUs vest upon completion of the three year performance period, with 50% subject to attainment of certain levels of Adjusted ROIC and 50% subject to attainment of Relative TSR. The amounts shown in this column represent threshold payout shares of the outstanding PRSUs assuming both an attainment of 0.1% above threshold for the Adjusted ROIC measure and a threshold 50% payout under the TSR measure. The number of shares ultimately issued, which could be zero or greater than the number presented above, will be based on achieving specific performance conditions. Please refer to “Elements of Compensation — Long-Term Incentive” above.
​
(6)
Represent the aggregate market value of the threshold payout shares of the unvested PRSUs, based on a price of $12.76 per ordinary share, which was the share price of the Company’s ordinary shares on December 31, 2020, the last trading day of the Fiscal 2020.
​
(7)
Represents time-based stock options granted under the 2018 Omnibus Incentive Plan in 2019. These options vest in substantially equal annual installments on the first three anniversaries of the grant date.
​
(8)
Represents premium- priced time-based stock options granted to the Chief Executive Officer under the 2018 Omnibus Incentive Plan in 2019. These premium-priced options vest equally on the third, fourth and fifth anniversary of the grant date.
​
(9)
Represents time-based stock options granted under the 2018 Omnibus Incentive Plan in 2020. These options vest in substantially equal annual installments on the first three anniversaries of the grant date.
​
(10)
Represents time-vesting stock options granted to Mr. Gawronski and Mr. Wisniewski in 2018.

        Option Awards  Stock Awards 

Name

 Grant Date  Number of
securities
underlying
unexercised
options (#)
exercisable		  Number of
securities
underlying
unexercised
options (#)
unexercisable		  Equity
Incentive
Plan
Awards:
Number of
securities
underlying
unexercised
unearned
options
(#)(2)		  Option
Exercise
Price
($)		  Option
Expiration
Date		  Number of
shares or
units of
stock that
have not
vested
(#)(3)		  Market
value of
shares or
units of
stock that
have not
vested
($)(4)		  Equity
incentive
plan
awards:
number of
unearned
shares,
units or
other
rights that
have not
vested (#)		  Equity
incentive
plan
awards:
market or
payout
value of
unearned
shares,
units or
other
rights that
have not
vested
($)		 

I. Jurek

  5/18/2015   Tier I(1)    610,343   406,896   —    $6.56   5/18/2025     
  5/18/2015   Tier II   —     —     1,017,239  $6.56   5/18/2025     
  5/18/2015   Tier III   —     —     1,017,239  $6.56   5/18/2025     
  5/18/2015   Tier IV   —     —     1,017,239  $9.84   5/18/2025     
  5/2/2017   Tier I(1)    27,099   108,397   —    $7.87   5/2/2027     
  5/2/2017   Tier II   —     —     135,496  $7.87   5/2/2027     
  5/2/2017   Tier III   —     —     135,496  $7.87   5/2/2027     
  5/2/2017   Tier IV   —     —     135,496  $11.80   5/2/2027     

D. Naemura

  3/30/2015   Tier I(1)    223,157   148,771   —    $6.56   3/30/2025     
  3/30/2015   Tier II   —     —     371,928  $6.56   3/30/2025     
  3/30/2015   Tier III   —     —     371,928  $6.56   3/30/2025     
  3/30/2015   Tier IV   —     —     371,928  $9.84   3/30/2025     

G. Gawronski

  12/4/2017   RSU        50,863  $670,374   
  3/9/2018   Options(5)    —     220,000   —    $17.72   3/9/2028     

J. Seely

  9/19/2017   Tier I(1)    20,980   83,922   —    $13.44   9/19/2027     
  9/19/2017   Tier II   —     —     104,902  $13.44   9/19/2027     
  9/19/2017   Tier III   —     —     104,902  $13.44   9/19/2027     
  9/19/2017   Tier IV   —     —     104,902  $20.16   9/19/2027     
  3/9/2018   Options(5)    —     80,000   —    $17.72   3/9/2028     

W. Lifsey

  8/24/2015   Tier I(1)    150,400   100,268   —    $6.56   8/24/2025     
  8/24/2015   Tier II   —     —     250,668  $6.56   8/24/2025     
  8/24/2015   Tier III   —     —     250,668  $6.56   8/24/2025     
  8/24/2015   Tier IV   —     —     250,668  $9.84   8/24/2025     
  5/12/2016   Tier I(1)    33,874   50,811   —    $6.56   5/12/2026     
  5/12/2016   Tier II   —     —     84,685  $6.56   5/12/2026     
  5/12/2016   Tier III   —     —     84,685  $6.56   5/12/2026     
  5/12/2016   Tier IV   —     —     84,685  $9.84   5/12/2026     

(1)

Represents Tier I time-vesting stock options held by the Named Executive Officers as of December 29, 2018. The Tier I options vest 20% on each of the first five The options vest ratably on each of the first four anniversaries of the grant date.

(2)

Represents Tier II, III and IV exit-vesting stock options held by the Named Executive Officers as of December 29, 2018. The Tier II, III and IV exit-vesting options become vested when and to the extent specified internal rate of return or multiple of investment targets are

achieved by Blackstone as described in the “—Narrative Disclosure Relating to the Summary Compensation Table and Grants of Plan-Based Awards—Equity-Based Awards” section above.
(3)

Represents time-vesting RSUs held by Mr. Gawronski as of December 29, 2018.One-third of the RSUs vest on each of the first and second anniversaries of the grant date, with the remaining outstanding RSUs vesting on the third anniversary of the grant date.

(4)

Reflects the aggregate market value of the unvested time-vesting RSUs, based on a price of $13.18 per ordinary share, which was the share price of the Company’s ordinary shares on December 28, 2018, the last trading day of the fiscal year.

(5)

Represents time-vesting stock options granted during 2018 to Mr. Gawronski and Ms. Seely. The options vest ratably on each of the first four anniversaries of the grant date, subject to the executive’s continued employment.

2018​

2020 Option Exercises and Stock Vested

The following table provides information regarding ourthe Named Executive Officers’ option exercises and stock that vested during 2018.

Name

  Option Awards   Stock Awards 
  # of Shares
Acquired on
Exercise
(#)		   Value
Realized on
Exercise
($)		   # of Shares or
Units Acquired
on Vesting
(#)		   Value Realized
on Vesting
($)(1)		 

Ivo Jurek

   —      —      —      —   

David Naemura

   —      —      —      —   

Grant Gawronski

   —      —      25,430   $375,601 

Jamey Seely

   —      —      —      —   

Walt Lifsey

   —      —      —      —   

(1)

Based on a $14.77 share price, which was the closing price of the Company’s ordinary shares on the trading day prior to the vesting date.

20182020.

​​​Option Awards​​Stock Awards​
Name​​
# of Shares
Acquired on
Exercise
(#)
​​
Value
Realized on
Exercise
($)(1)
​​
# of Shares or
Units Acquired
on Vesting
(#)
​​
Value Realized
on Vesting
($)(2)
​
I. Jurek​​​​—​​​​​—​​​​​30,072​​​​$378,907​​
L. Mallard​​​​—​​​​​—​​​​​—​​​​​—​​
D. Wisniewski​​​​—​​​​​—​​​​​3,824​​​​$39,096(3)​​
D. Naemura​​​​297,542​​​​$1,874,505​​​​​—​​​​​—​​
R. Gaston​​​​—​​​​​—​​​​​4,143​​​​$52,202​​
G. Gawronski​​​​—​​​​​—​​​​​35,776​​​​$455,610(4)​​
W. Lifsey​​​​—​​​​​—​​​​​10,370​​​​$130,662​​

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​
(1)
Based on an exercise price of $6.56 and a weighted average share price of $12.86 on the exercise date.
​
(2)
Based on a $12.60 share price, which was the closing price of the Company’s ordinary shares on the trading day prior to the vesting date.
​
(3)
Reflects additional shares vested for Mr. Wisniewski based on a $7.79 share price, which was the closing price of the Company’s ordinary shares on the trading day prior to the vesting date.
​
(4)
Reflects 25,432 and 10,344 additional shares vested for Mr. Gawronski based on a $12.79 and $12.60, respectively, share price, which was the closing price of the Company’s ordinary shares on the trading day prior to the vesting date.
​
2020 Nonqualified Deferred Compensation

The Company offers to its executives, including all of the Named Executive Officers, the opportunity to participate in the Supplemental Retirement Plan. The table below provides information as of December 29, 2018,January 2, 2021, for those Named Executive Officers who were eligible to participate in this plan.

Name

  Executive
Contributions
in Last FY
($)(1)		   Registrant
Contributions
in Last FY
($)(2)		   Aggregate
Earnings
(Losses)
in Last FY
($)(3)		   Aggregate
Withdrawals/
Distributions
($)		   Aggregate
Balance at
Last FYE
($)(4)		 

I. Jurek

   138,915    161,596    (34,539)    —      738,892 

D. Naemura

   —      81,648    (9,508)    —      193,583 

G. Gawronski

   —      13,731    —      —      13,731 

J. Seely

   —      28,716    —      —      28,716 

W. Lifsey

   —      69,335    (6,124)    —      150,873 

(1)

This column reflects 2018 Annual Plan bonuses earned by the Named Executive Officers with respect to the last fiscal year that have been deferred on a voluntary basis. Only Mr. Jurek elected to defer 10% of his 2018 Annual Plan bonus. Mr. Jurek’s deferral amount is included in the“Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table.

(2)

This column contains contributions by us with respect to the last fiscal year under the Supplemental Retirement Plan, which provides for benefits in excess of amounts permitted to be contributed under our Gates MatchMaker 401(k) Plan as a result of Section 401(a)(17) of the Code. As a result, participants are eligible to receive a retirement contribution paid by the Company in an amount equal to 6% of eligible compensation that exceeds Section 401(a)(17) of the Code, which is earned in 2018 and paid in the first quarter of 2019. These amounts are included in the “All Other Compensation” column of the Summary Compensation Table.

Name​​
Executive
Contributions
in Last FY
($)(1)
​​
Registrant
Contributions
in Last FY
($)(2)
​​
Aggregate
Earnings
(Losses)
in Last FY
($)(3)
​​
Aggregate
Withdrawals/​
Distributions
($)
​​
Aggregate
Balance at
Last FYE
($)(4)
​
I. Jurek​​​​—​​​​​46,738​​​​​164,095​​​​​—​​​​​1,213,305​​
L. Mallard​​​​—​​​​​10,823​​​​​—​​​​​—​​​​​10,823​​
D. Wisniewski​​​​—​​​​​7,557​​​​​      3,973​​​​​—​​​​​28,690​​
D. Naemura​​​​—​​​​​—​​​​​10,330​​​​​(307,447)​​​​​—​​
R. Gaston​​​​99,750​​​​​8,843​​​​​17,743​​​​​—​​​​​279,767​​
G. Gawronski​​​​241,229​​​​​24,240​​​​​32,208​​​​​—​​​​​430,748​​
W. Lifsey​​​​—​​​​​24,342​​​​​34,556​​​​​—​​​​​292,496​​
(3)

​
(1)
This column reflects 2020 base salary and/or Special Awards earned by the Named Executive Officers with respect to Fiscal 2020 that have been deferred on a voluntary basis. Mr. Gaston elected to defer 25% of his 2020 Special Award and Mr. Gawronski elected to defer 12% of his base salary and 25% of his 2020 Special Award. The amounts reported in this column are included in the 2020 Summary Compensation Table as either “Salary” or “Bonus” as appropriate.
​
(2)
This column contains contributions by us with respect to Fiscal 2020 under the Supplemental Retirement Plan, which provides for benefits in excess of amounts permitted to be contributed under the Gates MatchMaker 401(k) Plan as a result of Section 401(a)(17) of the Code. As a result, participants are eligible to receive a Retirement Contribution paid by the Company in an amount equal to 6% of eligible compensation that exceeds Section 401(a)(17) of the Code, which is earned in 2020 and paid in the first quarter of 2021. These amounts are included in the “All Other Compensation” column of the Summary Compensation Table.
​
(3)
Because amounts included in this column do not include above-market or preferential earnings, none of these amounts are included under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the Summary Compensation Table.

(4)

The following amounts reported in the “Aggregate Balance at Last Fiscal Year End” column were reported as compensation in the Summary Compensation Table for Fiscal 2017: Mr. Jurek: $472,920; Mr. Naemura: $121,443 and Mr. Lifsey: $87,662.

Narrative to 2018 Nonqualified Deferred Compensation Earnings” column of the Summary Compensation Table.

​
(4)
Balances at the end of Fiscal 2020 consist of (1) executive contributions, which reflect salary, bonus or special award and equity compensation deferrals made by the Named Executive Officers over time, beginning when they first became eligible to participate in the Supplemental Retirement Plan, plus (2) the Company’s contributions, plus (3) earnings and losses credited on all deferrals, less (4) pre-retirement distributions, if any, taken by the Named Executive Officer since they began participating in the Supplemental Retirement Plan. Of the amounts reported in this column, $125,927, $48,097, and $55,620 were reported as compensation to Messrs. Jurek, Gawronski and Lifsey, respectively, in the Summary Compensation Table

We for 2019 and $161,596, $13,731 and $69,335 were reported as compensation to Messrs. Jurek, Gawronski and Lifsey for 2018.

​

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Narrative to 2020 Nonqualified Deferred Compensation Table
The Company currently offeroffers participation in the Supplemental Retirement Plan to specified U.S. employees including the Named Executive Officers. This plan is a nonqualified deferred compensation plan that provides participants with two benefit opportunities:

1.

Non elective employer contribution. A 6% employer contribution (the “Retirement Contribution”) on eligible earnings that exceed Section 401(a)(17) of the Code’s dollar limits.

2.

Compensation Deferral Opportunity. Participants may defer up to 80% of base salary and 80% of bonus compensation. There is no employer paid matching contribution on these deferrals.

a Retirement Contribution and a Compensation Deferral Opportunity, as described under the heading “Other Aspects of the Company’s Compensation Programs  —  Retirement Benefits.”

These deferrals are in addition to amounts participants may defer in the Gates MatchMaker 401(k) Plan. Each Named Executive Officer who participates in the deferral feature of the Supplemental Retirement Plan is 100% vested in that portion of their account that is attributable toboth elective deferrals. In June 2017, a Rabbi trust to hold plan assets was establisheddeferrals and the Rabbi trust was funded in January 2018.

employer contributions at all times. The amounts deferred are credited to accounts selected by the Named Executive Officer that mirror the investment alternatives available in the Gates MatchMaker 401(k) Plan. During fiscal 2018, participants wereParticipants are permitted to select the investment alternatives in which they wantedwant their accounts to be deemed to be invested and wereare credited with earnings and/or losses based on the performance of the relevant investments. Participants wereare able to periodically change the investment elections for their accounts during fiscal 2018. accounts.

A Named Executive Officer’s vested account will commence to be paid at the earliest to occur of the following events: (1) the specified date elected by the participant (provided the date specified is at least two years from the end of the Supplemental Retirement Plan year in which the contribution to the Supplemental Retirement Plan is made); (2) the participant’s Disability (as defined in the Supplemental Retirement Plan); (3) the participant’s termination of employment; (4) the participant’s death; or (5) upon a Change in Control (as defined in the Supplemental Retirement Plan).
If the distribution is made on account of a termination of employment (other than death), the vested account will be distributed in accordance with the form of distribution as elected (a(as a singlelump-sum or in annual installments over two, three, four or five years)years with the first installment made as soon as possible after the first day of the seventh month following the termination of employment). If a distribution is made on account of death, the participant’s vested account will be distributed to his or her beneficiary in a singlelump-sum as soon as practicable following the participant’s death, regardless of the form of benefit elected. If a distribution is made on account of a termination of employment for any reason other than Disability or death, distribution of alump-sum or the first installment will be made or begin as soon as possible after the first day of the seventh month following the termination of employment. If a distribution is made on account of Disability or death,elected, with the distribution will be made or begin as soon as possible on the first day of the month following the payment event. If a distribution is made on account of a specified date or Change in Control, the distribution will be made or begin as soon as is reasonably practical, but in no event later than the last day of the calendar year.

year that such event occurred.

Potential Payments upon a Termination or Change in Control

Summary of Potential Payments

Severance and other benefits that are payable upon a termination of employment or upon a change in control under the Executive Severance Plan and Change in Control Plan are described below. The table following this narrative discussion summarizes the amounts that would have been payable upon termination or a change in control under certain circumstances to Named Executive Officers, assuming that their employment terminated on December 28, 2018.

January 2, 2021.

Executive Severance Plan.   In connection with ourthe IPO wein 2018, the Company adopted the Executive Severance Plan. The Executive Severance Plan provides for severance payments upon certain terminations of employment to ourits Named Executive Officers and other executive officers who are expected to make substantial contributions to ourits success and thereby provide for stability and continuity of operations. All of ourthe Company’s Named Executive Officers participate in the Executive Severance Plan pursuant to individual participation agreements.

The Executive Severance Plan provides that, if we terminatethe Company terminates the employment of a Named Executive Officer for any reason other than “cause”, death or disability, or if the Named Executive Officer voluntarily terminates other than foras a result of “constructive termination,” then the Named Executive Officer will be entitled to receive:

•

salary continuation payments in an amount equal to (a) the sum of two times base salary and two times previous year bonus for Mr. Jurek, (b) the sum of one times base salary and one times previous year bonus for Mr. Naemura and (c) two times base salary for each other Named Executive Officer,Mr. Mallard, Mr. Gaston, Mr. Gawronski and Mr. Lifsey, or (c) one times base salary for Mr. Wisniewski, paid in substantially equal installments over a period of 24 months (12 months for Mr. Naemura);

months.

​


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•
the Named Executive Officer’s annual bonus under the Annual Plan as earned (without the adjustment for an individual performance factor) for the year in which the separation occurs(pro-rated (pro-rated for days of service during the fiscal year), payable concurrently with cash bonus payments to other employees under the Annual Plan;

​

•
cash payments in an amount equal to the total amount of Gates’ portion of the monthly COBRA insurance premiums for participation in the health and dental benefit programs in which the Named Executive Officer participated immediately prior to separation, payable monthly for each month of the welfare continuation period, which is equal to (a) 30 months for a period ofMr. Jurek, (b) 24 months;months for Mr. Mallard, Mr. Gaston, Mr. Gawronski and

Mr. Lifsey, and (c) 12 months for Mr. Wisniewski.

​

•
reimbursement for reasonable outplacement services which are directly related to the Named Executive Officer’s termination and which are incurred only during asix-consecutive month period that ends within or with the12-month period following the termination of the Named Executive Officer’s employment.

​
For these purposes, “cause” and “constructive termination” have the meanings ascribed to such terms in the Executive Severance Plan.

Our

The Executive Severance Plan contains a“best-of-net” “best-of-net” provision. With a“best-of-net” “best-of-net” provision, if any of the participants is subject to an excise tax under Code Section 280G and Code Section 4999, then the amount of severance the participant receives may be reduced so that the excise tax does not apply; however, such reduction will only occur if it results in the receipt of a greaterafter-tax severance than would otherwise be provided.

Named Executive Officers are not entitled to payments under the Executive Severance Plan if they are entitled to receive payment under the Executive Change in Control Plan discussed below. In addition, in order to receive payments under the Executive Severance Plan, the Named Executive Officer must execute and not revoke a release of claims against usthe Company and continue to comply with confidentiality,non-compete,non-solicitation andnon-disparagement covenants during each of the executive’s employment and for theone-year period following any termination of employment (or such longer period as the Named Executive Officer is eligible to receive severance payments from us).

Executive Change in Control Plan.   In connection with ourthe IPO wein 2018, the Company adopted the Executive Change in Control Plan in which all of our executive officers, including eachthe Named Executive Officer,Officers, excluding Mr. Wisniewski, participate pursuant to individual participation agreements. The Executive Change in Control Plan serves to encourage these key executives to carry out their duties and provide continuity of management in the event of a “change in control” of Gates.

If a change in control occurs and the eligible Named Executive Officer’s employment is terminated by us or a successor for reasons other than “cause” or is terminated voluntarily by the individual for “constructive

termination,” in each case within the period beginning 90 days prior to the consummation of a change in control and ending on the second anniversary of the date of such change in control, then the Executive Change in Control Plan generally provides that the individual would be entitled to receive:

•

alump-sum payment in the amount of two andone-half times base salary plus target bonus amount (for Mr. Jurek) and one andone-half times base salary plus target bonus amount (for the other participating Named Executive Officers);

​

•
alump-sum payment equal to the executive’sNamed Executive Officer’s target annual bonus amount in effect prior to the change in control(pro-rated (pro-rated for days of service during the fiscal year);

, plus any earned and unpaid bonus from the prior fiscal year.

​

•
cash payments in an amount equal to the total amount of the monthly COBRA insurance premiums for participation in the health and dental benefit programs as well as the monthly premiums for the life and long-term disability insurance benefit programs in which the Named Executive Officer participated in immediately prior to separation, payable monthly for each month of the welfare continuation period, which is equal to 30 months for Mr. Jurek and 24 months for each other participating Named Executive Officer;Officers; and

​


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•
reimbursement for reasonable outplacement services which are directly related to the Named Executive Officer’sexecutive’s termination and which are incurred only during asix-consecutive month period that ends within or with the12-month period following the termination of the Named Executive Officer’s employment.

​
For these purposes, “change in control”, “cause” and “constructive termination” have the meanings ascribed to such terms in the Executive Change in Control Plan.

Neither plan contains a single trigger or a modified single trigger for benefits. In addition, the Executive Change in Control Plan does not provide for benefits upon death or disability following a change in control.

Our

The Executive Change in Control Plan contains a“best-of-net” “best-of-net” provision. With a“best-of-net” “best-of-net” provision, if any of the participants is subject to an excise tax under Code Section 280G and Code Section 4999, then the amount of severance the participant receives may be reduced so that the excise tax does not apply; however, such reduction will only occur if it results in the receipt of a greaterafter-tax severance than would otherwise be provided.

To the extent a payment or benefit that is paid or provided under the Executive Change in Control Plan would also be paid or provided under the terms of another plan, program, agreement, arrangement or legal requirement, the executiveparticipating Named Executive Officer would be entitled to payment under the Executive Change in Control Plan or such other applicable plan, program, agreement, arrangement or legal requirement, whichever provides for greater benefits, but would not be entitled to benefits under both the Executive Change in Control Plan and such other plan, program, agreement, arrangement or legal requirement.

In addition, in order to receive payment and benefits under the Executive Change in Control Plan, the participating Named Executive Officer must execute and not revoke a release of claims against Gatesthe Company and continue to comply with confidentiality,non-compete andnon-solicitation covenants during each of the executive’s employment and for theone-year period following any termination of employment (or such longer period as the Named Executive Officer is eligible to receive severance payments from us).

Neither plan contains a single trigger or a modified single trigger for benefits. In addition, the Executive Change in Control Plan does not provide for benefits upon death or disability following a change in control.
Annual Plan

Messrs. Jurek, Naemura, Gawronski and Lifsey and Ms. Seely participated.   All of the Named Executive Officers participate in the Annual Plan. For fiscal 2018, the Annual Plan, providedwhich provides that a participant hadhas to be an employee at the time of a payout in order to receive a payout under the Annual Plan, except (i) in the case of death, Disability (as defined in the Annual Plan) or Retirement (as defined in the Annual Plan), (ii) if such payment wasis required by local law or individual

employment agreement or (iii) at the discretion of the Gates Global Bonus Policy Review Committee, under the terms of a Gates-approvedCompany-approved severance arrangement (referred to as “Termination with Severance”). In the case of death, Disability or Retirement, theany bonus payout, if applicable, would have been calculated based on the target achievement of annual financial performance targets (without the adjustment for an individual performance factor), and prorated to reflect the number of full months worked for us by the participant worked for the Company in the year of such termination. In the case of Termination with Severance, the bonus payout would have been calculated in accordance with the Executive Severance and Change in Control Plans, as applicable.

Retirement Benefits.   The Supplemental Retirement Plan that is made available to all Named Executive Officers has payment provisions relating to the termination of employment with the Company and a Change in Control (as defined in the Supplemental Retirement Plan), which are described more fully above under “Nonqualified Deferred Compensation for Fiscal 2020.”
Long-Term Incentive Awards

Pre-IPO Option Grants

For Messrs.Grants.   The Company has a number of awards issued under the 2014 Omaha Topco Ltd. Stock Incentive Plan, which was assumed by the Company and renamed the Gates Industrial Corporation plc Stock Incentive Plan (the “2014 Incentive Plan”) in connection with the Company’s initial public offering in January 2018. No new awards have been granted under this plan since 2017. Of the Company’s Named Executive Officers, Mr. Jurek, NaemuraMr. Gaston, and Mr. Lifsey were issued options pursuant to the 2014 Incentive Plan. The options are split equally into four tiers, each with specific vesting conditions. Tier I options vest evenly over 5 years from the grant date, subject to the participant’s continuing to provide service to the Company on the vesting date. Tier II, III and IV options vest on Blackstone’s achievement of specified investment returns at the time of a defined liquidity event, which is also subject to the participant’s


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continued provision of service to the Company on the vesting date. The performance conditions associated with Tiers II, III and IV must be achieved on or prior to July 3, 2022 in order for vesting to occur. All the options expire ten years after the date of grant.
Additionally, for Mr. Jurek and Mr. Lifsey, vesting of one additional “tranche” of the Tier I time-vesting options will accelerate upon termination of employment by (i) the Company without Cause, (ii) by the participant for Good Reason, andor (iii) death or Disability ((i)–(iii) collectively referred to as a “Good Leaver Termination”). In addition, for all Named Executive Officers with options granted prior to May 2017, with respect to the Tier II, III and IV exit-vesting options, if there is a separation from service due to a Good Leaver Termination prior to July 3, 2022, then a percentage of such options equal to the “Specified Portion” listed below will remain outstanding and eligible to vest for a period ending on the earlier of  (x) the date that is 24 months following the date of termination or (y) July 3, 2022.

Date of Good Leaver Termination

Specified Portion
(Messrs. Jurek, Naemura,
Lifsey)

Prior to the first anniversary of the date of grant/vesting reference date

20% 

On or after the first anniversary of the date of grant/vesting reference date and prior to the second anniversary of the date of grant/vesting reference date

40% 

On or after the second anniversary of the date of grant/vesting reference date and prior to the third anniversary of the date of grant/vesting reference date

60% 

On or after the third anniversary of the date of grant/vesting reference date and prior to the fourth anniversary of the date of grant/vesting reference date

80% 

On or after the fourth anniversary of the date of grant/vesting reference date and prior to the fifth anniversary of the date of grant/vesting reference date

100% 

On or after the fifth anniversary of the date of grant/vesting reference date

—  

Date of Good Leaver Termination​​
Specified Portion
(Jurek and
Lifsey)
​​
Specified Portion
(Gaston)
​
Prior to the first anniversary of the date of grant/vesting reference date​​​​20%​​​​​0%​​
On or after the first anniversary of the date of grant/vesting reference date
and prior to the second anniversary of the date of grant/vesting
reference date
​​​​40%​​​​​20%​​
On or after the second anniversary of the date of grant/vesting reference date and prior to the third anniversary of the date of grant/vesting reference date​​​​60%​​​​​40%​​
On or after the third anniversary of the date of grant/vesting reference date
and prior to the fourth anniversary of the date of grant/vesting reference
date
​​​​80%​​​​​60%​​
On or after the fourth anniversary of the date of grant/vesting reference date and prior to the fifth anniversary of the date of grant/vesting reference date​​​​100%​​​​​80%​​
On or after the fifth anniversary of the date of grant/vesting reference date​​​​​​​​​​100%​​
In addition, for options granted prior to May 2017, if the participant retires on or after the third anniversary of the vesting commencement date, is at least age 62 and has completed three years of service, then the Board may, in its discretion, treat such retirement as a Good Leaver Termination with respect to Tiers II, III and IV.

For all option awards under the 2014 Incentive Plan, upon a “Change in Control” (as​(as such term is defined in the 2014 Incentive Plan) during the participant’s employment, all unvested Tier I time-vesting options will accelerate and become fully vested. The Tier II, III and IV exit-vesting options woulddo not automatically become fully vested in connection with a Change in Control. However,Control; however, all or a portion of the Tier II, III and IV exit-vesting options may become vested to the extent a Change in Control occurs prior to July 3, 2022, which results in the applicable vesting conditions being met. If not, then the Tier II, III and IV exit-vesting options would remain outstanding and eligible to vest until July 3, 2022, or until Blackstone ceases to own any of ourthe Company’s ordinary shares.

Pre-IPO2018 Omnibus Incentive Plan — Outstanding Equity Awards RSU Grant

Options.With respect to the RSUsOptions granted pursuant to Mr. Gawronski priorthe 2018 Omnibus Incentive Plan, in the event of a termination for “cause” ​(as defined under the 2018 Omnibus Incentive Plan), all outstanding vested and unvested Options will immediately terminate and expire. In the event of a termination for death or disability, all outstanding unvested Options shall vest and all outstanding vested Options shall remain exercisable for one year thereafter. In the event of a termination for any other reason, including a voluntary termination, all outstanding unvested Options shall immediately terminate and expire, and all outstanding vested Options shall remain exercisable for 60 days after such termination (or, if such termination occurs during or up to our IPO, inseven days before a blackout under the Company’s Trading Policy, then 30 days after such blackout period ends). In the event of a “Change in Control” as defined in the 2018 Omnibus Incentive Plan,

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Options awarded in 2018 and 2019 will vest immediately. The Options granted in 2020 and thereafter require both a Change in Control and a termination of the executive by the Company without Cause (as defined in his RSU award agreement) during Mr. Gawronski’s employment, unvested the 2018 Omnibus Incentive Plan), by the executive by reason of Constructive Termination (as defined in the Executive Change in Control Plan) or a termination for death or disability for accelerated vesting.
RSUs will fully vest.

2018 Awards

and PRSUs.With respect to RSUs and PRSUs granted pursuant to the fiscal 2018 grants to Mr. Gawronski and Ms. Seely of time-vesting stock options,Omnibus Incentive Plan, in the event of a termination due tofor any reason other than death or disability outstandingprior to the vesting of the RSUs and PRSUs, all unvested options will immediately vest. Additionally, all optionsRSUs and PRSUs shall be forfeited. In the event of termination for death or disability, RSUs will fully vest and become exercisable immediately priorPRSUs representing a pro-rata portion of the number of PRSUs that would have vested based on the Company’s actual performance for the entire performance period will be eligible to vest on a pro-rata basis based on days employed during the performance period. In the event of a “Change in Control” ​(as defined in the 2018 Omnibus Incentive Plan), RSUs granted in 2018 and 2019 will vest immediately and PRSUs will be earned based on the Company’s Relative TSR performance as measured through the date of the change in control and Adjusted ROIC as measured through the most recently completed fiscal quarter relative to the performance criteria determined by the Compensation Committee, with 50% of the earned PRSUs vesting on the date of the Change in Control and the remaining 50% of the earned PRSUs vesting on the first anniversary of the date of the Change in Control; provided that, the remaining 50% will vest immediately upon a termination by the Company without Cause (as defined in the 2018 Omnibus Incentive Plan).

Retirement Benefits

The Supplemental Retirement Plan that is made available to all Named Executive Officers has payment provisions relating to the termination Additionally, a target number of employment with Gates andPRSUs will be earned if a Change in Control occurs within the first six months of the performance period, with the earned PRSUs vesting as set forth in the preceding sentence. A target number of PRSUs will vest on the date of such Change in Control if the PRSUs are not continued, converted, assumed or replaced by the Company, any of its subsidiaries or a successor entity thereto. RSUs granted in 2020 and thereafter require both a Change in Control and a termination of the executive by the Company without Cause (as defined in the Supplemental Retirement2018 Omnibus Incentive Plan), which are described more fully above under “Nonqualified Deferred Compensationby the executive by reason of Constructive Termination (as defined in the Executive Change in Control Plan) or a termination for Fiscal 2018.”

death or disability, for accelerated vesting.

Payments and Benefits Upon Termination orChange-in-Control Change in Control

The following table describes the potential payments and benefits that would have been payable to ourthe Named Executive Officers (other than Mr. Naemura) assuming an eligible termination (as described above under “Summary of Potential Payments”) of their employment on the last business day of fiscal 2018.

Fiscal 2020. Mr. Naemura is not included in this table as he voluntarily resigned from his role effective January 31, 2020 and did not receive any payments upon termination.

The amounts shown in the table below do not include:

•

payments and benefits to the extent they are provided generally to all salaried employees upon termination of employment and do not discriminate in scope, terms or operation in favor of the Named Executive Officers; or

​

•
distributions of previously vested plan balances under the Gates MatchMaker 401(k) Plan and the Supplemental Retirement Plan (see the “2018“2019 Nonqualified Deferred Compensation” section above for information about the Supplemental Retirement Plan).

  I. Jurek  D. Naemura  G. Gawronski  J. Seely  W. Lifsey 

Termination—Disability or Death

     

Cash Severance Payments(1)

 $1,417,500  $701,500  $455,096  $297,500  $610,000 

Equity Awards(2)

 $1,490,725  $492,431  $0  $0  $444,013 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total

 $2,908,225  $1,193,931  $455,096  $297,500  $1,054,013 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Termination—By the Company without Cause

     

Cash Severance Payments(3)

 $7,314,975  $2,316,830  $1,641,443  $1,138,575  $1,811,700 

Health Plan Continuation(4)

 $27,053  $27,053  $27,053  $18,748  $18,748 

Outplacement(5)

 $7,400  $7,400  $7,400  $7,400  $7,400 

Equity Awards(2)

 $1,490,725  $492,431  $0  $0  $444,013 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total

 $8,840,153  $2,843,715  $1,675,896  $1,164,723  $2,281,861 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Change-in-Control—(with Termination)

     

Cash Severance Payments(6)

 $7,323,750  $2,668,750  $2,037,740  $1,381,250  $2,440,000 

Health Plan Continuation(4)

 $85,993  $57,438  $51,614  $36,415  $43,774 

Outplacement(5)

 $7,400  $7,400  $7,400  $7,400  $7,400 

Equity Awards(2)

 $3,269,240  $984,864  $670,374  $0  $1,000,143 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total

 $10,686,382  $3,718,452  $2,767,128  $1,425,065  $3,491,317 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Change-in-Control—(without Termination)

     

Equity Awards(2)

 $3,269,240  $984,864  $670,374  $0  $1,000,143 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total

 $3,269,240  $984,864  $670,374  $0  $1,000,143 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

(1)

Amounts reported reflect the Annual Plan bonus based on the target achievement of annual financial and individual performance targets.

(2)

For Messrs. Jurek, Naemura and Lifsey, if the executive’s employment is terminated by the Company without Cause, by the executive for Good Reason or as a result of death or Disability, then vesting of one

​

additional “tranche” of the Tier I time-vesting options will accelerate. In the event of a Change in Control, all such unvested Tier I time-vesting options will accelerate and become fully vested. For the fiscal 2018 grants to Mr. Gawronski and Ms. Seely, if the executive’s employment is terminated as a result of death or disability, all outstanding unvested options will accelerate and become exercisable. In the event of a Change in Control, all such unvested options will accelerate and become exercisable. The amounts reported reflect the “spread” value for the Tier I time-vesting options granted prior to Fiscal 2017 and the time-vesting options granted in 2018 to Mr. Gawronski and Ms. Seely, in each case representing the difference between the closing stock price of Gates’ ordinary shares on December 28, 2018 and the applicable exercise price, unless the stock option exercise price is higher than the close price, in which case the stock options were not assigned a value. Amounts reported assume that Tier II, III and IV exit-vesting options do not vest upon a Change in Control. With respect to the RSUs granted to Mr. Gawronski prior to our IPO, in the event of a Change in Control during Mr. Gawronski’s employment, all unvested RSUs will accelerate. The amounts reported reflect the value of unvested RSUs based on the closing price of Gates’ ordinary shares on December 28, 2018.
(3)

For Messrs. Jurek and Naemura, the amounts reported reflect the sum of (a) the fiscal 2018 Annual Plan bonus payment (without the adjustment for an individual performance factor), which would be paid concurrently with cash bonus payments to other employees under the Annual Plan and (b) two times Mr. Jurek’s and one times Mr. Naemura’s (x) then-current base salary and (y) the actual fiscal 2017 Annual Plan bonus payment, which would be paid in substantially equal installments over a period of 24 months for Mr. Jurek and 12 months for Mr. Naemura. For the remaining Named Executive Officers, the amount reported is the sum of (a) the fiscal 2018 Annual Plan bonus (without an adjustment for an individual performance factor), which would be paid concurrently with cash bonus payments to other employees under the Annual Plan and (b) two times his or her then-current base salary, which would be paid in substantially equal installments over a period of 24 months.

(4)

The amounts reported in “Termination—By the Company without Cause” represent cash payments in an amount equal to the estimated total amount of Gates’ portion of the monthly COBRA insurance premiums for participation in the health and dental benefit programs in which the Named Executive Officer participated immediately prior to termination for a period of 24 months for each of the Named Executive Officers. The amounts reported in“Change-in-Control—(with•

Payments related to any accidental death and dismemberment and long-term disability insurance any Named Executive Officers holds.
​

45
TABLE OF CONTENTS

​​​I. Jurek​​L. Mallard​​D. Wisniewski​​R. Gaston​​G. Gawronski​​W. Lifsey​
Termination – Disability or Death​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
Cash Severance Payments(1)
​​​$79,231​​​​$42,308​​​​$30,603​​​​$32,308​​​​$51,352​​​​$51,479​​
Equity Awards(2)
​​​$5,645,056​​​​$835,961​​​​$393,396​​​​$905,026​​​​$1,776,692​​​​$1,886,122​​
Total​​​$5,724,287​​​​$878,269​​​​$423,999​​​​$937,334​​​​$1,828,044​​​​$1,937,601​​
Termination – By the Company without Cause​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
Cash Severance Payments(3)
​​​$2,139,231​​​​$1,142,308​​​​$428,441​​​​$872,308​​​​$1,386,502​​​​$1,389,941​​
Health Plan Continuation(4)
​​​$25,503​​​​$21,024​​​​$12,752​​​​$25,503​​​​$25,503​​​​$14,510​​
Outplacement(5)​​​$8,000​​​​$8,000​​​​$8,000​​​​$8,000​​​​$8,000​​​​$8,000​​
Equity Awards(2)
​​​$132,519​​​​$0​​​​$0​​​​$187,018​​​​$0​​​​$105,009​​
Total​​​$2,305,253​​​​$1,171,332​​​​$449,193​​​​$1,092,829​​​​$1,420,005​​​​$1,517,460​​
Change in Control – (with Termination)​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
Cash Severance Payments(6)
​​​$8,061,731​​​​$2,039,439​​​​$826,279​​​​$1,712,308​​​​$2,721,652​​​​$2,728,403​​
Health Plan Continuation(4)
​​​$82,510​​​​$0​​​​$0​​​​$0​​​​$62,605​​​​$62,098​​
Outplacement(5)​​​$8,000​​​​$8,000​​​​$8,000​​​​$8,000​​​​$8,000​​​​$8,000​​
Equity Awards(2)
​​​$5,777,570​​​​$835,961​​​​$393,396​​​​$905,026​​​​$1,776,692​​​​$1,886,122​​
Total​​​$13,929,811​​​​$2,883,400​​​​$1,227,675​​​​$2,625,334​​​​$4,568,949​​​​$4,684,623​​
Change in Control – (without Termination)​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
Equity Awards(2)
​​​$4,565,485​​​​$385,505​​​​$283,540​​​​$680,307​​​​$1,223,646​​​​$1,331,705​​
Total​​​$4,565,485​​​​$385,505​​​​$283,540​​​​$680,307​​​​$1,223,646​​​​$1,331,705​​
​
(1)
Cash Severance Payments (Death or Disability): Amounts reported reflect accrued vacation pay.
​
(2)
Equity Awards: For Mr. Jurek and Mr. Lifsey, if the executive’s employment is terminated by the Company without Cause, by the executive for Good Reason or as a result of death or Disability, then vesting of one additional “tranche” of the Tier I time-vesting options will accelerate. In the event of a Change in Control, all such unvested Tier I time-vesting options will accelerate and become fully vested. For options granted pursuant to the 2018 Omnibus Incentive Plan, if the Named Executive Officer’s employment is terminated as a result of death or disability, all outstanding unvested options will accelerate and become exercisable and all RSUs will vest. For the options granted in 2018 and 2019, in the event of a Change in Control, all such unvested options will accelerate and become exercisable. For the options granted in 2020, all unvested options will accelerate if the executive’s employment is terminated by the Company without Cause, by the executive by reason of Constructive Termination (as defined in the Executive Change in Control Plan) or a as a result of death or disability, in each case, following a Change in Control. The amounts reported in “Change in Control — (without Termination)” reflect the “spread” value for the Tier I time-vesting options granted prior to Fiscal 2017 and the time-vesting options granted in 2018 and 2019 and the amounts reported in “Change in Control — (with Termination)” also includes the “spread” value for the options granted in 2020, in each case representing the difference between the closing stock price of Gates’ ordinary shares on January 2, 2021 and the applicable exercise price, unless the stock option exercise price is higher than the close price, in which case the stock options were not assigned a value. Amounts reported assume that Tier II, III and IV exit-vesting options do not vest upon a Change in Control. With respect to all RSUs, in the event of the executive’s termination for death or disability, all unvested RSUs will accelerate. For the RSUs granted in 2018 and 2019, in the event of a Change in Control during the executive’s employment, all unvested RSUs will accelerate. For the RSUs granted in 2020, all unvested RSUs will accelerate if the executive’s employment is terminated by the Company without Cause, by the executive by reason of Constructive
​

46
TABLE OF CONTENTS

Termination (as defined in the Executive Change in Control Plan) or a as a result of death or disability, in each case, following a Change in Control. The amounts reported in “Change in Control — (with Termination)” reflect the value of unvested RSUs based on the closing price of Gates’ ordinary shares on January 2, 2021 and the amounts reported in “Change in Control — (without Termination)” reflect the value of unvested RSUs granted in 2018 and 2019 based on the closing price of Gates’ ordinary shares on January 2, 2021. In the event of termination for death or disability, the amount reported for PRSUs is calculated at target. Upon a Change in Control, the amount reported is calculated at target and assumes that the PRSUs are not continued, converted, assumed or replaced by the Company or successor entity.
(3)
Cash Severance Payments (Termination without Cause): For Mr. Jurek, the amount reported reflects the sum of  (a) the Fiscal 2020 Annual Plan bonus payment (without the adjustment for an individual performance factor), which would be paid concurrently with cash bonus payments to other employees under the Annual Plan, (b) two times Mr. Jurek’s (x) then-current base salary and (y) the actual Fiscal 2020 Annual Plan bonus payment, which would be paid in substantially equal installments over a period of 24 months for Mr. Jurek, and (c) accrued vacation pay. For the remaining Named Executive Officers, the amount reported is the sum of  (a) the Fiscal 2020 Annual Plan bonus (without an adjustment for an individual performance factor), which would be paid concurrently with cash bonus payments to other employees under the Annual Plan, (b) two times his then-current base salary for Messrs. Mallard, Gawronski, Gaston and Lifsey and one time his then-current base salary for Mr. Wisniewski, which would be paid in substantially equal installments over a period of 24 months for Messrs. Mallard, Gawronski, Gaston and Lifsey and 12 months for Mr. Wisniewski, and (c) accrued vacation pay.
​
(4)
Health Plan Continuation: The amounts reported in “Termination — By the Company without Cause” represent cash payments in an amount equal to the estimated total amount of Gates’ portion of the monthly COBRA insurance premiums for participation in the health and dental benefit programs in which the Named Executive Officer participated immediately prior to termination for a period of (i) 24 months for Mr. Jurek, Mr. Mallard, Mr. Gaston, Mr. Gawronski and Mr. Lifsey and (ii) 12 months for Mr. Wisniewski. The amounts reported in “Change-in-Control — (with Termination)” represent cash payments in an amount equal to the estimated total amount of the monthly COBRA insurance premiums for participation in the health and dental benefit programs as well as the monthly premiums for the life and long-term disability insurance programs in which the Named Executive Officer participated immediately prior to termination for a period of 30 months for Mr. Jurek and 24 months for each of the other Named Executive Officers.

(5)

Amounts reported represent costs of outplacement services for asix-month period for each executive assuming rates in effect at December 28, 2018.

(6)

The amounts reported reflect the sum of (a) one andone-half times (two andone-half times for Mr. Jurek) the executive’s then-current base salary plus the fiscal 2018 Annual Plan target bonus and (b) the fiscal 2018 Annual Plan target bonus, the total of which would be paid in a lump sum no later than the 60th day following the termination date. Our Executive Change in Control Plan provides that if the executive is subject to an excise tax under Code Section 280G and Code Section 4999 then the amount of severance the executive receives may be reduced so that the excise tax does not apply, however, such reduction will only occur if the receipt of a greaterafter-tax severance than would otherwise be provided. For purposes of the above disclosure we have assumed that the executive’s severance amounts will not be reduced.

Director Compensation

Our employee director and Sponsor-affiliated directors receive no additional compensation for serving on the Board. As such, none of our directors, other than James Ireland, Terry Klebe and John Plant and our former director, Karyn Ovelmen, received compensation for the year ended December 29, 2018.

In 2017, we analyzed competitive market data provided by the Consultant relating to director compensation programs, including both cash retainers, equity awards and stock ownership guidelines. These compensation elements were benchmarked against the same15-company peer group that was used to evaluate executive

compensation pay levels and program design in 2017 described above in the section entitled “Role of the Independent Compensation Consultant,” as well as the monthly premiums for the life and long-term disability insurance programs in which the Named Executive Officer participated immediately prior to termination for a general industry group consistingperiod of comparably sized general industry (excluding financial services) companies with median revenues(i) 30 months for Mr. Jurek, (ii), 24 months for Mr. Mallard, Mr. Gaston, Mr. Gawronski and Mr. Lifsey, and (iii) 12 months for Mr. Wisniewski.

​
(5)
Outplacement: Amounts reported represent costs of approximately Gates’ size. Asoutplacement services for a resultsix-month period for each Named Executive Officer based on rates in effect as of January 2, 2021.
​
(6)
Cash Severance Payments (Change in Control):  The amounts reported reflect the sum of (a) (i) For Mr. Jurek, two and one-half times, (ii) For Mr. Mallard, Mr. Gaston, Mr. Gawronski and Mr. Lifsey, one-half times, (iii) For Mr. Wisniewski, one time, both the executive’s then-current base salary and the Fiscal 2020 Annual Plan target bonus, (b) the Fiscal 2020 Annual Plan target bonus, the total of which would be paid in a lump sum no later than the 60th day following the termination date, and (c) accrued vacation pay for all Named Executive Officers (other than for Mr. Wisinewski who does not participate in the Executive Change in Control Plan and the amounts reported reflect the amounts payable pursuant to the Executive Severance Plan) as set forth in Note 3 above). The Executive Change in Control Plan provides that if the executive is subject to an excise tax under Code Section 280G and Code Section 4999 then the amount of severance the executive receives may be reduced so that the excise tax does not apply, however, such reduction will only occur if the receipt of a greater after-tax severance than would otherwise be provided. For purposes of the analysis, in connection with our IPO, we developed a market-competitive directorabove disclosure, the Company assumed the executive’s severance amounts will not be reduced.
​

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TABLE OF CONTENTS

Equity Compensation Plan Information
The following table summarizes the Company’s equity compensation program for ournon-employee,non-Sponsor affiliated directors.

The program provides eligible directors with an annual compensation packageplan information as of $225,000 consistingJanuary 2, 2021:

Plan Category​​
Number of Securities
to be Issued upon
Exercise of
Outstanding Options,
Warrants and Rights
​​
Weighted-Average
Exercise Price of
Outstanding Options,
Warrants, and Rights
​​
Number of Securities
Remaining Available
for Future Issuance
Under Equity
Compensation Plans
(Excluding Securities
Reflected in the
1st Column of This
Table)
​
Equity compensation plans approved by security
holders
​​​​20,020,969(1)​​​​$9.30(2)​​​​​10,098,809(3)​​
​
(1)
Consists of $125,000 as an annual cash retainer (payable in quarterly installments in arrears)20,020,969 shares of the Company’s common stock issuable upon the exercise of 17,865,409 outstanding stock options or vesting of 2,155,560 outstanding restricted stock units awarded under the Company’s 2014 Incentive Plan, 2015 Non-Employee Director Incentive Plan or 2018 Omnibus Incentive Plan, and $100,000 in valueexcludes any cash-settled stock appreciation rights.
​
(2)
Excludes shares issuable upon the vesting of restricted stock units (payable annually). Restricted stock units vestwhich are included in full on the first anniversary of the grant date.

As partcolumn of this program,table for which there is no exercise price.

​
(3)
The Company’s 2018 Omnibus Incentive Plan provides that the chairpersonstotal number of the following committees are entitled to receive the additional fixed annual cash retainers (payable in quarterly installments in arrears) listed below. We reimburse all directors for expenses associated with each meeting attended.

Role

  Annual Cash
Retainers Chair		 

Chair, Audit Committee

  $25,000 

Chair, Compensation Committee

  $10,000 

Chair, Nominating and Governance Committee

  $10,000 

Under the Supplemental Retirement Plan, which was amended and restated in March 2018, directorsordinary shares that may also elect to defer 20% to 100% of their annual retainer and any committee chair fees, if applicable, as well as 100% of his or her annual RSU grant.

James Ireland was appointed to our Board effective November 7, 2018. In connection with his appointment, the Board approved aone-time award of 6,451 restricted stock units with a grant date fair value of $99,991. The restricted stock units vest in full on the first anniversary of the grant date.

In addition, during 2018, each of Messrs. Klebe and Plant and Ms. Ovelmen received a grant of 5,643 RSUs with a grant date fair value of $99,994. The RSUs were grantedbe issued under the 2018 Omnibus Incentive Plan and vest in fullis 12,500,000 (the “Absolute Share Limit”); provided, however, that the Absolute Share Limit shall be increased on the first anniversaryday of each fiscal year beginning with the grant date.

We have adopted stock ownership guidelines for ournon-employee,non-Sponsor affiliated directors in order to better align our eligible directors’ financial interests with those of our shareholders by requiring such directors to own a minimum level of our shares. Each of ournon-employee,non-Sponsor affiliated directors is required to own stock2019 fiscal year in an amount equal to four times his or her annual cash retainer. Any such director who does not meet the threshold will be required to retain 50%least of  stock acquired through(x) 6,500,000 ordinary shares, (y) 2.5% of the exercise or vestingtotal number of equity awards madeordinary shares outstanding on the last day of the immediately preceding fiscal year, and (z) a lower number of ordinary shares as determined by the Company.

Board. The 2018 Omnibus Incentive Plan, which was approved on January 17, 2018, replaced the 2014 Incentive Plan and 2015 Non-Employee Director Compensation for Fiscal 2018

The following table provides summary information concerning the compensation of our directors, other than our employee director, for fiscal 2018.

Name

  Fees Earned
or
Paid in Cash
($)		  Stock
Awards
($)(1)		   Option
Awards
($)(2)		   Total
($)		 

T. Klebe

  $150,000(3)   $99,994    —     $249,994 

J. Ireland(4)

  $20,833  $99,991    —     $120,824 

K. Ovelmen

  $125,000  $99,994    —     $224,994 

J. Plant

  $125,000  $99,994    —     $224,994 

N. Simpkins

   —     —      —      —   

D. Calhoun

   —     —      —      —   

J. Kahr

   —     —      —      —   

(1)

The amounts shown represent the aggregate grant date fair value of stock awards granted in fiscal 2018 calculated in accordance with Topic 718. As of December 29, 2018, the aggregate number of unvested RSUs held by our directors was as follows: Mr. Klebe, 5,643; Mr. Ireland, 6,451; Mr. Plant, 5,643 and Ms. Ovelmen, 5,643, which vest in full on the first anniversary of the grant date.

(2)

As of December 29, 2018, Messrs. Klebe and Plant each held 76,293 time-vesting stock options, respectively, that vest 20% on each of the first five anniversaries of the grant date.

(3)

Includes $71,156 of deferrals under the Supplemental Retirement Plan and $25,000 for Mr. Klebe’s service as chair of the Audit Committee.

(4)

Mr. Ireland was appointed to our Board of Directors effective November 7, 2018, and the amount reported represents his cash retainer for his service as a director in fiscal 2018.

Equity CompensationIncentive Plan Information

The following table summarizes ourwith respect to prospective equity compensation plan information as of December 29, 2018:

Plan Category  Number of Securities
to be Issued upon
Exercise of
Outstanding Options,
Warrants and Rights		  Weighted-Average
Exercise Price of
Outstanding Options,
Warrants, and Rights		  Number of Securities
Remaining Available
for Future Issuance
Under Equity
Compensation Plans
(Excluding Securities
Reflected in the
1st Column of This
Table)		 

Equity compensation plans approved by security holders

   19,359,300(1)   $8.16(2)    11,886,346(3)  

(1)

Consists of 19,359,300 shares of our common stock issuable upon the exercise of outstanding stock options or vesting of restricted stock units awarded under our 2014 Incentive Plan, 2015Non-Employeegrants. Director Incentive Plan or 2018 Omnibus Incentive Plan and excludes any cash-settled stock appreciation rights.

(2)

Excludes shares issuable upon the vesting of restricted stock units which are included in the first column of this table for which there is no exercise price.

(3)

Our 2018 Omnibus Incentive Plan provides that the total number of ordinary shares that may be issued under the 2018 Omnibus Incentive Plan is 12,500,000 (the “Absolute Share Limit”); provided, however, that the Absolute Share Limit shall be increased on the first day of each fiscal year beginning with the 2019 fiscal year in an amount equal to the least of (x) 6,500,000 ordinary shares, (y) 2.5% of the total number of ordinary shares outstanding on the last day of the immediately preceding fiscal year, and (z) a lower number of ordinary shares as determined by the Board. In connection with the approval of our 2018 Omnibus Incentive Plan on January 17, 2018, our 2018 Omnibus Incentive Plan replaced our 2014 Incentive Plan and 2015Non-Employee Director Incentive Plan with respect to prospective equity grants.

​


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TABLE OF CONTENTS​

PROPOSAL 2: ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION

The Board of Directors unanimously recommends that shareholders vote “FOR” the advisory approval of the compensation of Gates’ Named Executive Officers.

What am I voting on?

Under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and Section 14A of the Exchange Act, ourthe Company’s shareholders are entitled to vote to approve, on a nonbinding advisory basis, the compensation of ourits Named Executive Officers, as disclosed in this Proxy Statement in accordance with SEC rules, commonly known as“say-on-pay”.

“say-on-pay.”

As discussed in the Compensation Discussion and Analysis, ourthe Company’s executive compensation program is designed to enable usit to attract, motivate, reward and retain high-caliber executives who are capable of creating and sustaining value for ourits customers and shareholders and achieving the Company’s business goals over the long term. In addition, ourthe Company’s executive compensation program is designed to provide a fair and competitive compensation opportunity that appropriately rewards executives for their contributions to ourits success. WeThe Company also believebelieves that a significant portion of each executive’s compensation should be “at risk” and tied to overall Company and individual performance, and accordingly we employthe Company employs performance metrics tied to ourits strategy to encourage performance that creates long-term value for our shareholders. Ourvalue. The Company’s Compensation Committee oversees ourits executive compensation program and maintains a focus on paying ourits executive officers for performance, not only through the use of performance metrics tied to ourCompany strategy, but also by using a mix of compensation elements that emphasizes pay that varies based on Gates’the Company’s performance.

The form of shareholder resolution for this proposal is set forth under the heading “Shareholder Resolutions for the 20192021 Annual General Meeting” on page 56 ofin this Proxy Statement.

Is this vote binding on the Board?

As this vote is advisory, the result will not be binding upon the Board or the Compensation Committee, and neither the Board nor the Compensation Committee will be required to take any action (or refrain from taking any action) as a result of the outcome of the vote on this proposal. The Compensation Committee will review and consider the outcome of the vote in connection with the ongoing review of Gates’the Company’s executive compensation program.


49
PROPOSAL 3: ADVISORY VOTE ON FREQUENCYTABLE OF FUTURE ADVISORY VOTES TO APPROVE NAMED EXECUTIVE OFFICERCONTENTS​

DIRECTOR COMPENSATION

Director Compensation
The Board of Directors unanimously recommends that shareholders voteCompany’s employee director and Sponsor-affiliated directors receive no additional compensation for a “ONE YEAR” frequencyserving on the Board. As such, only directors James Ireland, Terry Klebe, Stephanie Mains, Wilson Neely and Molly Zhang received compensation for conducting an advisory vote to approve named executive officer compensation.

What am I voting on?

The Dodd-Frank Act and Section 14A of the Exchange Act also enable our shareholders, at least once every six years, to indicate their preference regarding how frequently we should solicit a nonbinding advisory vote to approve the compensation of our Named Executive Officers as disclosed in our Proxy Statement. Accordingly, we are providing shareholders with the opportunity to vote on an advisory resolution, commonly known as“say-on-frequency,” determining the frequency with which the Company asks shareholders to provide an advisory vote to approve named executive officer compensation.

The enclosed proxy card gives shareholders four options for voting on this item. Shareholders can choose whether thesay-on-pay vote should be conducted every year everyended January 2, 2021.

Every two years, or every three years. Shareholders may also abstain from votingthe Board reviews and approves the non-employee director compensation based on this item. Shareholders are not voting to approve or disapprove the recommendation of the Board of Directors.

Gates believes thatsay-on-pay votes should be conducted every year to give shareholders the opportunity to provide regular feedback with respect to our executive compensation program, and allow the Board andCompensation Committee. In making a recommendation, the Compensation Committee considers market data for the opportunity to evaluate individualCompany’s peer group, which is the same peer group used for the Company’s executive compensation decisions annuallypeer group, as well as a general industry group consisting of comparably sized general industry companies (excluding financial services) with median revenues of approximately the Company’s size. The Board last reviewed and approved non-employee director compensation in light of feedback from shareholders. 2019.

In addition,2020, eligible directors received an annual votecompensation package of $225,000, consisting of  $100,000 as an annual cash retainer (payable in quarterly installments in arrears) and $125,000 in value of restricted stock units (payable annually). Restricted stock units vest in full on the first anniversary of the grant date. The chairpersons of the following committees are entitled to approve named executive officer compensationreceive the additional annual cash retainers (payable in quarterly installments in arrears) listed below; however, in 2020 the chairpersons of the Company’s Compensation Committee and Nominating and Governance Committee were each Sponsor-affiliated directors and thus did not receive this additional cash retainer.
Role​​
Annual Cash
Retainers Chair
​
Chair, Audit Committee​​​$25,000​​
Chair, Compensation Committee​​​$10,000​​
Chair, Nominating and Governance Committee​​​$10,000​​
The Company reimburses all directors for expenses associated with each meeting attended. Under the Supplemental Retirement Plan, directors may also elect to defer 20% to 100% of their annual cash retainer and any committee chair fees, if applicable, as well as 100% of their annual RSU grant.
Director Stock Ownership Guidelines
To better align the financial interest of its non-employee, non-Sponsor affiliated directors with its shareholders, the Company requires such directors to own a minimum level of shares. Each of the Company’s non-employee, non-Sponsor affiliated directors is consistent with our practicerequired to own stock in an amount equal to four times his or her annual cash retainer. Any such director who does not meet the threshold will be required to retain 50% of seeking input from our shareholders on corporate governance matters, which include electingstock acquired through the exercise or vesting of equity awards made by the Company. As of the Company’s annual measurement date of February 1, 2020, all of its non-employee, non-Sponsor affiliated directors annually and providing shareholderseither met the applicable ownership guidelines or were in compliance with the opportunity to ratify the Audit Committee’s selection of our independent registered public accounting firm annually.

equity retention mandate.

Director Compensation Table
The form of shareholder resolution for this proposal is set forth under the heading “Shareholder Resolutions for the 2019 Annual General Meeting” on page 56 of this Proxy Statement.

Is this vote binding on the Board?

Because this vote is advisory, the result will not be binding upon the Board of Directors or the Compensation Committee. The Compensation Committee will review and consider the outcome of the vote when making future decisions with respect to how frequently we should conduct an advisory vote to approvefollowing table provides summary information concerning the compensation of our Named Executive Officers.

the Company’s directors, other than the employee director, who served during Fiscal 2020.

Name​​
Fees Earned
or
Paid in Cash
($)(1)
​​
Stock
Awards
($)(2)
​​
Option
Awards
($)(3)
​​
Total
($)
​
J. Ireland​​​$100,000​​​​$124,992​​​​​—​​​​$224,992​​
T. Klebe​​​$125,000(4)​​​​$124,992​​​​​—​​​​$249,992​​
S. Mains​​​$100,000​​​​$124,992​​​​​—​​​​$224,992​​
W. Neely​​​$74,176​​​​$124,999​​​​​—​​​​$199,175​​

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Name​​
Fees Earned
or
Paid in Cash
($)(1)
​​
Stock
Awards
($)(2)
​​
Option
Awards
($)(3)
​​
Total
($)
​
M. Zhang​​​$49,176​​​​$124,994​​​​​—​​​​$174,170​​
D. Calhoun​​​​—​​​​​—​​​​​—​​​​​—​​
J. Kahr​​​​—​​​​​—​​​​​—​​​​​—​​
N. Simpkins​​​​—​​​​​—​​​​​—​​​​​—​​
​
(1)
Represents director fees earned during Fiscal 2020. Directors who served on the Board for a portion of the fiscal year received a pro-rated amount of the annual cash retainer.
​
(2)
The amounts shown represent the aggregate grant date fair value of stock awards granted in Fiscal 2020 calculated in accordance with Topic 718. As of January 2, 2021, the aggregate number of unvested RSUs held by the Company’s directors was as follows: Mr. Ireland (9,920), Mr. Klebe (9,920) and Ms. Mains (9,920), all which vested on February 21, 2021; Mr. Neely (17,857), which will vest on April 1, 2021; and Ms. Zhang (12,664), which will vest on July 1, 2021. Mr. Klebe and Ms. Zhang elected to defer their shares pursuant to the Supplemental Retirement Plan.
​
(3)
The Company has not granted options to non-employee directors since 2016. As of January 2, 2021, the aggregate number of options outstanding for Mr. Klebe was 76,293. Of the 76,293 options granted to Mr. Klebe, 61,034 are vested, with the remaining options vesting on the fifth anniversary of the grant date, which was May 12, 2016.
​
(4)
Represents the annual cash retainer of  $100,000 plus an additional $25,000 for Mr. Klebe’s service as chair of the Audit Committee. Mr. Klebe elected to defer $100,000 of the fees earned in cash pursuant to the Supplemental Retirement Plan.
​

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PROPOSAL 4:3: ADVISORY VOTE ON DIRECTORS’ REMUNERATION REPORT

The Board of Directors unanimously recommends that shareholders vote “FOR” advisory approval of the Directors’ Remuneration Report contained in Appendix A of this Proxy Statement.

What am I voting on?

The Board considers that appropriate remuneration of directors plays a vital part in helping to achieve the Company’s overall objectives, and accordingly, and in compliance with the Companies Act, we arethe Company is providing shareholders with the opportunity to vote on an advisory resolution approving the Directors’ Remuneration Report.

This proposal is similar to proposal 2 regarding the advisory vote to approve the compensation of ourthe Company’s Named Executive Officers. However, the Directors’ Remuneration Report is concerned solely with the remuneration of ourthe Company’s management andnon-management directors and is required under the Companies Act.

We encourage

The Company encourages shareholders to read the Directors’ Remuneration Report set forth in Appendix A to this Proxy Statement, which describes in detail how ourits compensation policies and procedures operate and are designed to achieve ourits compensation objectives for ourits management director, and to attract and retain high-qualitynon-management directors. The form of shareholder resolution for this proposal is set forth under the heading “Shareholder Resolutions for the 20192021 Annual General Meeting” on page 56 ofin this Proxy Statement.

Is this vote binding on the Board?

As this vote is advisory, the result will not be legally binding upon the Board or the Compensation Committee, and payments made or promised to directors will not have to be repaid, reduced, or withheld in the event that the resolution is not passed. The Compensation Committee will review and consider the outcome of the vote in connection with the ongoing review of Gates’the Company’s management director andnon-management director compensation programs. If the advisory resolution on the Directors’ Remuneration Report is not passed, the Directors’ Remuneration Policy must be put up forre-approval at the Company’s next annual general meeting.


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PROPOSAL 5: APPROVALTABLE OF THE DIRECTORS’ REMUNERATION POLICY

The Board of Directors unanimously recommends that shareholders vote “FOR” approval of the Directors’ Remuneration Policy contained in Appendix A of this Proxy Statement.

What am I voting on?

The Board believes that appropriate remuneration of directors plays a vital part in helping to achieve the Company’s overall objectives, and, accordingly, and in compliance with the Companies Act, we are providing shareholders with the opportunity to vote on a resolution to approve our Directors’ Remuneration Policy.

The Directors’ Remuneration Policy sets out the Company’s forward-looking policy on directors’ remuneration and describes the components of the management andCONTENTS​


non-management directors’ remuneration. Once approved, all payments by the Company to its directors will be made in accordance with the policy, unless a payment has been separately approved by a shareholder resolution.

We encourage shareholders to read the Directors’ Remuneration Report, which includes the Directors’ Remuneration Policy, contained in Appendix A to this Proxy Statement. The Board and the Compensation Committee believe that the policies and procedures described in the Directors’ Remuneration Report are effective in achieving our compensation objectives for our management director and serve to attract and retain high-qualitynon-executive directors.

In accordance with the Companies Act, the Directors’ Remuneration Policy has been approved by and signed on behalf of the Board and, if approved by the shareholders at the AGM, will be delivered to the Registrar of Companies in the U.K. following the AGM.

The form of shareholder resolution for this proposal is set forth under the heading “Shareholder Resolutions for the 2019 Annual General Meeting” on page 56 of this Proxy Statement.

What happens if the Directors’ Remuneration Policy does not receive shareholder approval?

If shareholders do not approve the Directors’ Remuneration Policy, the Company will be required to incur additional expenses to comply with English law, as it will be required to hold additional shareholder meetings until the policy is approved. In addition, if the Directors’ Remuneration Policy is not approved, the Company may not be able to pay the expected compensation to its directors, including its Chief Executive Officer, which could materially affect the Company’s ability to retain its top executives and manage its business.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Disclosure of Fees Paid to Independent Registered Public Accounting Firm

The following table presents fees for professional services rendered by Deloitte & Touche LLP (“Deloitte”), our independent registered public accounting firm, forand its affiliates, all of which were pre-approved by the Audit Committee pursuant to the policy described below, related to the audit of ourthe Company’s consolidated financial statements and other services in 20182020 and 2017.

(dollars in millions)  Fiscal
2018		   Fiscal
2017		 

Audit Fees(1)

  $3.1   $2.8 

Audit-Related Fees(2)

  $1.5   $2.6 

Tax Fees(3)

  $0.4   $0.9 

All Other Fees(4)

  $—     $0.4 
  

 

 

   

 

 

 

Total

  $5.0   $6.7 
  

 

 

   

 

 

 

(1)

2019.
(dollars in millions)​​
Fiscal
2020
​​
Fiscal
2019
​
Audit Fees(1)
​​​$4.9​​​​$4.4​​
Audit-Related Fees(2)
​​​​0.1​​​​​0.3​​
Tax Fees(3)
​​​​0.2​​​​​0.3​​
All Other Fees(4)
​​​​—​​​​​0.1​​
Total​​​$5.2​​​​$5.1​​

​
(1)
Includes the audit and review of our financial statements and various statutory audits in several countries outside the United States.

(2)

IncludesIPO-related services, other attestation engagements unrelated to our financial statements and accounting consultations.

(3)

Includes tax compliance, tax planning and tax advice.

(4)

Includes financial due diligence related to acquisitions and potential acquisitions.

On December 15, 2017, in anticipation of becoming a public-traded company, the Company adopted an Audit Committee charter that requires the Audit Committee to preapprove the engagement terms and fees of Deloitte for all services. Before the adoption of this charter, the Audit Committee of Omaha Topco Limited (“Omaha Topco”), which was the financial reporting entity prior to the completion of the reorganization transactions completed prior to our initial public offering (“IPO”), delegated to management the authority topre-approve all services from our independent registered public accounting firm, requiring management to report back regularly to the Audit Committee on the terms and fees of such engagements. The fees incurred for 2017 in the table above were incurred prior to the adoption of the Company’s new Audit Committee charter. In 2018, all of Deloitte’s servicesfinancial statements and fees werepre-approved byvarious statutory audits in several countries outside the Audit Committee.

United States.

​
(2)
Includes other attestation engagements unrelated to the Company’s financial statements and accounting consultations.
​
(3)
Includes tax compliance, tax planning and tax advice.
​
(4)
Includes financial due diligence related to acquisitions and potential acquisitions.
​
Audit Committee’s Consideration of Independence of Independent Registered Public Accounting Firm

The Audit Committee has reviewed the nature ofnon-audit services provided by Deloitte & Touche LLP and its affiliates and has concluded that these services are compatible with maintaining the firm’s ability to serve as ourthe Company’s independent registered public accounting firm.

Policy on Audit CommitteePre-Approval of Audit andNon-Audit Services of Independent Auditors

The Audit Committee charter requires the Audit Committee topre-approve all audit andnon-audit services provided by ourthe Company’s independent registered public accounting firm. On an ongoing basis, ourthe Company’s management presents specific projects and categories of service to the Audit Committee to request advance approval. The Audit Committee reviews those requests and advises management if the Audit Committee approves the engagement of Deloitte.Deloitte & Touche LLP or its affiliates. On a periodic basis, ourthe Company’s management reports to the Audit Committee regarding specific engagements undertaken under thepre-approved services. The Audit Committee may also delegate the authority topre-approve audit and permittednon-audit services, excluding services related to the Company’s internal control over financial reporting, to a subcommittee of one or more committee members, provided that any suchpre-approvals are reported at a subsequent Audit Committee meeting.


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PROPOSAL 6:4: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors unanimously recommends that shareholders vote “FOR” the ratification of the appointment of Deloitte & Touche LLP as ourthe Company’s independent registered public accounting firm for the year ending December 28, 2019.

January 1, 2022.

What am I voting on?

The Audit Committee has appointed Deloitte & Touche LLP as ourthe Company’s independent registered public accounting firm for the year ending December 28, 2019.January 1, 2022. The Board has proposed that shareholders ratify this appointment at the AGM. If shareholders do not ratify the appointment of Deloitte & Touche LLP, the Audit Committee will reconsider the appointment, but is not obligated to appoint another independent registered public accounting firm.

Representatives of Deloitte & Touche LLP are expected to be present at the AGM, will have an opportunity to make a statement if they so desire, and will be available to respond to questions from shareholders.

The form of shareholder resolution for this proposal is set forth under the heading “Shareholder Resolutions for the 20192021 Annual General Meeting” on page 56 ofin this Proxy Statement.


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PROPOSAL 7:5: REAPPOINTMENT OF DELOITTE LLP AS THE COMPANY’S U.K. STATUTORY AUDITORYAUDITOR UNDER THE COMPANIES ACT

The Board of Directors unanimously recommends that shareholders vote “FOR” the reappointment of Deloitte LLP as ourthe Company’s U.K. statutory auditor under the Companies Act, to hold office from the conclusion of this meeting until the conclusion of the next annual general meeting at which accounts are laid before the Company.

What am I voting on?

Under the Companies Act, ourthe Company’s U.K. statutory auditor must be appointed at each general meeting at which the annual report and accounts are presented to shareholders. Deloitte LLP has served as ourthe Company’s statutory auditor since ourits registration as a public limited company in September 2017. If the shareholders do notre-appointed re-appoint Deloitte LLP, the Board may appoint an auditor to fill the vacancy.

The form of shareholder resolution for this proposal is set forth under the heading “Shareholder Resolutions for the 20192021 Annual General Meeting” on page 56 ofin this Proxy Statement.


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PROPOSAL 8:6: AUTHORIZING THE AUDIT COMMITTEE OF THE BOARD TO DETERMINE THE COMPANY’S U.K. STATUTORY AUDITOR’S REMUNERATION

The Board of Directors unanimously recommends that shareholders vote “FOR” the authorization of the Board to determine ourthe Company’s U.K. statutory auditor’s remuneration.

What am I voting on?

Under the Companies Act, the remuneration of ourthe Company’s U.K. statutory auditor must be fixed in a general meeting or in such manner as may be determined in a general meeting. We areThe Company is asking ourits shareholders to authorize ourits Board to determine Deloitte LLP’s remuneration as ourthe Company’s U.K. statutory auditor for the year ending December 28, 2019.January 1, 2022. It is proposed that the Board would delegate the authority to determine the remuneration of the U.K. statutory auditor to the Audit Committee in accordance with the Board’s procedures and applicable law.

The form of shareholder resolution for this proposal is set forth under the heading “Shareholder Resolutions for the 20192021 Annual General Meeting” on page 57 ofin this Proxy Statement.


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TABLE OF CONTENTSPROPOSALS 9, 10, 11​

RELATED-PERSON TRANSACTIONS POLICY AND 12: CREATION OF DISTRIBUTABLE RESERVES, BONUS ISSUE AND CAPITAL REDUCTION

PROCEDURES

The Company’s Board of Directors unanimously recommends that shareholders vote “FOR” each of: (i) the authorization of the Board to allot Deferred Shares, in accordance with section 551 of the Companies Act, up to an aggregate nominal amount equal to the amount standing to the credit of the Company’s merger reserve (proposal 9); (ii) conditional on resolution 9 being passed, the authorization of the Board to capitalize a sum not exceeding the amount standing to the credit of the Company’s merger reserve, and to apply such sum in paying up in full the Deferred Shares and to allot such number of Deferred Shares as shall have an aggregate nominal value equal to such amount (proposal 10); (iii) conditional on the allotment of the Deferred Shares pursuant to the authority conferred by resolution 9 above and by way of the capitalization provided for by resolution 10 above, the reduction of the share capital of the Company by the cancelling and extinguishing of all of such Deferred Shares (proposal 11); and (iv) the cancellation of the balance standing to the credit of the Company’s share premium account (proposal 12).

What am I voting on?

The Company is proposing to reorganize its balance sheet reserves so as to convert certainnon-distributable reserves to distributable reserves. Approval of this reorganization is sought by resolutions 9, 10, 11 and 12. Following the proposed reorganization of its balance sheet, increased distributable reserves will be available to the Company for, among other things, future dividend payments. Approval of resolutions 9, 10, 11 and 12 will not result in any change to the nominal value of the Company’s ordinary shares or issued share capital, will have no impact on the Company’s cash position or on its net assets, will not itself involve any distribution or repayment of capital or share premium by the Company and will not result in any changes to the Company’s existing dividend policy.

In order to utilize the merger reserve to create additional realized profits, it is necessary to capitalize it and thereafter cancel the Deferred Shares since High Court of Justice of England and Wales (the “Court”) only has the power to reduce share capital and other statutory reserves. To carry out the reorganization of its balance sheet reserves, it is proposed to capitalize the entire amount standing to the credit of the Company’s merger reserve by way of the issue of Deferred Shares (the “Bonus Issue”). Resolutions 9 and 10 seek approval to carry out the Bonus Issue. The amount of the Company’s merger reserve being capitalized shall be applied in paying up in full the Deferred Shares and allotting and issuing such Deferred Shares to one or more persons as the directors shall in their absolute discretion determine on or around the date immediately prior to the court hearing (the “Court Hearing”) (the “Capital Reduction Record Time”) to approve the subsequent reduction of capital proposed by resolution 11.

The Deferred Shares will not be admitted to trading on the New York Stock Exchange nor on any regulated market. No share certificates will be issued in respect of the Deferred Shares. The Deferred Shares will have extremely limited rights. In particular, the Deferred Shares will carry no rights to vote, no rights to participate in the profits of the Company and no rights to participate in the Company’s assets, save on awinding-up. The Deferred Shares will be transferable, but it is not expected that any market in them will develop and it is anticipated that the Court will confirm their cancellation at the Court Hearing on the day immediately after the date on which they have been issued.

Subject to the passing of resolutions 9 and 10, resolutions 11 and 12 are seeking shareholder approval to cancel (i) the Deferred Shares (the “Bonus Issue Capital Reduction”) and (ii) the entire amount standing to the credit of the Company’s share premium account (the “Share Premium Capital Reduction”) (together, the “Capital Reductions”).

Under the Companies Act, the amount credited to a company’s share premium account constitutes anon-distributable reserve. The Companies Act permits the Company to cancel its share premium account, in whole or in part, provided that the Company’s shareholders resolve to do so by special resolution and the cancellation is subsequently confirmed by the Court. On the hearing of the Company’s application, the Court will be concerned to ensure that the Company’s creditors are not prejudiced by the proposed Capital Reductions. The Directors intend to take such steps to satisfy the Court in this regard as they consider appropriate.

Subject to any direction given by the Court in confirming the proposed Capital Reductions and subject to the terms of any undertaking given by the Company in relation to the reserve which arises, the effect of the resolution, if approved by shareholders, will be to increase the Company’s distributable reserves by the amount being cancelled from the share premium account and the nominal value of the Deferred Shares.

The Directors reserve the right to elect not to proceed with the Capital Reductions if the Directors believe that the terms required to obtain confirmation by the Court are unsatisfactory to the Company or if, as a result of an unforeseen event, the Board considers that to continue with the Capital Reductions would be inappropriate or inadvisable or no longer in the best interests of the Company and its shareholders as a whole.

Subject to the approval of shareholders and the Court, the Bonus Issue and Capital Reductions are expected to be carried out before the end of December 2019.

The form of shareholder resolutions for proposals 9, 10, 11 and 12 are set forth under the heading “Shareholder Resolutions for the 2019 Annual General Meeting” on pages 57 to 58 of this Proxy Statement.

PROPOSAL 13: AMENDMENT TO THE ARTICLES OF ASSOCIATION OF THE COMPANY TO ALLOW FOR GENERAL MEETINGS TO BE HELD VIRTUALLY

The Board of Directors unanimously recommends that shareholders vote “FOR” an amendment to the Company’s Articles of Association to allow for general meetings to be held virtually.

What am I voting on?

The Board is proposing that the shareholders approve an amendment to the Company’s articles of association (as amended, the “Amended Articles”) to allow for general meetings to be held electronically as well as physically in accordance with the Companies (Shareholders’ Rights) Regulations 2009 and the Companies Act. It should be noted that, whilst these changes will allow for meetings to be held and conducted in such a way that persons who are not present together at the same place may attend, speak and vote at the meeting by electronic means, nothing in the Amended Articles will prevent the Company from holding physical general meetings.

A copy of the proposed Amended Articles is set forth in Appendix B, with deletions indicated by strikeouts and additions indicated by underlining.

The form of shareholder resolution for this proposal is set forth under the heading “Shareholder Resolutions for the 2019 Annual General Meeting” on page 58 of this Proxy Statement.

PROPOSAL 14: AUTHORIZING THE COMPANY AND ITS SUBSIDIARIES TO MAKE POLITICAL DONATIONS AND EXPENDITURES

The Board of Directors unanimously recommends that shareholders vote “FOR” authorization of the Company to make political donations and expenditures.

What am I voting on?

This resolution is customary for public limited companies incorporated under the laws of England and Wales. This authorization is required as a matter of English law and is not otherwise required for other companies listed on the NYSE or organized within the United States. Other companies listed on the NYSE or organized within the United States are not subject to any similar restrictions.

Under section 366 of the Companies Act, the Company is prohibited from making any donation to a political party, an independent election candidate or any other political organization or incurring any political expenditure unless the donation or expenditure is authorized by the shareholders in a general meeting. The Company maintains a policy prohibiting donations to political organizations or from incurring other political expenditures and our directors have no intention of changing that policy. However, as a result of the wide definition in the Companies Act of matters constituting political donations, normal expenditures (such as expenditures on organizations concerned with matters of public policy, law reform and representation of the business community) and business activities (such as communications with governmental organizations and political parties at the local, national and European level) could be construed as political expenditures or as donations to a political party or other political organization and fall within the restrictions of the Companies Act. As a result of this wide definition, the Company proposes to authorize de minimis amounts in the event of an inadvertent donation or expenditure that would require prior shareholder approval under the Companies Act.

It is proposed that the Company and all its subsidiaries be generally and unconditionally authorized for the purposes of sections 366 and 367 of the Companies Act, in accordance with section 366 of the Companies Act, to:

(1)

make political donations to political parties or independent election candidates not exceeding $150,000 in aggregate;

(2)

make political donations to political organizations other than political parties not exceeding $150,000 in aggregate; and

(3)

incur political expenditures not exceeding $150,000 in aggregate;

during the period beginning on the date of the passing of this resolution and expiring at the next annual general meeting of the Company, provided that the maximum amounts referred to in paragraphs (1), (2) and (3) above may comprise sums in different currencies which shall be converted at such rate as the directors of the Company may in their absolute discretion determine to be appropriate.

This proposal does not purport to authorize any particular donation or expenditure but is expressed in general terms as required by the Companies Act and is intended to authorize normal business activities which might not be thought to be donations to political organizations or political expenditure in the usual sense. If passed, this proposal would allow the Company or its subsidiaries to make donations to political parties or independent election candidates, to other political organizations or to incur political expenditure, in each case, of up to an aggregate limit of $150,000.

The form of shareholder resolution for this proposal is set forth under the heading “Shareholder Resolutions for the 2019 Annual General Meeting” on page 58 of this Proxy Statement.

For the purposes of this proposal, “political donation,” “political parties,” “independent election candidates,” “political organization” and “political expenditure” have the meanings given to them in sections 363 to 365 of the Companies Act.

When does this authorization expire?

If this proposal is approved, the Company or its subsidiaries may make donations or incur political expenditures up to the aggregate amounts identified above until the next annual general meeting of the Company.

What happens if this proposal does not receive the required shareholder approval?

If this proposal does not receive the required shareholder approval, the Company will continue to ensure that it and its subsidiaries do not inadvertently commit any breaches of the Companies Act pursuant to sections 366 and 367 thereof.

RELATED-PERSON TRANSACTIONS POLICIES AND PROCEDURES

Our Board has adopted a written Related-Person TransactionTransactions Policy. This policy requires that a “related person” (as​(as defined in paragraph (a) of Item 404 of RegulationS-K) must promptly disclose to our general counselthe Company’s Chief Legal Officer any “related person transaction” (defined​(defined as any transaction that it is anticipated that would be reportable by usthe Company under Item 404(a) of RegulationS-K, in which we werethe Company was, is or are towill be a participant, and the amount involvedof which exceeds $120,000, and in which any related person had or will have a direct or indirect material interest) and all material facts with respect thereto. Our general counselThe Company’s Chief Legal Officer will then promptly communicate that information to our Board of Directors.the Company’s Board. No related-person transaction will be executed without the approval or ratification of ourthe Company’s Board of Directors or a duly authorized committee of our Board of Directors.the Board. It is ourthe Company’s policy that directorsany director interested in a related-person transaction will recuse themselveshimself or herself from any vote on a related person transaction in which they havehe or she has an interest.

Shareholders Agreement

In connection with thepre-IPO reorganization transactions and the IPO, wethe Company entered into a shareholders agreement with our Sponsor.its Sponsor, Blackstone. The shareholders agreement requires usthe Company to nominate a number of individuals designated by ourits Sponsor for election as our directors at any meeting of our shareholders (each a “Sponsor Director”) such that, following the election of any directors and taking into account any director continuing to serve as such without the need forre-election, the number of Sponsor Directors serving as directors of our companythe Company will be equal to: (1)(i) if ourthe Company’s pre-IPO owners and their affiliates together continue to beneficially own at least 50% of ourthe Company’s ordinary shares entitled to vote generally in the election of directors as of the record date for such meeting, the lowest whole number that is greater than 50% of the total number of directors comprising our board of directors; (2)the Board; (ii) if ourthe Company’s pre-IPO owners and their affiliates together continue to beneficially own at least 40% (but less than 50%) of ourthe ordinary shares entitled to vote generally in the election of directors as of the record date for such meeting, the lowest whole number that is at least 40% of the total number of directors comprising our board of directors; (3)the Board; (iii) if ourthe Company’s pre-IPO owners and their affiliates together continue to beneficially own at least 30% (but less than 40%) of ourthe ordinary shares entitled to vote generally in the election of directors as of the record date for such meeting, the lowest whole number that is at least 30% of the total number of directors comprising our board of directors; (4)the Board; (iv) if ourthe Company’s pre-IPO owners and their affiliates together continue to beneficially own at least 20% (but less than 30%) of ourthe ordinary shares entitled to vote generally in the election of directors as of the record date for such meeting, the lowest whole number that is at least 20% of the total number of directors comprising our board of directors;the Board; and (5)(v) if ourthe Company’s pre-IPO owners and their affiliates together continue to beneficially own at least 5% (but less than 20%) of ourthe ordinary shares entitled to vote generally in the election of directors as of the record date for such meeting, the lowest whole number that is at least 10% of the total number of directors comprising our board of directors.the Board. In the case of a vacancy on ourthe Company’s board created by the removal or resignation of a Sponsor Director, the shareholders agreement requires usthe Company to nominate an individual designated by ourits Sponsor for election to fill the vacancy. The above-described provisions of the shareholders agreement will remain in effect until ourthe Sponsor is no longer entitled to nominate a Sponsor Director pursuant to the shareholders agreement, unless ourthe Sponsor requests that it terminate at an earlier date.

The shareholders agreement also provides that, to the fullest extent permitted by law, wethe Company renounce any interest or expectancy that we haveit has in, or right to be offered an opportunity to participate in, specified business opportunities that may be presented from time to time to ourthe Sponsor or to members of our boardthe Board of directorsDirectors who are not our employees.

Registration Rights Agreement

In connection with the IPO, wethe Company entered into a registration rights agreement to provide to ourits Sponsor an unlimited number of  “demand” registration rights. The registration rights agreement also provides ourthe Sponsor customary “piggyback” registration rights and provides that wethe Company will pay certain expenses relating to such registrations and indemnify ourits Sponsor against certain liabilities which may arise under the Securities Act.


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Monitoring Fee and Support and Services Agreements

In connection with the acquisition in July 2014 of the entire equity interest in Pinafore Holdings B.V. for $5.4 billion by investment funds managed by Blackstone (the “Acquisition”), Omaha Topco Limited (“Omaha Topco”) entered into a Transaction and Monitoring Fee Agreement (the “Former Transaction and Monitoring Fee Agreement”) with Blackstone Management Partners L.L.C. (“BMP”) and Blackstone Tactical Opportunities Advisors L.L.C., affiliates of the Sponsor (the “Managers”). Under the Former Transaction and Monitoring Fee Agreement, weOmaha Topco paid the Managers, at the closing of the Acquisition, $56.8 million as a transaction fee as consideration for the Managers undertaking due diligence investigations and financial and structural analysis, and providing corporate strategy and other advice, and providing negotiation assistance in connection with the Acquisition. In addition, Omaha Topco and certain of its direct and indirect subsidiaries (collectively the “Monitoring Service Recipients”) reimbursereimbursed the Managers for anyout-of-pocket expenses incurred by the Managers and their affiliates.

In addition, under the Former Transaction and Monitoring Fee Agreement, the Monitoring Service Recipients engaged the Managers to provide certain monitoring, advisory and consulting services in the following areas:

•

advice regarding financings and relationships with lenders and bankers;

​

•
advice regarding the selection, retention and supervision of independent auditors, outside legal counsel, investment bankers and other advisors or consultants;

​

•
advice regarding environmental, social and governance issues pertinent to our affairs;

issues;

​

•
advice regarding the strategic direction of ourthe Company’s business; and

​

•
such other advice directly related to or ancillary to the above advisory services as wethe Company may have reasonably request.

requested.

​
In consideration for these oversight services, the Monitoring Service Recipients paid the Managers a monitoring fee at the closing of the Acquisition and have paid, at the beginning of each subsequent fiscal year, a monitoring fee equal to 1% of a covenant EBITDA measure as defined in accordance with the agreements governing ourthe Company’s senior secured credit facilities. The Former Transaction and Monitoring Fee Agreement also contemplated that the Monitoring Service Recipients would pay to the Managers a milestone payment upon the consummation of an initial public offering.

In addition, the Monitoring Service Recipients agreed to reimburse the Managers for any related out-of-pocket expenses incurred by the Managers and their affiliates.

In connection with the IPO, weOmaha Topco and the Managers terminated the Former Transaction and Monitoring Fee Agreement and wethe Company entered into a new Monitoring Fee Agreement (the “New Monitoring Fee Agreement”) with the Managers that iswas substantially similar to the Former Transaction and Monitoring Fee Agreement, except that the New Monitoring Fee Agreement doesdid not require the payment of a milestone payment in connection with an initial public offering, and the monitoring fee payment obligations under the New Monitoring Fee Agreement will terminate upon the earlier to occurterminated as of (i)January 29, 2020, the second anniversary of the closing date of our IPO and (ii) the date our Sponsor beneficially owns less than 5% of our ordinary shares and such shares have a fair market value of less than $25 million. Following termination, the Managers will refund us any portion of the monitoring fee previously paid in respect of fiscal quarters that follow the termination date.initial public offering. During the year ended December 29, 2018, GatesJanuary 2, 2021, the Company incurred $8.0$1.9 million in respect of these oversight services andout-of-pocket expenses, of which there was no amount owing at December 29, 2018.

January 2, 2021.

In addition, in connection with the Acquisition, Omaha Topco entered into a Support and Services Agreement (the “Former Support and Services Agreement”) with BMP. Under the Former Support and Services Agreement, Omaha Topco and certain of its direct and indirect subsidiaries reimbursed BMP and its affiliates for expenses related to support services customarily provided by Blackstone’s portfolio operations group to Blackstone’s portfolio companies, as well as healthcare-related services provided by Blackstone’s Equity Healthcare group and Blackstone’s group purchasing program. In connection with the IPO, weOmaha Topco and BMP terminated the Former Support and Services Agreement and wethe Company entered into a new Support and Services Agreement with the Managers that is substantially similar to the Former Support and Services Agreement, except

that it terminates on the date ourthe Sponsor beneficially owns less than 5% of ourthe Company’s ordinary shares and such shares have a fair market value of less than $25 million, or such


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earlier date as may be chosen by Blackstone. Wethe Sponsor. During the year ended January 2, 2021, the Company did not incur or pay any amounts pursuant to these agreements during 2018.

Other Relationships

Blackstone Advisory Partners L.P., an affiliate of Blackstone, received underwriting fees of $3.2 million in connection with the IPO.

under this agreement.

Commercial Transactions with Sponsor Portfolio Companies

Our

The Company’s Sponsor and its affiliates have ownership interests in a broad range of companies. We haveThe Company has entered, and may in the future enter, into commercial transactions in the ordinary course of ourits business with some of these companies, including the sale of goods and services and the purchase of goods and services.

None of these transactions or arrangements was material to the Company in Fiscal 2020.

Indemnification Agreements

We are

The Company is party to indemnification agreements with ourits directors and executive officers to indemnify them to the maximum extent allowed under applicable law. These agreements indemnify these individuals against certain costs, charges, losses, liabilities, damages and expenses incurred by such director or officer in the execution or discharge of his or her duties or the exercise of his or her powers or otherwise in relation to or in connection with his or her duties, powers or office. These agreements do not indemnify ourthe directors against any liability attaching to such individuals in connection with any negligence, default, breach of duty or breach of trust, in relation to the company of which he or she is a director, which would be rendered void under the Companies Act.

There is currently no pending material litigation or proceeding involving any of ourthe Company’s directors, officers or employees for which indemnification is sought.


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AUDIT COMMITTEE REPORT

Pursuant to rules adopted by the SEC designed to improve disclosures related to the functioning of corporate audit committees and to enhance the reliability and credibility of financial statements of public companies, the Audit Committee of ourthe Board of Directors of the Company submits the following report:

Audit Committee Report to Shareholders

The Audit Committee of ourthe Board of Directors of the Company is comprised of threefour non-employee directors: Mr. Klebe, Mr. Ireland, Ms. Mains and Mrs. Mains.Ms. Zhang. The Board of Directors has determined that all of the members of the Audit Committee are independent within the meaning of the listing standards of the NYSE, the rules of the SEC and the Company’s Corporate Governance Guidelines, and are financially literate as defined by the NYSE, and are audit committee financial experts as defined by the SEC. The Audit Committee operates under a written charter adopted by the Board of Directors. Consistent with this charter, the Audit Committee assists the Board of Directors with its oversight responsibilities as they relate to:

•

the quality and integrity of the Company’s financial statements;

​

•
the effectiveness of the Company’s internal controls over financial reporting;

​

•
the Company’s compliance with legal and regulatory requirements;

​

•
the independent auditor’s qualifications, performance and independence; and

​

•
the performance of the Company’s independent auditor and internal auditors.

audit function.

​
The Audit Committee also has responsibility for preparing this report, which must be included in ourthe Company’s Proxy Statement, and appointing and retaining the Company’s independent auditor. In order to meet the responsibilities assigned to it under its charter, the Audit Committee performs a number of tasks, including the following:

•

Advance review of all audit and legally permittednon-audit services to be provided by ourthe Company’s independent auditor. This task includes sole approval authority for the fees and terms of the auditor’s engagement.

​

•
Review of the Company’s audited financial statements and quarterly financial statements. In connection with this task, the Audit Committee focuses on several factors, including the independent auditor’s judgment of the quality of the Company’s accounting principles, the results of management’s and the independent auditor’s procedures related to potential fraud, and major issues regarding judgments made in connection with the preparation of financial statements.

•

At least an annual evaluation of the independent auditor. The Audit Committee established a process for evaluating the independent auditor that includes obtaining an annual assessment from the Company’s management. That assessment includes several factors related to the independent auditor, including qualifications and expertise, past performance and appropriateness of fees. The Audit Committee also considers the communication and interactions with the independent auditor over the course of the year and the results of Public Company Accounting Oversight Board (United States) (“PCAOB”) inspections, and conducts a review of the independent auditor’s internal quality control procedures.

​

•
At least an annual evaluation of the independent auditor’s qualifications, performance and independence.

The Audit Committee established a process for evaluating the Company’s independent auditor that includes obtaining an annual assessment from the Company’s management. That assessment includes several factors related to the independent auditor, including qualifications and expertise, past performance and appropriateness of fees. The Audit Committee also considers the communications and interactions with the independent auditor over the course of the year and the results of any Public Company Accounting Oversight Board (United States) (“PCAOB”) inspections, and conducts a review of the independent auditor’s internal quality control procedures.

​

•
Periodic reviews of the Company’s earnings press releases and guidance provided to investors.

investors and rating agencies.

​

•
Periodic reviews of the adequacy and effectiveness of the Company’s accounting and internal control policies, procedures and procedures.

disclosures.

​

•
Periodic reviews of the Company’s programguidelines and policies for assessing and managing risks, including steps management has taken to monitor and control exposures to such risks.

​

Management is responsible for the Company’s internal controls and theits financial reporting process. The Company’s independent registered public accounting firm, Deloitte & Touche LLP, is responsible for performing an independent audit of the Company’s consolidated financial statementsstatement and the effectiveness of the Company’s internal control over financial reporting in accordance with the standards of the PCAOB,


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and expressing an opinion as to the conformity of the financial statements with generally accepted accounting principles.principles and the effectiveness of the Company’s internal control over financial reporting. The Audit Committee’s responsibility is to monitor and oversee these processes.

In the performance of its oversight function, the Audit Committee has discussedreviewed and reviewed,discussed, with both management and Deloitte & Touche LLP, the audited financial statements of the Company. The Audit Committee also discussed with Deloitte & Touche LLP all matters required to be discussed under applicable standards of the PCAOB.PCAOB and the SEC. In addition, the Audit Committee received the written disclosures and the letter required by applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and the Audit Committee discussed with Deloitte & Touche LLP the independent registered public accounting firm’s independence. In considering the independence of the independent registered public accounting firm, the Audit Committee took into consideration whether the provision ofnon-audit services is compatible with maintaining the independence of the independent registered public accounting firm.

Based upon the Audit Committee’s review and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in the Company’s Annual Report on Form10-K for the fiscal year ended December 29, 2018January 2, 2021 filed with the SEC.

Submitted by the Audit Committee of the Company’s

Board of Directors:

Terry Klebe, Chairman

Chair
James W. Ireland, III


Stephanie K. Mains


Molly P. Zhang


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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information as of April 1, 2019,15, 2021, with respect to the number of ordinary shares owned by (a) each director and nominee for director of the Company, (b) each named executive officer of the Company, (c) all directors and executive officers and nominees as a group and (d) each shareholder known by the Company to own beneficially more than five percent of a class of the outstanding common stock. Unless otherwise noted, each person and group identified possesses sole voting and investment power with respect to the shares shown opposite such person’s or group’s name, and the address of each beneficial ownersowner is 1144 Fifteenth Street, Denver, Colorado 80202.

  Ordinary Shares
Beneficially Owned		 

Name of Beneficial Owner

 Number  % 

5% or greater shareholders:

  

Blackstone(1)

  243,985,383   84.1% 

Directors and named executive officers:

  

David L. Calhoun(2)

  —     * 

James W. Ireland, III(3)

  —     * 

Julia C. Kahr(4)

  —     * 

Terry Klebe(3)(5)

  103,163   * 

Stephanie K. Mains(3)

  —     * 

John Plant(3)(6)

  112,452   * 

Neil P. Simpkins(7)

  —     * 

Grant Gawronski(8)

  85,955   * 

Ivo Jurek(9)

  1,042,107   * 

Walter T. Lifsey(10)

  201,211   * 

David H. Naemura(11)

  325,285   * 

Jamey S. Seely(12)

  42,930   * 

Directors and executive officers as a group (13 persons)(13)

  1,975,137   * 

*

Represents less than 1%.

(1)

Reflects 112,216,476 ordinary shares directly held by Blackstone Capital Partners (Cayman) VI L.P., 371,540 ordinary shares directly held by Blackstone Family Investment Partnership (Cayman) VI—ESC L.P., 108,509,467 ordinary shares directly held by Blackstone GTSCo-Invest L.P. and 22,887,900 ordinary shares directly held by BTO Omaha Holdings L.P. (together, the “Blackstone Funds”).

​​​
Ordinary Shares
Beneficially Owned
​
Name of Beneficial Owner​​Number​​%​
5% or greater shareholders:​​​​​​​​​​​​​
Blackstone(1)​​​​221,087,590​​​​​75.8%​​
Directors and named executive officers:​​​​​​​​​​​​​
James W. Ireland, III(2)
​​​​22,435​​​​​*​​
Ivo Jurek(3)
​​​​1,617,109​​​​​*​​
Julia C. Kahr(4)
​​​​—​​​​​*​​
Terry Klebe(2)(5)
​​​​133,681​​​​​*​​
Stephanie K. Mains(2)
​​​​16,119​​​​​*​​
Wilson S. Neely(2)
​​​​17,845​​​​​*​​
Neil P. Simpkins(6)
​​​​—​​​​​*​​
Alicia Tillman(2)
​​​​—​​​​​*​​
Molly P. Zhang(2)
​​​​—​​​​​*​​
Roger Gaston(7)
​​​​157,742​​​​​*​​
Grant Gawronski(8)
​​​​367,230​​​​​*​​
Walt Lifsey(9)
​​​​530,800​​​​​*​​
L. Brooks Mallard(10)
​​​​32,202​​​​​*​​
David H. Naemura​​​​—​​​​​*​​
David Wisniewski(11)
​​​​41,147​​​​​*​​
Directors and executive officers as a group (17 persons)(12)
​​​​3,113,281​​​​​*​​
​
*
Represents less than 1%.
​
(1)
Reflects 100,580,217 ordinary shares represented by depositary receipts directly held by Blackstone Capital Partners (Cayman) VI L.P.; 333,013 ordinary shares represented by depositary receipts directly held by Blackstone Family Investment Partnership (Cayman) VI  —  ESC L.P.; 97,257,607 ordinary shares represented by depositary receipts directly held by Blackstone GTS Co-Invest L.P.; 20,514,545 ordinary shares represented by depositary receipts directly held by BTO Omaha Holdings L.P.; and 2,402,208 ordinary shares directly held by Omaha Aggregator (Cayman) L.P. (together, the “Blackstone Funds”).
​
The general partner of each of Blackstone Capital Partners (Cayman) VI L.P., Blackstone GTS Co-Invest L.P. and Blackstone GTSCo-InvestOmaha Aggregator (Cayman) L.P. is Blackstone Management Associates (Cayman) VI L.P. The general partners of each of Blackstone Management Associates (Cayman) VI L.P. and Blackstone Family Investment Partnership (Cayman) VI—ESCVI-ESC L.P. are BCP VI GP L.L.C. and Blackstone LR Associates (Cayman) VI Ltd.

The general partner of BTO Omaha Holdings L.P. is BTO Omaha Manager L.L.C. The managing member of BTO Omaha Manager L.L.C. is Blackstone Tactical Opportunities Management Associates (Cayman) L.P. The general partners of Blackstone Tactical Opportunities Management Associates (Cayman) L.P. are BTO GP L.L.C. and Blackstone Tactical Opportunities LR Associates (Cayman) Ltd.


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Blackstone Holdings III L.P. is the sole member of each of BCP VI GP L.L.C. and BTO GP L.L.C., and the controlling shareholder of each of Blackstone LR Associates (Cayman) VI Ltd. and Blackstone Tactical Opportunities LR Associates (Cayman) Ltd. The general partner of Blackstone Holdings III L.P. is Blackstone Holdings III GP L.P. The general partner of Blackstone Holdings III GP L.P. is Blackstone Holdings III GP Management L.L.C. The sole member of Blackstone Holdings III GP Management L.L.C. is The Blackstone Group L.P.Inc. (f/k/a The general partnerBlackstone Group L.P.). The sole holder of the Class C common stock of The Blackstone Group L.P.Inc. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly-owned by Blackstone’s senior

managing directors and controlled by its founder, Stephen A. Schwarzman. Each of such Blackstone entities (other than each of the Blackstone Funds to the extent they directly hold securities reported herein) and Mr. Schwarzman may be deemed to beneficially own the shares beneficially owned by the Blackstone Funds directly or indirectly controlled by it or him, but each disclaims beneficial ownership of such shares. The address of Mr. Schwarzman and each of the other entities listed in this footnote is c/o The Blackstone Group L.P.Inc., 345 Park Avenue, New York, New York 10154.

(2)

Mr. Calhoun is a Senior Managing Director of The Blackstone Group. Mr. Calhoun disclaims beneficial ownership of any ordinary shares owned directly or indirectly by the Blackstone Funds.

(3)

Does not include unvested RSUs held by ournon-employee directors in connection with their service as directors.

(4)

Ms. Kahr is a Senior Managing Director of The Blackstone Group. Ms. Kahr disclaims beneficial ownership of any ordinary shares owned directly or indirectly by the Blackstone Funds.

(5)

Includes (i) 45,775 ordinary shares issuable upon exercise of options that are currently exercisable or exercisable within 60 days and (ii) 57,388 ordinary shares owned by Mr. Klebe. Does not include 5,474 deferred restricted stock units that are vested or will vest within 60 days that will convert to ordinary shares and generally be delivered to Mr. Klebe on the first day of the 7th month following his termination as a director.

(6)

Includes (i) 61,034 ordinary shares issuable upon exercise of options that are currently exercisable or exercisable within 60 days and (ii) 51,418 ordinary shares owned by Mr. Plant.

(7)

Mr. Simpkins is a Senior Managing Director of The Blackstone Group. Mr. Simpkins disclaims beneficial ownership of any ordinary shares owned directly or indirectly by the Blackstone Funds.

(8)

Includes (i) 55,000 ordinary shares issuable upon exercise of options that are currently exercisable or exercisable within 60 days and (ii) 30,955 ordinary shares owned by Mr. Gawronski.

(9)

Includes (i) 867,989 ordinary shares issuable upon exercise of options that are currently exercisable or exercisable within 60 days and (ii) 174,118 ordinary shares owned by Mr. Jurek.

(10)

Includes 201,211 ordinary shares issuable upon exercise of options that are currently exercisable or exercisable within 60 days.

(11)

Includes (i) 297,542 ordinary shares issuable upon exercise of options that are currently exercisable or exercisable within 60 days and (ii) 27,743 ordinary shares owned by Mr. Naemura.

(12)

Includes (i) 40,980 ordinary shares issuable upon exercise of options that are currently exercisable or exercisable within 60 days and (ii) 1,950 ordinary shares owned by Ms. Seely.

(13)

(2)
Does not include unvested time-based RSUs held by non-employee directors in connection with their service as directors.
​
(3)
Includes (i) 1,374,186 ordinary shares issuable upon exercise of options that are currently exercisable or exercisable within 60 days, and (ii) 242,923 ordinary shares owned by Mr. Jurek.
​
(4)
Ms. Kahr is a Senior Managing Director of The Blackstone Group. Ms. Kahr disclaims beneficial ownership of any ordinary shares owned directly or indirectly by the Blackstone Funds.
​
(5)
Includes (i) 76,293 ordinary shares issuable upon exercise of options that are currently exercisable or exercisable within 60 days, and (ii) 57,388 ordinary shares owned by Mr. Klebe. Does not include 21,469 restricted stock units that are vested but deferred pursuant to the Supplemental Retirement Plan.
​
(6)
Mr. Simpkins is a Senior Managing Director of The Blackstone Group. Mr. Simpkins disclaims beneficial ownership of any ordinary shares owned directly or indirectly by the Blackstone Funds.
​
(7)
Includes (i) 134,403 ordinary shares issuable upon exercise of options that are currently exercisable or exercisable within 60 days, and (ii) 23,339 ordinary shares owned by Mr. Gaston.
​
(8)
Includes (i) 259,536 ordinary shares issuable upon exercise of options that are currently exercisable or exercisable within 60 days, and (ii) 107,694 ordinary shares owned by Mr. Gawronski.
​
(9)
Includes (i) 430,124 ordinary shares issuable upon exercise of options that are currently exercisable or exercisable within 60 days, and (ii) 100,676 ordinary shares owned by Mr. Lifsey.
​
(10)
Includes (i) 25,431 ordinary shares issuable upon exercise of options that are currently exercisable or exercisable within 60 days, and (ii) 6,771 ordinary shares owned by Mr. Mallard.
​
(11)
Includes (i) 32,739 ordinary shares issuable upon exercise of options that are currently exercisable or exercisable within 60 days, and (ii) 8,048 ordinary shares owned by Mr. Wisniewski.
​
(12)
Shares shown as beneficially owned by directors and executive officers as a group: (i) reflect 1,617,694 ordinary shares issuable upon exercise of options that are currently exercisable or exercisable within 60 days; 357,433 ordinary shares and (ii) does not include 5,474 deferred restricted stock units that are vested or will vest within 60 days that are described in footnote 5 above.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires our directors and executive officers and certain persons who own more than ten percent of ouras a group reflect: (i) 2,486,178 ordinary shares to file with the SEC initial reportsissuable upon exercise of ownershipoptions that are currently exercisable or exercisable within 60 days, and reports of changes in ownership of our(ii) and 627,103 ordinary shares and other equity securities. Directors, executive officers and thesegreater-than-ten-percent shareholdersowned. Does not include 21,469 restricted stock units that are required by SEC regulationsvested but deferred pursuant to furnish us with copies of all Section 16(a) forms they file.

To our knowledge, based solely on a review of the copies of these reports furnished to us and written representations that no other reports were required, we believe that all reports required by Section 16(a) of the Exchange Act applicable to our directors, executive officers andSupplemental Retirement Plan.

​
greater-than-ten-percent beneficial owners were complied with on a timely basis during and for the year ended December 29, 2018.

SHAREHOLDER PROPOSALS

Shareholders wishing to include proposals in the proxy materials in relation to ourthe Company’s AGM to be held on or about May 14, 2020,in 2022 must submit the same in writing, by mail, first-class postagepre-paid, to Gates Industrial Corporation plc, 1144 Fifteenth Street, Denver, CO 80202, Attention: General Counsel,Chief Legal Officer, which must be received at ourthe Company’s executive office on or before December 12, 2019.28, 2021. Such proposals must also meet the other requirements and procedures prescribed by Rule14a-8 under the Exchange Act relating to shareholders’ proposals.

Shareholders who intend to present a proposal at the 20202022 annual general meeting, without including such proposal in ourthe Company’s proxy statement, must provide our General Counselthe Company’s Chief Legal Officer with written notice of such proposal on or before February 25, 2020,March 13, 2022, in accordance with Rule14a-4(c). If the shareholder does not comply with the requirements of such rule are not followed, weRule 14a-4(c), the Company may exercise discretionary

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voting authority under proxies we solicitit solicits to vote in accordance with ourits best judgment on any such shareholders proposal or nomination.

ANNUAL REPORT AND OTHER MATTERS

Upon written request addressed to ourthe Corporate Secretary at 1144 Fifteenth Street, Denver, CO 80202 from any person solicited herein, wethe Company will provide, at no cost, a copy of our 2018its 2020 Annual Report filed with the SEC.

Our

The Company’s Board of Directors does not know of any matter to be brought before the AGM other than the matters set forth in the Notice of Annual General Meeting of Shareholders and matters incident to the conduct of the AGM. If any other matter should properly come before the AGM, the persons named in the enclosed proxy card will have discretionary authority to vote all proxies with respect thereto in accordance with their best judgment.

By Order of the Board of Directors,

LOGO

Jamey Seely

[MISSING IMAGE: sg_ivojurek-k.jpg]
Ivo Jurek
Chief Executive Vice President, General Counsel and

Corporate Secretary

Officer

April 10, 2019

27, 2021


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SHAREHOLDER RESOLUTIONS FOR THE 20192021 ANNUAL GENERAL MEETING

Proposal 1—1 —  Election of Directors

RESOLVED THAT, the following individuals be and hereby are elected orre-elected, as applicable, by way of separate ordinary resolution, to serve as directors until the election and qualification of his or her respective successor or until his or her earlier removal or resignation pursuant to the Articles of Association:

David L. Calhoun

James W. Ireland, III


Ivo Jurek


Julia C. Kahr


Terry Klebe


Stephanie K. Mains

John Plant


Wilson S. Neely
Neil P. Simpkins


Alicia Tillman
Molly P. Zhang

Proposal 2—2 —  Advisory Vote to Approve Named Executive Officer Compensation

RESOLVED THAT, the shareholders approve, on an advisory basis, the compensation of the Company’s named executive officers as described in the proxy statement for the annual general meeting of the Company held on May 23, 2019June 17, 2021 under “Compensation Discussion and Analysis” and “Executive Compensation,” as disclosed pursuant to Item 402 of RegulationS-K, including the Compensation Discussion and Analysis, compensation tables and narrative disclosure.

Proposal 3—Advisory Vote on Frequency of Future Advisory Votes to Approve Named Executive Officer Compensation

RESOLVED THAT, the shareholders approve, on an advisory basis, that shareholder advisory votes on the compensation of the Company’s named executive officers be held every year.

Proposal 4—3 —  Advisory Vote on Directors’ Remuneration Report

RESOLVED THAT, the shareholders approve, on an advisory basis, the Directors’ Remuneration Report, (excluding the Directors’ Remuneration Policy), which is included in the Company’s annual report and accounts, in accordance with the requirements of the Companies Act.

Proposal 5—Ordinary Resolution to Approve the Directors’ Remuneration Policy

RESOLVED THAT, the Directors’ Remuneration Policy included in the Company’s Directors’ Remuneration Report, which is included in the Company’s annual report and accounts, be and is hereby approved in accordance with the requirements of the Companies Act.

Proposal 6—4 —  Ordinary Resolution Ratifying the Appointment of Independent Registered Public Accounting Firm

RESOLVED THAT, the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 28, 2019January 1, 2022 is ratified and approved.

Proposal 7—5 —  Ordinary ResolutionRe-Appointing Deloitte LLP as the Company’s U.K. Statutory Auditor

RESOLVED THAT, there-appointment of Deloitte LLP as the Company’s U.K. statutory auditor under the Companies Act, to hold office from the conclusion of the 20192021 AGM until the next annual general meeting at which accounts are laid before the Company, be and is hereby approved.

Proposal 8—6 —  Ordinary Resolution to Authorize the Audit Committee of the Board of Directors to Determine the Company’s U.K. Statutory Auditor’s Remuneration

RESOLVED THAT, the Audit Committee of the Board of Directors be and is hereby authorized to set Deloitte LLP’s remuneration as statutory auditor.

Proposal 9—Ordinary Resolution to Authorize the Board of Directors to Allot Deferred Shares

RESOLVED THAT, in addition to the other authorities conferred by these resolutions and in accordance with section 551 of the Companies Act, the directors be generally and unconditionally authorized to exercise all the powers of the Company to allot deferred shares of $1 each in the capital of the Company (“Deferred Shares”) having the rights and subject to the restrictions set out below up to an aggregate nominal amount equal to the amount standing to the credit of the Company’s merger reserve to one or more persons as the directors shall in their absolute discretion determine upon terms that they are paid up in full by such capitalization.

Unless previously renewed, revoked or varied, the power conferred by this resolution shall expire at the end of the next annual general meeting of the Company (or, if earlier, at the close of business on July 31, 2020), save that the Company may, before such expiry make offers or enter into agreements which would or might require Deferred Shares to be allotted after such expiry and the directors may allot Deferred Shares in pursuance of any such offer or agreement notwithstanding that the power conferred by this resolution has expired.

The Deferred Shares will be issued with and subject to the following rights and restrictions:

a)

no entitlement to vote unless a resolution for the winding up of the Company or amendment of the rights attaching to the shares is proposed;

b)

no right as respects dividends to participate in a distribution;

c)

on a return of capital on a liquidation or otherwise, after the distribution of the first $10,000,000,000 of the assets of the Company, the right to receive an amount equal to the nominal value;

d)

no redemption rights either at the option of the Company or shareholders;

e)

a reduction by the Company of the capital paid up or credited as paid up on the Deferred Shares and the cancellation of such shares will be treated as being in accordance with the rights attaching to the Deferred Shares and will not involve a variation of such rights for any purpose. The Company will be authorized at any time without obtaining the consent of the holders of Deferred Shares to reduce its capital (in accordance with the Companies Act); and

f)

the Company shall have irrevocable authority at any time after the creation or issue of the Deferred Shares to appoint any person to execute on behalf of the holders of such shares a transfer thereof and/or an agreement to transfer the same without making any payment to the holders thereof to such person or persons as the Company may determine and, in accordance with the provisions of the Companies Act, to purchase or cancel such shares without making any payment to or obtaining the sanction of the holders thereof and pending such a transfer and/or purchase and/or cancellation to retain the certificates, if any, in respect thereof, provided also that the Company may in accordance with the provisions of the Companies Act purchase all but not some only of the Deferred Shares then in issue at a price not exceeding $1 for all the Deferred Shares.

Proposal 10—Ordinary Resolution to Authorize the Board of Directors to Capitalize the Merger Reserve of the Company

RESOLVED THAT, subject to the passing of resolution 9, the directors be generally and unconditionally authorized to capitalize a sum not exceeding the amount standing to the credit of the Company’s merger reserve, to set aside such sum for the person(s) to whom the directors determine shall be allotted Deferred Shares

U.K. statutory auditor.

pursuant to resolution 9 and not for the “entitled members” (as defined in the Company’s existing articles of association), and to apply such sum in paying up in full the Deferred Shares and to allot such number of Deferred Shares as shall have an aggregate nominal value equal to such amount.

Unless previously renewed, revoked or varied, the power conferred by this resolution shall expire at the end of the next annual general meeting of the Company (or, if earlier, at the close of business on July 31, 2020), save that the Company may, before such expiry, make offers or enter into agreements which would or might require the merger reserve to be capitalized after such expiry and the directors may capitalize the merger reserve in pursuance of any such offer or agreement notwithstanding that the power conferred by this resolution has expired.

Proposal 11— Special Resolution to Reduce the Share Capital of the Company

RESOLVED THAT, subject to the allotment and issue of the Deferred Shares pursuant to the authority conferred by resolution 9 and by way of the capitalisation provided for by resolution 10, the reduction of the share capital of the Company by cancelling and extinguishing all of such Deferred Shares be and is hereby approved.

Proposal 12—Special Resolution to Cancel the Share Premium Account of the Company

RESOLVED THAT, for the purpose of creating distributable reserves, the cancellation of the balance standing to the credit of the Company’s share premium account be and is hereby approved.

Proposal 13—Special Resolution to Amend the Articles of Association of the Company to Allow for General Meetings to be Held Virtually

RESOLVED THAT, with effect from the end of the AGM, the articles of association produced to the meeting and signed by the Chairperson for the purpose of identification, are adopted as the articles of association of the Company in substitution for, and to the exclusion of the Company’s existing articles of association.

Proposal 14—Ordinary Resolution to Authorize the Company and its Subsidiaries to Make Political Donations and Expenditures

RESOLVED THAT, the Company and all of its subsidiaries be, and each hereby is, generally and unconditionally authorized for the purposes of sections 366 and 367 of the Act, in accordance with section 366 of the Act, to:

a)

make political donations to political parties or independent election candidates not exceeding $150,000 in aggregate;

b)

make political donations to political organizations other than political parties not exceeding $150,000 in aggregate; and

c)

incur political expenditures not exceeding $150,000 in aggregate

during the period beginning on the date of the passing of this resolution and expiring at the next annual general meeting of the Company, provided that the maximum amounts referred to in paragraphs (a), (b) and (c) above may comprise sums in different currencies which shall be converted at such rate as the directors of the Company may in their absolute discretion determine to be appropriate.


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Appendix A

Gates Industrial Corporation plc

(the “Company” or “Gates” or “us”)

DIRECTORS’ REMUNERATION REPORT

This report sets out the relevant disclosures in relation to the remuneration of the directors of the Company (the “Directors”) for the financial period beginning September 25, 2017 and ended December 29, 2018, and references in this report to “financial period 2018” shall refer to such financial period. References in this report to “financial year 2018” shall refer to the financial year ended December 29, 2018.

ANNUAL STATEMENT OF THE CHAIRMANCHAIR OF THE COMPENSATION COMMITTEE

Dear Shareholders:

I am pleased to present ourthe Company’s remuneration report for the financial period 2018.year ended January 2, 2021. Shareholders are invited to approve this Director’s Remuneration Report at the annual general meeting of shareholders, to be held on June 17, 2021 (the “AGM”).
In January 2018, the Company successfully completed an initial public offering (the “IPO”) on the New York Stock Exchange (“NYSE”). As a NYSE listed company, the Company prepared its proxy statement for the AGM in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”). In this proxy statement on Schedule 14A, which was filed with the SEC on April 27, 2021, you will find the Company’s compensation discussion and analysis (“CD&A”) setting forth its overall philosophy regarding compensation of its executive officers, which should be read in conjunction with this Directors’ Remuneration Report. In addition to the rules and regulations of the SEC, as a U.K. public limited company, the Company is also subject to the Companies Act and the regulations promulgated thereunder. Accordingly, the Company has produced this Directors’ Remuneration Report to be approved by its shareholders at the AGM through a non-binding, advisory vote. This remuneration report is divided intoconsists of three sections:

A.

this statement;

B.

the Directors’ remuneration policy setting out our policy on Directors’ compensation, to be (i) this statement, (ii) the annual report on remuneration, and (iii) the directors’ remuneration policy, which is incorporated by reference and is unchanged from that approved by a binding vote of our shareholders on May 23, 2019.

The Company’s business and affairs are managed under the direction of its Board of Directors (the “Board”), which currently consists of nine directors, including Mr. Jurek (its Chief Executive Officer and sole “Executive Director”). The Company’s non-employee directors, including its Chair, are referred to as “Non-Executive Directors.” The Company is party to a shareholders agreement with certain affiliates of The Blackstone Group Inc. (its “Sponsor”). This agreement grants the Sponsor the right to designate nominees to the Company’s Board subject to the maintenance of certain ownership requirements in the Company. During financial year 2020, the Sponsor had three director appointees (Ms. Kahr, Mr. Simpkins and, prior to his resignation effective January 9, 2020, Mr. Calhoun) on the Board, who are/were Non-Executive Directors and to whom are referred to as the “Sponsor-affiliated Directors.”
At the Company’s first annual general meeting held on May 23, 2019, its shareholders approved the Directors’ Remuneration Policy, which applies to the material elements of the compensation package for its executive officers, including its Executive Director, and its Non-Executive Directors. The Sponsor-affiliated Directors receive no compensation for serving on the Board. The Directors’ Remuneration Policy will be in effect until a new policy is submitted for approval at the annual general meeting (the “AGM”) for a three year period (the “Directors’Remuneration Policy”); and

C.

the annual report on remuneration which sets out Director compensation and details the link between Company performance and compensation for the period specified therein. The annual report on remuneration, together with this statement, is subject to an advisory vote at the AGM.

We continue to be held in 2022, unless an earlier amendment by shareholders is required. To simplify this Directors’ Remuneration Report, the Company has elected not to repeat its Directors’ Remuneration Policy in this Report, which is available in Appendix A to the Company’s 2019 proxy statement on Schedule 14A filed with the SEC on April 10, 2019 and available at www.sec.gov and on its website at http://investors.gates.com.

The Company is a leading manufacturer of application-specific fluid power and power transmission solutions. We areGates is driven to push the boundaries of materials science to engineer products that continually exceed expectations. To achieve ourits objectives, wethe Company must be the destination of choice for the best talent. OurThe Company’s philosophy is to offer a remuneration program that will enable usit to attract, motivate, reward and retain high-caliber executives who are capable of creating and sustaining value for ourits customers and shareholders and achieving the Company’s business goals over the long term. In addition, ourthe Company’s remuneration program is designed to provide a fair and competitive compensation opportunity

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that appropriately rewards executives for their contributions to ourits success. WeThe Company also believebelieves that a significant portion of each executive’s compensation should be “at risk” and tied to overall Company and individual performance.

The material elements of our compensation package for our executive officers, including Mr. Jurek (our “Chief Executive Officer” and our sole “Executive Director”) include base salary, an annual, short-term incentive plan that is tied, in part, to company financial performance, long-term incentive opportunities, broad-based employee benefits, limited perquisites and severance coverage. Our board of directors (the “Board”) have has a compensation committee whichthat oversees risks relating to the Company’s compensation policies and practices (“(the “Compensation Committee”). The Compensation Committee provides assistance to the Board for oversight of the compensation packages of ourdirectors and executive officers.officers, including the Company’s Executive Director. The Compensation Committee is currently comprised of Neil P. Simpkins (Chairman),Ms. Julia Kahr (Chair), Mr. Terry Klebe and David Calhoun.Mr. Neil Simpkins. The BoardCompensation Committee annually reviews ourthe performance and compensation for the directors and executive officers’, including our Chief Executive Officer’s, performance, base salary, annual incentive target opportunityofficers and, outstanding long-term incentive awardswith input and guidance from an independent compensation consultant, approves or recommends to the full Board any changes to their compensation packages in light of such review. Our Chief
The material elements of compensation for the Company’s Non-Executive directors who are not Sponsor-affiliated Directors are an annual cash retainer and an annual grant of time-based vesting restricted stock units. The material elements of compensation for the Company’s executive officers are base salary, an annual bonus opportunity and a long-term incentive opportunity, skewed towards variable “at risk” compensation. The Company’s Executive OfficerDirector does not participate in deliberations regarding his own compensation. The executive compensation program is designed to recognize an executive’s scope of responsibilities, leadership ability and effectiveness in achieving key performance goals and objectives. As detailedan executive’s level of responsibility within Gates increases, so does the percentage of total compensation that is linked to performance in the“Notes to form of variable compensation. The Company also provides its executives with various retirement and benefit programs and modest, business-related benefits.
Below is the future policy table”section ofCompany’s annual report on remuneration for the financial year ended January 2, 2021 (“financial year 2020”), which sets out the compensation for its directors, including its Executive Director, and details the link between Company performance and compensation for the period. You will see this aligns with the Company’s previously approved Directors’ Remuneration Policy and supports its pay-for-performance philosophy. During financial year 2020, the Board of Directors made three noteworthy compensation award decisions.
First, despite the tremendous amount of hard work that took place to continue the Company’s business operations, satisfy its customer demands and provide safe work environments for its employees, the Company’s financial results, consistent with the global economy, were significantly impacted by the Covid-19 pandemic. The Gates Financial Performance Factors of Adjusted EBITDA, Free Cash Flow and Revenue were all below threshold for the ChiefAnnual Plan. As a result, in February 2021, the Compensation Committee determined that the Company had a 0% level of attainment of the Gates Financial Performance Factor at a company-wide level. Accordingly, the Compensation Committee determined there would be no funding of the Annual Plan for its Executive Officer was increasedDirector and all other employees who were eligible to participate in the Annual Plan.
Second, on rare occasions, the Compensation Committee may provide discretionary cash awards to the Company’s employees. In February 2021, the Compensation Committee, in consultation with its independent compensation consultant, approved special, one-time discretionary cash awards (the “2020 Special Awards”) to be paid to approximately 1,600 eligible employees, including the Company’s Executive Director, as recognition for the contributions, impact and leadership provided to the Company in managing its business through the Covid-19 pandemic during Fiscal 2020. The Company reacted quickly to the pandemic by first prioritizing the health and safety of its employees and the communities in which the Company operates around the world, and then by developing tactical operational and commercial plans to both manage the impact of the pandemic and protect the Company’s competitive position in preparation for market recovery. In approving the 2020 Special Awards, the Compensation Committee considered the leadership initiatives and accomplishments described in the annual report on remuneration below, as well as the Company’s financial performance, including as compared to its premium diversified industrials peers, in the second half of financial year 2020, as the market recovery began. These considerations are also described further below. The Compensation Committee believes the actions taken by the Company, led by its Executive Director, to mitigate the impacts of the pandemic ensured the sustainability of its business, products and services, and positioned Gates to increase long-term shareholder value.

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Third, in February 2020, the Compensation Committee recommended, and the Board approved, a change to the Executive Director’s long-term incentive equity mix for awards granted pursuant to the Company’s 2018 Omnibus Incentive Plan. Beginning in order2020, the Executive Director’s equity grants are and will be comprised of 50% PRSUs (increased from 34%), 25% RSUs (decreased from 33%), and 25% Options (decreased from 33%). The Compensation Committee recommended this change, which increases the performance related percentage of the total award, to rewardfurther align with the Company’s pay-for-performance philosophy and governance best practices, believing it is in the best interests of the Company.
Thank you for your continued interest in Gates.
Julia C. Kahr
Chair of the Compensation Committee

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THE DIRECTORS’ REMUNERATION REPORT
For the financial year ended January 2, 2021 (“financial year 2020”)
In accordance with the U.K. Large and Medium-sized Companies & Groups (Accounts & Reports) (Amendment) Regulations 2013 (the “Regulations”), this Directors’ Remuneration Report includes disclosure of certain amounts paid to directors for “qualifying services.” This disclosure is presented for (i) financial year 2020, and (ii) for financial year ended December 28, 2019 (“financial year 2019”).
The following directors served during financial year 2020:
Executive Director
•
Mr. Ivo Jurek
​
Non-Executive Directors
•
Mr. James Ireland
​
•
Mr. Terry Klebe
​
•
Ms. Stephanie Mains
​
•
Mr. Wilson Neely (appointed effective April 1, 2020)
​
•
Ms. Molly Zhang (appointed effective July 1, 2020)
​
Non-Executive Directors; Sponsor-affiliated Directors
•
Mr. David Calhoun (resigned effective January 9, 2020)
​
•
Ms. Julia Kahr
​
•
Mr. Neil Simpkins
​
The Board appointed Ms. Alicia Tillman to serve as a Non-Executive Director effective April 27, 2021 until the AGM, at which time the shareholders will vote on her election for a one-year term expiring at our 2022 annual general meeting of shareholders.
Remuneration for each director
Single Figure Total Remuneration Table for the Executive Director
This table reflects compensation earned by the Company’s Executive Director during financial year 2020 and financial year 2019, which includes base salary, annual cash bonus, long-term equity incentives and certain employee benefits.
Name​​Year​​
Salary
($)(1)
​​
All
Other
Benefits
($)(2)
​​
Change
in Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
​​
Total
Fixed ($)
​​
Stock
Awards
($)(3)
​​
Option
Awards
($)(4)
​​
Annual
Bonus
($)(5)
​​
Total
Variable ($)
​​Total ($)​
Executive Director​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
Ivo Jurek​​​​2020​​​​$1,025,633​​​​$84,867​​​​​—​​​​$1,110,500​​​​$378,907​​​​​—​​​​$1,545,000​​​​$1,923,907​​​​$3,034,407​​
​​​​​2019​​​​$989,635​​​​$164,509​​​​​—​​​​$1,154,144​​​​​—​​​​​—​​​​​—​​​​​—​​​​$1,154,144​​
​
(1)
The amounts reported in the “Salary” column consist of base salary earned during each financial year.
​
(2)
The amounts reported in the “All Other Benefits” column reflect the sum of: (1) the amounts contributed by Gates to the Gates MatchMaker 401(k) Plan and the Supplemental Retirement Plan*; and (2) the cost of all other executive benefits, as shown in the table below these footnotes.
​

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(3)
During the year, 30,072 time-based restricted stock units awarded in 2019 vested. The market value of the shares awarded at vesting was $378,907. Additionally, 84,040 time-based stock options awarded in 2019 vested. The share price at the date of vesting was below the exercise price payable by the director.
​
(4)
Certain options held by the Executive Director, as set out in the “Outstanding Equity Awards at January 2, 2021” section below, vested during financial year 2020 but were awarded in his capacity as a director of a former parent of the group, Omaha Topco Limited, and are therefore not included in this table. The amount reported in 2020 for stock awards represents the portion of restricted stock units granted in 2019 that vested in 2020.
​
(5)
The amount reported in the “Annual Bonus” column reflects Mr. Jurek’s 2020 Special Award.
​
The Gates Supplemental Retirement Plan is a funded, nonqualified plan administered by the Company that provides its executives, including its Executive and Non-Executive Directors, with the ability to contribute portions of their compensation towards retirement on a tax-deferred basis. The Company makes a retirement contribution of 6% of eligible compensation on behalf of eligible employee participants, including its Executive Director, for eligible compensation that exceeds Section 401(a)(17) of Internal Revenue Code of 1986, as amended from time to time. The Company does not make contributions to this Plan for Non-Executive Directors participants.
Executive Director​​​​​​​​
Company
Contributions
to Gates
MatchMaker
401(k)(a)
​​
Company
Contributions
to Gates
Executive
Supplemental
Retirement
Benefit Plan(b)
​​
Other
Benefits(c)
​​Total​
I. Jurek​​​​2020​​​​$17,100​​​​$46,738​​​​$21,029​​​​$84,867​​
​​​​​2019​​​​$16,800​​​​$125,927​​​​$21,782​​​​$164,509​​
​
(a)
Company Contributions to Gates MatchMaker 401(k) Plan.   Gates makes matching contributions of 100% on up to 3% of eligible earnings deferred by all eligible participants, including the Executive Director, in accordance with the Gates MatchMaker 401(k) Plan. Gates also makes a non-elective contribution to all eligible participants, including the Executive Director, in an amount equal to 3% of eligible earnings, subject to Code limitations.
​
(b)
Company Contributions to the Supplemental Retirement Plan.   Gates makes a Retirement Contribution of 6% of eligible compensation on behalf of all eligible participants, including the Executive Director, under the Supplemental Retirement Plan for eligible compensation that exceeds Section 401(a)(17) of the Code.
​
(c)
Other Benefits.   Represents the aggregate incremental costs of certain additional limited benefits made available to executives, including the Executive Director, which are a parking subsidy, tax preparation services and an executive physical. The amount reported also includes the full value of the premiums paid by Gates with respect to the enhanced life, AD&D and long-term disability insurance benefits provided to the Executive Director.
​
2020 Grants of Plan-Based Awards
Executive Director
2020 Long-Term Incentive. In February 2020, the Board approved an annual long-term incentive award (the “2020 LTI”) under the 2018 Omnibus Incentive Plan to incentivize long-term business performance as well as to better align his compensationpromote retention. The 2020 LTI for the Executive Director is comprised of 50% performance-based vesting restricted stock units (“PRSUs”), 25% time-based vesting restricted stock units (“RSUs”) and 25% time-based vesting non-qualified stock options (“Options”). The RSUs and Options will vest in substantially equal annual installments on the first three anniversaries of the grant date, subject to the marketExecutive Director’s continued employment through the vesting date.
The PRSUs provide that 50% of the award will vest if the Company achieves a certain level of average annual Adjusted Return on Invested Capital (“Adjusted ROIC”) and the remaining 50% will vest if the

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Company achieves certain Relative Total Shareholder Return (“Relative TSR”) goals. Performance for publicly quoted companies listedthe Adjusted ROIC and Relative TSR goals are each measured over a three year performance period based on the New York Stock Exchange.

pre-established scale. The Compensation Committee selected Adjusted ROIC as a metric to drive focus on making sound investments and efficient use of working capital. The Compensation Committee selected Relative TSR as a metric to align a significant portion of pay delivery directly with shareholder value creation.

Performance Measure​​Description​
Adjusted ROIC (50%)​​50% of PRSU value is calculated as (Adjusted EBITDA-depreciation and amortization) x (1 - 25% tax rate)) divided by (total assets — non-restricted cash — accounts payable — goodwill and other intangible assets that arose from the acquisition of Gates by Blackstone in 2014).​
​​​The financial measures used to determine Adjusted ROIC are calculated in accordance with U.S. GAAP as presented in the Company’s financial statements, except (i) Adjusted EBITDA is defined in substantially the same manner as described in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Non-GAAP Measures,” of the 2020 Annual Report, (ii) the depreciation and amortization deduction excludes the amortization of intangible assets arising from the acquisition of Gates by Blackstone in 2014 and (iii) total assets excludes both income tax receivable and deferred income tax assets.​
Relative TSR (50%)​​50% of PRSU value is based on the Company’s three-year relative TSR ranking against companies in the S&P 400 Capital Goods Industry Index. TSR is measured by stock price change and dividends over the performance period as a percentage of the beginning stock price. The beginning and ending stock prices are based on the 20-day trailing averages.​

We provide anThe total number of PRSUs that vest at the end of the three year performance period will range from 0% to a maximum of 200% as determined by measuring actual performance over the performance period for Adjusted ROIC and Relative TSR against the performance goals based on a pre-established scale. Payout for achievement between the performance levels will be determined based on a straight-line interpolation of the applicable payout range rounded to the nearest whole percentage. Payouts are subject to the Executive Director’s continued employment through the end of the applicable performance period and are paid out after the certification of the performance results by the Compensation Committee. The Compensation Committee chose Adjusted ROIC and Relative TSR performance goals that are, in the Compensation Committee’s view, challenging but achievable.

2020 Annual Plan. The Company provides a short-term annual incentive opportunity under the Gates Global Bonus Policy (the “Annual Plan”) to reward certain employees, including our Chiefthe Executive Officer,Director, for achieving specific performance goals that would advance our profitability;the Company’s profitability and drive key business results;results, and to recognize individuals based on their contributions to those results. Payouts
The following table illustrates the calculation of the annual cash incentive award that could have been earned by the Executive Director under the Gates Global BonusAnnual Plan for 2020, had the Company attained 100% of the target performance requirement.
Name​​
Base Salary
($)
​​
Target
Bonus
(% of Base
Salary)
​​
Target Bonus
Opportunity
($)
​
I. Jurek​​​$1,030,000​​​​​150%​​​​$1,545,000​​
Potential 2020 payout targets under the Annual Plan were based on a combination of the achievement of ourthe Company’ financial performance goals in Fiscal 2020 (the “Gates Financial Performance Factor”), which fund the fiscal yearAnnual Plan, and the relevant employee’sExecutive Director’s performance during the fiscal year against his or her individual performance goals.

We believe that our Chief Executive Officer’s long-term compensation should be directly linked to the value we deliver to shareholders and to his performance against his individual performance goals. Equity awards to our Chief Executive Officer are designed to provide long-term incentive opportunities over a period of several years. In connection with the initial public offering in January 2018goals (the “IPO”), we adopted the Gates Industrial Corporation plc 2018 Omnibus Incentive Plan, a market-based long-term incentive program which allows for awards of a mix of performance shares, time-based stock options and time based restricted shares. The 2018 Omnibus Incentive Plan is informed by the peer group identified at the end of this report and broader public company practice and is consistent with our compensation objective of providing a long-term equity incentive opportunity that aligns compensation with the creation of shareholder value and achievement of business goals.

The Compensation Committee determined that the size, structure, and value of thepre-IPOIndividual Performance Factor grants were sufficient incentive for financial period 2018 and therefore no additional equity grants were made in financial period 2018 to the Chief Executive Officer. However, theNon-Executive Directors (as defined in the “Future policy table” section of the Directors’ Remuneration Policy) received a grant of restricted stock units as part of their annual compensation package.

With regard to the compensation of ourNon-Executive Directors, in 2017, we analyzed competitive market data provided by our compensation consultant, Aon, relating to director compensation programs, including both fees, equity awards and share ownership guidelines. These compensation elements were benchmarked against the same15-company peer group that was used to evaluate executive compensation pay levels and program design in 2017 as well as a general industry group consisting of comparably sized general industry (excluding financial services) companies with median revenues of approximately Gates’ size. As a result of the analysis, in connection with our IPO, we developed a market-competitive director compensation program for ourNon-Executive Directors (excluding our Sponsor-affiliated Directors) (as defined in the “Future policy table” section of the Directors’ Remuneration Policy).

Outlook for 2019

We believe our compensation program’s components and levels are appropriate for our industry and provide a direct link to enhancing shareholder value and advancing the core principles of our compensation philosophy and objectives to ensure the long-term success of the Company. We will continue to monitor current trends and issues in our industry, as well as the effectiveness of our program with respect to our executives, and properly consider, from time to time, whether to modify our program as appropriate.

Neil P. Simpkins

Chairman of the Compensation Committee

PROPOSED DIRECTORS’ REMUNERATION POLICY

Objectives of our remuneration programs

It is intended that the Directors’ Remuneration Policy, set out in this report, if approved, will, for the purposes of section 226D(6)(b) of the Companies Act 2006, take effect on May 31, 2019. The Company intends to implement the policy set forth in this section in 2019 as more specifically set forth in the remuneration table below and as more specifically described in this section.

The Company continues to build upon its strategy of being the leading manufacturer of application-specific fluid power and power transmission solutions and continues to push the boundaries of materials science to engineer products that continually exceed expectations. To achieve those objectives, the Company must be the destination of choice for the best talent. The Company’s remuneration arrangements support this vision and business strategy and are designed to fundamentally align the financial interests of its Chief Executive Officer (our sole Executive Director) andNon-Executive Directors with those of the Company’s shareholders. This is true in both the Company’s short and long-term schemes.

Consistent with this philosophy, we seek to provide total compensation packages that are competitive with those of the companies against which we compete on an operational basis and for key talent. In establishing our Directors’ Remuneration Policy, the Compensation Committee has reviewed and considered various benchmarks and market reference points. As detailed in the table below, a substantial portion of total compensation for our Chief Executive Officer is subject to Company, individual and share price performance and is at risk of forfeiture.

Future policy table

The Directors’ Remuneration Policy set out in this report is subject to approval by a binding vote of the Company’s shareholders at the AGM.

Executive Director compensation

The below table sets out the compensation package for Mr. Ivo Jurek (our Chief Executive Officer and our sole Executive Director). In the event that further Executive Directors are appointed during the period for which the policy is in force, the Compensation Committee shall have discretion to determine the compensation package for such appointments in accordance with the policy.

Compensation

Component

Purpose / Link to

Gates’s Business

Strategy

How Component Operates

Maximum Opportunity

Recovery or
withholding

Base Salary

-Attract and retain high performing individuals

-Reflect an individual’s skills, experience and performance

-Align with market value of role

The base salary for the Chief Executive Officer is determined by the Compensation Committee after consideration of a number of factors, including: (1) the breadth, scope and complexity of his role; (2) internal equity; (3) current compensation; (4) tenure in position and prior tenure in related roles (excepting Gates); (5) market pay levels; and (6) individual performance.There is no prescribed maximum to base salary. Increases may be made above this level where the Compensation Committee considers it appropriate including (but not limited to, a significant increase in the scale, scope, responsibilities or market comparability of the role.None

Compensation

Component

Purpose / Link to

Gates’s Business

Strategy

How Component Operates

Maximum Opportunity

Recovery or
withholding

The Board annually reviews our Chief Executive Officer’s base salary and approves any changes to the Chief Executive Officer’s compensation package in light of such review. The Chief Executive Officer does not participate in deliberations regarding his own compensation.
Retirement Benefits

-Attract and retain high performing individuals

-Align with market value of role

-Provide mechanism to accumulate retirement benefits

Gates MatchMaker 401(k) Plan

The Chief Executive Officer is eligible to participate in a qualified defined contribution retirement benefit plan that provides him with an individual retirement accounts funded by (1) an automatic Gates-paid contribution of 3% of eligible earnings, and (2) a Gates-paid match on employee contributionsdollar-for-dollar on the first 3% of eligible earnings that he contributes.

Gates MatchMaker 401(k) Plan

Maximum of 6% of eligible earnings.

None

Supplemental Retirement Plan

We offer anon-qualified plan that provides our Chief Executive Officer with benefits similar to the Gates MatchMaker 401(k) Plan (see above) but without an employer matched contribution, and which is not subject to statutory employer contributions and earnings limitations applicable to a 401(k) plan.

1.  6% of eligible earnings that exceed certain statutory limits.

2.  Deferral of up to 80% of base salary and bonus into the plan.

None

Compensation

Component

Purpose / Link to

Gates’s Business

Strategy

How Component Operates

Maximum Opportunity

Recovery or
withholding

This plan provides the Chief Executive Officer with two benefit opportunities:

1.Non-elective employer contribution. A 6% employer contribution (the “Retirement Contribution”) on eligible earnings that exceed certain statutory limits.

2. Compensation Deferral Opportunity. The Supplemental Retirement Plan permits the Chief Executive Officer to defer up to 80% of his base salary and 80% of bonus compensation into the plan, which is then subject to tax when withdrawn from the plan.

Other Benefits

-Attract and retain high performing individuals

-Align with market value of role

The additional benefits for the Chief Executive Officer generally consist of a parking subsidy, tax return preparation services and an executive annual physical examination. Taxgross-ups to compensate the Chief Executive Officer for tax suffered on certain relocation benefits are also provided.

1.  Parking maximum is up to the actual cost of 12 months of parking. The current applicable rate for parking is $3,900.

2.  Executive physical: no maximum.

3.  Tax preparation: no maximum.

These benefits are subject to periodic review.

None
Other benefits, such as medical, dental and short-term disability coverage may be provided to the Chief Executive Officer, identical to the benefits provided to all other eligible U.S.-based employees. The Chief Executive Officer may also receive enhanced benefits that are not available to other employees, such as relocation assistance and enhanced life, accidental death and

The Chief Executive Officer is currently eligible for enhanced life and AD&D insurance benefits of 3x base salary up to $3,000,000. This is subject to periodic review.

These benefits are subject to periodic review.

None

Compensation

Component

Purpose / Link to

Gates’s Business

Strategy

How Component Operates

Maximum Opportunity

Recovery or
withholding

dismemberment (“AD&D”) and long-term disability insurance benefits.
An individual disability insurance plan is offered to the Chief Executive Officer.This plan provides for a monthly disability payment in the amount of $32,503 upon the occurrence of a qualifying event.None
Change in Control and Severance Benefits

-Attract and retain high performing individuals

-Allows individuals to perform their duties with respect to any potential proposed corporate transaction without concern for the impact of the transaction on their individual employment

-The interests of shareholders are better protected and enhanced by providing greater certainty regarding executive pay obligations in the context of planning and negotiating any potential corporate transactions

Severance Benefits

The Executive Severance Plan provides for severance payments upon certain termination of employment events to the Chief Executive Officer.

The Executive Severance Plan also provides for reimbursement for reasonable outplacement and provides an annual bonus opportunity as well as health and dental benefit continuation assistance.

Severance Benefits

The Chief Executive Officer is provided with severance payments for a period of two years and will receive the sum of two times base salary plus two times previous year bonus. This is subject to periodic review.

None

Change of Control Benefits

The Executive Change in Control Plan provides for payments to our Chief Executive Officer in the event of a “change of control” of Gates.

The Executive Change in Control Plan provides for reimbursement for reasonable outplacement and provides an annual bonus opportunity as well as health and dental benefit continuation assistance.

Change of Control Benefits

In the event of a “change in control” of Gates, the Chief Executive Officer is provided with payments in the amount of 2.5 times base salary plus target bonus. This is subject to periodic review.

None

Annual Incentive Plan

-Attract and retain high performing individuals

-Drive key business results

The Chief Executive Officer participates in the Gates Global Bonus Plan (the “Annual Plan”) which is designed to (1) reward achievement of specificThere is no maximum on the Annual Plan as the Compensation Committee has the ability to exercise discretion to vary the amount determined by the formula if,Subject to clawback in accordance with Gates’ Incentive Clawback

Compensation

Component

Purpose / Link to

Gates’s Business

Strategy

How Component Operates

Maximum Opportunity

Recovery or
withholding

-Advance profitability

performance goals that advance our profitability; (2) drive key business results; and (3) recognize individuals based on their contributions to those results.

Payouts under the Annual Plan are based on a combination of the achievement of our financial performance goals for the fiscal year (the “Gates Financial Performance Factor”), and the Chief Executive Officer’s performance against his individual performance goals (the “Individual Performance Factor”).

Notwithstanding the establishment of the performance components and the formula for determining the attainment levels as described above, the Compensation Committee has the ability to exercise positive or negative discretion and award a greater or lesser amount to determine the quantum of the Annual Plan than the amount determined by the above formula if, in the exercise of its business judgment, the Compensation Committee determines that a greater or lesser amount is warranted under the circumstances.

Gates Financial Performance Factor

The Gates Financial Performance Factor determines the quantum of the Annual Plan. The Compensation Committee retains discretion to

in the exercise of its business judgment, it determines that a greater or lesser amount is warranted under the circumstances.Policy (as described in the notes to this Future Policy Table)

Compensation

Component

Purpose / Link to

Gates’s Business

Strategy

How Component Operates

Maximum Opportunity

Recovery or
withholding

determine the financial performance measures and their relative contribution weighting, to calculate the Gates Financial Performance Factor, applying measures which are assessed as critical indicators of our performance and which, when combined, contribute to sustainable growth. For financial year 2018 these are: Adjusted EBITDA (50%), Free Cash Flow (30%) and Revenue (20%) performance (the “Financial Measures”).

After the Gates Financial Performance Factor is calculated and the “pool” is set to fund bonus payouts, a proportion of the pool is allocated to the Chief Executive Officer as determined by the Compensation Committee based on the Company’s performance against the Financial Measures as applied at the discretion of the Compensation Committee.

Individual Performance Factor

The Chief Executive Officer’s Individual Performance Factor is determined based on both financial andnon-financial objectives appropriate for his position. For financial year 2018, we selected the following individual performance goals for the Chief Executive Officer:

•   Operational Excellence: Improvements in operational efficiency/productivity.

Compensation

Component

Purpose / Link to

Gates’s Business

Strategy

How Component Operates

Maximum Opportunity

Recovery or
withholding

•   Building Organizational Capacity: Increasing talent pipeline within the organization; attracting and developing talent and growing organizational capacity.

•   Financial Goals: Achieving the targets established and approved by the Compensation Committee for each of the three Financial Measures.

Similar performance goals may be selected for each fiscal year going forward. Actual amounts paid under the Annual Plan are calculated by multiplying for each fiscal year the Chief Executive Officer’s base salary at the end of the fiscal year by (i) his Annual Plan target bonus opportunity (which is reflected as a percentage of base salary), (ii) the final Gates Financial Performance Factor and (iii) the Individual Performance Factor. See the “Annual Incentive Plan”sub-heading in the “Notes to future policy table” section of the Directors’ Remuneration Policy for a description of the performance measures applicable to the Annual Plan.

Discretionary Bonuses

-Retain high performing

individuals

-Align with market value of role

From time to time, the Chief Executive Officer may receive a discretionary bonus. No discretionary bonus was awarded to our Chief Executive Officer in financial year 2018.There is no maximum discretionary bonus. A bonus may be awarded above this level where the Compensation Committee considers it appropriate including (but not limited to) a significant improvement in the performance of thePotential for clawback if Chief Executive Officer voluntarily terminates within a specified

Compensation

Component

Purpose / Link to

Gates’s Business

Strategy

How Component Operates

Maximum Opportunity

Recovery or
withholding

Company and its subsidiaries (the “Group”).period of time of receiving payment.
Long Term Incentive

-Attract and retain high performing individuals

-Incentivize long-term business performance

-Ensure long-term compensation is directly linked to the value that is delivered to the shareholders.

In connection with the IPO, we adopted the Gates Industrial Corporation plc 2018 Omnibus Incentive Plan (the “2018 Omnibus Incentive Plan”), a market-based long-term incentive program which allows for awards of a mix of performance shares, share options and restricted shares.

No awards were made to the Chief Executive Officer in financial year 2018 under this plan.

2019 Long-Term Incentive

In 2019, the Compensation Committee approved a new award (the “2019LTI”) under the 2018 Omnibus Incentive Plan. The 2019 LTI is comprised of 33% time-based vesting restricted stock units (“RSUs”), 33% time-based vesting stock options and 34% performance based RSUs (“PRSUs”). Each of the RSUs and options will vest in equal annual installments on the first three anniversaries of the grant date, subject to the executive’s continued employment through the applicable vesting date. The PRSUs will vest upon completion of the applicable performance period, and will be paid after certification of the performance results by the Compensation Committee. See the “2019

PRSUs have a maximum payout opportunity of 200% of the target.

There is no maximum opportunity for the RSUs or options.

Subject to clawback in accordance with Gates’ Incentive Clawback Policy described elsewhere in this report.

Compensation

Component

Purpose / Link to

Gates’s Business

Strategy

How Component Operates

Maximum Opportunity

Recovery or
withholding

Long-Term Incentive”sub-heading in the “Notes tofuture policy table” section of the Directors’ Remuneration Policy for a description of the performance measures applicable to the 2019 LTI.

The award under the 2019 LTI was granted on February 22, 2019. The target total grant date fair value for our Chief Executive Officer was $4,500,000.

In addition, on February 22, 2019, our Chief Executive Officer was awarded aone-time special grant of time-based stock options with a grant date fair value of $4,500,000. These options were granted at a price above the Company’s share price at the date of grant and have an exercise price of $19.00 per share. They vest in equal installments on the third, fourth and fifth anniversary of the grant date, subject to the executive’s continued employment through the applicable vesting date.

Additional long-term incentive plans may be approved by the Compensation Committee under the 2018 Omnibus Incentive Plan.

Non-Executive Director compensation

Thenon-executive directors of the Company for financial period 2018 were David Calhoun (appointed November 20, 2017), Julia Kahr (appointed September 25, 2017), James Ireland (appointed November 7, 2018), Terry Klebe (appointed December 15, 2017), Karyn Ovelmen (appointed December 15, 2017), John Plant (appointed December 15, 2017) and Neil Simpkins (appointed November 20, 2017) (together, the “Non-Executive Directors”). Karyn Ovelmen resigned from the Board on March 1, 2019. Stephanie Mains was appointed to the Board on February 28, 2019. We are party to a shareholders’ agreement with certain affiliates of The Blackstone Group L.P. (“Blackstone” or our “Sponsor”). This agreement grants our Sponsor the right to designate nominees to our Board subject to the maintenance of certain ownership requirements in us. Our Sponsor appointed David Calhoun, Julia Kahr and Neil Simpkins to the Board (together, the “Sponsor-affiliated Directors”). The Sponsor-affiliated Directors receive no compensation for serving on the Board.

The Company believes that the following program and levels of compensation are necessary to secure and retain the services of


Non-ExecutiveA-6 Directors possessing the skills, knowledge and experience to successfully support and oversee the Company as a member of our Board.

Compensation
Component

Purpose / Link to Gates’s
Business Strategy

How Component
Operates

Maximum
Opportunity

Recovery or
withholding

Fees Earned or Paid in Cash

-Attract and retain

TABLE OF CONTENTS

Non-Executive Directors with a diverse set of skills, background and experience

-Align with market value of role

$125,000 per annum fees (payable in quarterly instalments in arrears)pro-rated for the period of service.

The fees are reviewed annually or at other times when appropriate and may be increased from time to time pursuant to such review.

Fees are a fixed amount per annum.No recovery provisions apply
Stock Awards

-Attract and retainNon-Executive Directors with a diverse set of skills, background and experience

-Align with market value of role

- Align our eligible directors’ financial interests with those of our shareholders

Annual awards of $100,000 in value of restricted stock units. This is reviewed annually or at other times when appropriate and may be increased from time to time pursuant to such review.The number of restricted stock units is not adjusted once awarded.Subject to reduction, cancellation, forfeiture, or recoupment to the extent necessary to comply with (i) any clawback, forfeiture, or other similar policy adopted by the Board or the Compensation Committee and as in effect from time to time, and (ii) applicable law. Further, to the extent that the director receives any amount in excess of the

Compensation
Component

Purpose / Link to Gates’s
Business Strategy

How Component
Operates

Maximum
Opportunity

Recovery or
withholding

amount that he or she should otherwise have received under the terms of the award for any reason (including, without limitation, by reason of a financial restatement, mistake in calculations, or other administrative error), the director shall be required to repay any such excess amount to the Company.
Committee Chairperson Fees

-Attract and retainNon-Executive Directors with a specialized set of skills, background and experience

-Recognize additional time and responsibility associated with role

-Align with market value of role

The chairpersons of the following committees receive additional fixed fees (payable in quarterly installments in arrears):

Chair, Audit Committee: $25,000

Chair, Compensation Committee: $10,000

Chair, Nominating and Governance Committee: $10,000

These amounts are reviewed annually or at other times when appropriate and may be increased from time to time pursuant to such review.

Fees are a fixed amount per annum.No recovery provisions apply
Reimbursement for preparation of tax filings in UK and reimbursement of expenses

-Compensate directors for costs necessarily incurred by them arising from our choice of country of incorporation.

-Compensate directors for costs

We reimburse eachNon-Executive Director for any advisor fees incurred by such director in connection with the preparation of such—No recovery provisions apply.

Compensation
Component

Purpose / Link to Gates’s
Business Strategy

How Component
Operates

Maximum
Opportunity

Recovery or
withholding

incurred to attend Board or committee meetings.

director’s UK tax return.

We reimburse all directors for expenses associated with each Board or committee meeting attended.

Notes to future policy table

Executive Director compensation

Base Salary

On February 22, 2019, we adjusted the base salary of our Chief Executive Officer (from $945,000 to $1,000,000) to reward performance as well as to better align his compensation to the market for publicly quoted companies listed on the New York Stock Exchange. Further increases to his salary may be made where the Compensation Committee considers it appropriate including (but not limited to) a significant increase in the scale, scope responsibilities or market comparability of the role.

Retirement Benefits

We offer the following retirement benefits to our Chief Executive Officer.

Plan

Description

Gates MatchMaker 401(k) PlanA qualified defined contribution retirement benefit (as defined in the plan document) that is intended to qualify as a profit sharing plan under Section 401(k) of the Internal Revenue Code of 1986, as amended from time to time (the “Code”).
Supplemental Retirement PlanA funded, nonqualified plan that provides benefits similar to the Gates MatchMaker 401(k) Plan but without an employer matched contribution, and which is not subject to statutory employer contributions and earnings limitations applicable to a 401(k) plan.

We offer a defined contribution retirement benefit to our Chief Executive Officer through the Gates MatchMaker 401(k) Plan. The Gates MatchMaker 401(k) Plan provides him with individual retirement accounts funded by (1) an automatic Gates-paid contribution of 3% of his eligible earnings, and (2) a Gates-paid match on his contributionsdollar-for-dollar on the first 3% of eligible earnings that he contributes. The Code sets maximum limitations on his contributions for participants and as well as limitations on the earnings upon which employee/employer contributions may be made. Our plans comply with the maximums under the Code as established and amended from time to time.

We currently offer participation in the Supplemental Retirement Plan to our Chief Executive Officer. This plan is a nonqualified deferred compensation plan that provides him with two benefit opportunities:

A.

Non-elective employer contribution. A 6% employer contribution (the “Retirement Contribution”) on eligible earnings that exceed Section 401(a)(17) of the Code’s dollar limits.

B.

Compensation Deferral Opportunity. The Supplemental Retirement Plan permits him to defer up to 80% of base salary and 80% of bonus compensation, which is then subject to tax when withdrawn from the plan.

These deferrals are in addition to amounts he may defer in the Gates MatchMaker 401(k) Plan.

Other Benefits

We provide other benefits to our Chief Executive Officer that we believe are necessary to compete for executive talent. The additional benefits for our Chief Executive Officer generally consist of a parking subsidy, tax return preparation services and an executive annual physical examination. Taxgross-ups to compensate the Chief Executive Officer for tax suffered on certain relocation benefits are also provided.

We also provide other benefits such as medical, dental and short-term disability coverage to our Chief Executive Officer. Our Chief Executive Officer also receives enhanced benefits that are not available to other employees, such as relocation assistance and life, accidental death and dismemberment (“AD&D”) and long-term disability insurance benefits. Specifically, our Chief Executive Officer was eligible for enhanced life and AD&D insurance benefits in financial year 2018 for 3x base salary up to $3,000,000. In addition, our Chief Executive Officer was eligible for enhanced long-term disability insurance benefits of 66.7% of his salary (up to $20,000/month). The individual disability insurance plan is offered to executives with an income of over $360,000, including our Chief Executive Officer, to cover annual income in excess of $360,000. The plan provides an additional $10,000 of monthly benefit above the group disability plan.

Change in Control and Severance Benefits

The Board believes that our Chief Executive Officer is better able to perform his duties with respect to any potential proposed corporate transaction without concern for the impact of the transaction on his individual employment with carefully structuredchange-in-control and severance benefits. In addition, the Board believes that the interests of our shareholders are better protected and enhanced by providing greater certainty regarding executive pay obligations in the context of planning and negotiating any potential corporate transactions. We provide limited single-triggerchange-in-control benefits to our Chief Executive Officer in his equity grant agreement and pursuant to the Supplemental Retirement Plan.

In connection with the IPO, we adopted the Executive Severance Plan and Executive Change in Control Plan. The Executive Severance Plan provides for severance payments upon certain terminations of employment to our Chief Executive Officer and other senior executives who are expected to make substantial contributions to our success. The Chief Executive Officer is provided with severance payments for a period of two years and will receive the sum of two times base salary plus two times previous year bonus should his employment be terminated either by us without “cause” or by the executive for “constructive termination.” The Executive Severance Plan also provides for an annual bonus payout as well as reimbursement for reasonable outplacement and provides health and dental benefit continuation assistance.

Under the Executive Change in Control Plan, our Chief Executive Officer is provided with payments in the amount of two andone-half times base salary plus target bonus should his employment be terminated either by us without “cause” or by the executive for “constructive termination” within thetwo-year period following a “change in control” of Gates. The Executive Change in Control Plan also provides for an annual bonus payout as well as reimbursement for reasonable outplacement and provides life and long-term disability insurance and health and dental benefit continuation assistance. The benefits provided under both the Executive Severance Plan and the Executive Change in Control Plan are contingent upon our Chief Executive Officer’s execution andnon-revocation of a general release of claims and compliance with specified restrictive covenants.

Annual Incentive Plan

The Annual Plan is provided to (1) reward achievement of specific performance goals that advance our profitability; (2) drive key business results; and (3) recognize individuals based on their contributions to those results.

Payouts under the Annual Plan are based on a combination of the Gates Financial Performance Factor and the Individual Performance Factor.

Gates Financial Performance Factor.   The Gates Financial Performance Factor determinessets the quantum offunding levels for the Annual Plan. The Compensation Committee retains discretionBoard, after an evaluation of possible financial performance measures, determined to determinecontinue using Adjusted EBITDA, Free Cash Flow and Revenue as the financial performance measures for 2020, with the only change being to the calculation of Free Cash Flow to include actual working capital rather than average working capital, to provide simplification and their relative contribution weighting, to calculate the Gates Financial Performance Factor applyingtransparency. The Board determined that these financial performance measures which are assessed aswould be critical indicators of ourthe Company’s performance for 2020 and, which, when combined, would contribute to sustainable growth. For financial year 2019 these are: Adjusted EBITDA (50%), Free Cash Flow (30%) and Revenue (20%) performance. The Annual Plan financial performance measures and weightings for 2020 are described below.

below

Performance Measure

​

​

Definitions

​
Adjusted EBITDA (50%)​​Adjusted EBITDA under the Annual Plan is defined in substantially the same manner as described in “Item“Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations –—  Non-GAAP Measures,” of ourthe 2020 Annual Report on Form10-K for the financial year 2018 filed with the U.S. Securities and Exchange Commission (the “SEC”), except it does not include foreign exchange impacts if greater than an absolute value of $10 million.
Report.​
Free Cash Flow (30%)​​Calculated as Adjusted EBITDA (as defined for purposes of the Annual Plan as described immediately above), less capital expenditures, plus or minus the change in average trade working capital; measured as an annualized average against actual performance.
capital versus prior year.​
Revenue (20%)​​Revenue under the Annual Plan is defined as consolidated revenue as reflected in ourthe Company’s financial statements, excluding the impacts of acquisitions made during the fiscal year.

The Compensation Committee has reserved the ability to adjust the actual financial performance results to exclude the effects of extraordinary, unusual or infrequently occurring events. The weighted achievement factor for each of the financial performance measures will be determined by multiplying the weight attributed to each performance measure by the applicable achievement factor for each measure. For each of the performance measures, the achievement factor will be determined by calculating the payout percentage against the target goal based on apre-established scale. Funding attainment with respect to these performance measures can range from:

no funding for performance below the threshold requirement level;

50% of target incentive for achieving 95% of the target performance requirement; and

150% of target incentive for achieving 105% of the target performance requirement.

If achievement with respect to any performance measure falls between the threshold and target, or between the target and maximum, earned award amounts for that particular performance measure will be interpolated on a straight-line mathematical basis (and rounded to the nearest whole number). If achievement with respect to any performance measure does not reach threshold, then that measure will be deemed to have 0% attainment.

Notwithstanding the establishment of the performance components and the formula for determining the attainment levels as described above, the Compensation Committee has the ability to exercise positive or negative discretion and award a greater or lesser amount to determine the quantum of the Annual Plan than the amount determined by the above formula if, in the exercise of its business judgment, the Compensation Committee determines that a greater or lesser amount is warranted under the circumstances.

After the Gates Financial Performance Factor is calculated and the “pool” is determined for the bonus payouts, a proportion of the pool is allocated to the Chief Executive Officer as determined by the Compensation Committee based on the Company’s performance against the Financial Measures as applied in the discretion of the Compensation Committee.

Individual Performance Factor. Our Chief Executive Officer’s Individual Performance Factor is determined based on both financial andnon-financial objectives appropriate for his position. For financial year 2019, we selected the following individual performance goals for our Chief Executive Officer:

Operational Excellence: Improvements in operational efficiency/productivity.

Building Organizational Capacity: Increasing talent pipeline within the organization; attracting and developing talent and growing organizational capacity.

Financial Goals: Achieving the target established and approved by the Compensation Committee for each of the three Financial Measures.

Discretionary Bonuses

From time to time, the Chief Executive Officer may receive a discretionary bonus. No discretionary bonus was awarded to our Chief Executive Officer in financial year 2018.

Long-Term Incentive

We believe that our Chief Executive Officer’s long-term compensation should be directly linked to the value we deliver to shareholders. Equity awards to our Chief Executive Officer are designed to provide long-term incentive opportunities over a period of several years.

In connection with the IPO, we adopted the Gates Industrial Corporation plc 2018 Omnibus Incentive Plan, a market-based long-term incentive program which allows for awards of a mix of performance shares, share options and restricted shares. The 2018 Omnibus Incentive Plan is informed by a peer group of companies and broader public company practice and is consistent with our compensation objective of providing a long-term equity incentive opportunity that aligns compensation with the creation of shareholder value and achievement of business goals.

2014 Incentive Plan andCo-Invest Shares. Ourpre-IPO long-term incentive program consisted of awards under the 2014 Omaha Topco Ltd. Stock Incentive Plan, which was assumed by Gates Industrial Corporation plc and renamed the Gates Industrial Corporation plc Stock Incentive Plan in connection with thepre-IPO reorganization, permitting our Chief Executive Officer to obtain shares in Omaha Topco. In connection with the assumption by Gates of the awards under the 2014 Omaha Topco Ltd. Stock Incentive Plan, Omaha Topco options were converted into Gates options at an exchange ratio of 0.76293 Gates ordinary shares for each outstanding Omaha Topco share and the exercise prices were adjusted to ensure that the options received were of equivalent economic value to the legacy Omaha Topco options. Additionally, Omaha Topco restricted stock units were converted into Gates restricted stock units at an exchange ratio of 0.76293 Gates ordinary shares for each outstanding Omaha Topco share.

The stock options granted under our 2014 Incentive Plan had four equally-weighted tiers. Tier I is subject to a five-year pro rata vesting schedule, and the remaining tiers are subject to vesting upon our Sponsor’s achievement of specified internal rates of return or multiple of investment targets. Vesting of Tier I may accelerate upon specified events, and, for grants awarded prior to May 2017, vesting of Tiers II – IV may continue past separation of service upon specified events. Going forward, all equity incentive awards will be made pursuant to the 2018 Omnibus Incentive Plan.

Prior to our IPO, our Chief Executive Officer was provided with the opportunity to invest in Omaha Topco’s common stock. In connection with the IPO and the assumption by Gates of the awards made to him under the 2014 Omaha Topco Ltd. Stock Incentive Plan, Omaha Topco shares were converted into Gates ordinary shares. Our Chief Executive Officer participated in the program and invested in 149,118 shares.

2019 Long-Term Incentive. In February 2019, our Compensation Committee approved a new award (the “2019 LTI”) under the 2018 Omnibus Incentive Plan to incentivize long-term business performance as well as to promote retention. The 2019 LTI is comprised of 33% time-based vesting RSUs, 33% time-based vesting stock options and 34% PRSUs. Each of the RSUs and options will vest in equal annual installments on the first three anniversaries of the grant date, subject to the executive’s continued employment through the vesting date. The PRSUs will vest upon completion of the three year performance period and will be paid out after certification of results by the Compensation Committee.

The awards under the 2019 LTI were granted on February 22, 2019. The target total grant date fair value for our Chief Executive Officer’s award was $4,500,000. With respect to the RSUs, in the event of a termination for any reason other than death, disability or change in control prior to the vesting of the RSUs, all unvested shares of RSUs shall be forfeited. The RSUs will fully vest in the event of a termination due to death or disability and immediately prior to a change in control.

In addition, on February 22, 2019 our Chief Executive Officer was awarded aone-time special grant of time-based stock options with a grant date fair value of $4,500,000. These options were granted at a price above the Company’s share price at the date of grant and have an exercise price of $19.00 per share. They vest in equal installments on the third, fourth and fifth anniversary of the grant date subject to the executive’s continued employment through the applicable vesting date.

The PRSUs provide that 50% of the award will generally vest if the Company achieves a certain level of average annual Adjusted Return on Invested Capital (“Adjusted ROIC”) and the remaining 50% of the PRSUs will generally vest if the Company achieves certain relative total shareholder return (“Relative TSR”) goals, in each case, measured over a three year performance period. The total number of PRSUs that vest at the end of the performance period will range from 0% to 200% of the target as determined by measuring actual performance over the performance period for Adjusted ROIC and Relative TSR against the performance goals based on apre-established scale. The Relative TSR and Adjusted ROIC targets are commercially sensitive and will be disclosed if and when such a performance based award is certified for distribution by the Compensation Committee.

Payouts for achievement between the performance levels will be determined based on a straight line interpolation of the applicable payout range. The PRSU awards will vest at the end of the three-year performance period, subject to our Chief Executive Officer’s continued employment through the end of the applicable performance period, and are paid out after the certification of the performance results by the Compensation Committee.

If the executive’s employment terminates for any reason other than as described below, all unvested PRSUs will be forfeited. Upon death or disability during the performance period, PRSUs representing apro-rata portion of the number of PRSUs that would have vested based on the Company’s actual performance for the entire performance period will be eligible to vest on apro-rata basis based on days employed during the performance period. Upon a change in control during the performance period, the PRSUs will vest based on the Company’s Relative TSR performance as measured through the date of the change in control and Adjusted ROIC as measured through the most recently completed fiscal quarter relative to the performance criteria determined by the Compensation Committee. Additionally, a target number of PRSUs will vest if a change in control occurs within the first six months of the performance period.

Incentive Clawback Policy

We have adopted a clawback policy for incentive compensation. Under the policy, if the Compensation Committee determines that incentive compensation of certain of its current and former officers (or any other current and former employee designated by the Board or the Compensation Committee) was overpaid, in whole or in part, as a result of a restatement of the reported financial results of the Company or any of its segments due

to materialnon-compliance with financial reporting requirements (unless due to a change in accounting policy or applicable law), and such restatement was caused or contributed, directly or indirectly, by such employee’s fraud, willful misconduct or gross negligence, then the Compensation Committee will determine, in its discretion, whether to seek to recover or cancel any overpayment of incentive compensation paid or awarded based on the inaccurate financial information or restated results. The clawback policy and our 2018 Omnibus Incentive Plan also provide that if a covered person engages in any detrimental activity (as defined in our 2018 Omnibus Incentive Plan) as determined by the Compensation Committee, the Compensation Committee may, in its sole discretion, provide for one or more of the following: (i) cancellation of any or all of such covered person’s outstanding awards; or (ii) forfeiture by the covered person of any gain realized on the vesting or exercise of awards, and prompt repayment of any such gain to us.

Non-Executive Director Compensation

In financial year 2017, we analyzed competitive market data provided by Aon (the “Consultant”) relating to director compensation programs, including both fees, equity awards and stock ownership guidelines. As a result of the analysis, in connection with our IPO, we developed a market-competitive director compensation program for ournon-Employee,non-Sponsor affiliated Directors.

The program provides eligible directors with an annual compensation package of $225,000 consisting of $125,000 in fees (payable in cash quarterly installments in arrears) and $100,000 in value of restricted stock units (payable annually). Restricted stock units vest in full on the first anniversary of the grant date subject to the eligible director continuing to serve in their position through the applicable vesting date.

Under the Supplemental Retirement Plan, which was amended and restated in March 2018, directors may also elect to defer 20% to 100% of their fees and any committee chair fees, if applicable, as well as 100% of his or her annual RSU grant.

Policy on recruitment remuneration

The compensation package for a new director will be set in accordance with the terms of the remuneration policy in force at the time of appointment or hiring, save thatsign-on bonuses may also be considered as set out below. There is no maximum aggregate value of incentives applicable under the policy, but the Compensation Committee is mindful to pay no more than is necessary to facilitate recruitment of the right talent.

In the case of an internal appointment/promotion of an individual to the Chief Executive Officer or other director position, the Compensation Committee reserves discretion to set base salary at a level it deems appropriate to reflect the material increase in scope and responsibility.

For external hires and internal appointments, the Compensation Committee may agree that the Company will meet certain relocation expenses which includes home finding assistance, home purchase assistance (including reimbursement of closing costs and limited inspection fees), home sale assistance (marketing and closing cost assistance), moving household goods, and a lump sum for miscellaneous expenses of $6,500.

Sign on bonuses will also be used at the Compensation Committee’s discretion to attract highly skilled officers to the Company. Generally, they are used to incentivize candidates to leave their current employers, or may be used to offset the loss of unvested compensation they may forfeit as a result of leaving their current employers.

On appointment of a newnon-executive director, remuneration will be set in accordance with the terms of the remuneration policy in force at the time of appointment.

Service Contracts

Please refer to the “Policy on payment for loss of office” section of this Directors’ Remuneration Policy for a description of the obligations on the Company that could give rise to remuneration or loss of office payments. Directors may resign at any time without notice and are not subject to a specified term. Directors’ letters of appointment are held at the Company’s offices at 1144 Fifteenth Street, Denver, Colorado 80202.

Illustrations of the application of remuneration policy

The estimated compensation amount for our Chief Executive Officer for the first full year in which the proposed Directors’ Remuneration Policy applies is shown in the following graph. These amounts reflect three levels of performance as defined below:

•

Minimum:Includes the sum of base salary, retirement benefits and other benefits at threshold level of attainment payout.

​

•

Target (at expectation):Includes the sum of base salary, retirement benefits, other benefits, and Annual Plan payout at target level of attainment plus target value of the 2019 LTI award granted as well as the Chief Executive Officer’sone-time special award of options. Share price appreciation has been excluded from the amount shown.

•

Maximum:Includes the sum of base salary, retirement benefits, other benefits, and Annual Plan payout at maximum level of attainment plus the 2019 LTI award granted as well as the Chief Executive Officer’sone-time special award of options and assuming maximum level of attainment for the PRSU. Share price appreciation has been excluded from the amount shown.

Additional assumptions used in compiling the graph illustrations are:

•

Base Salary, Pension & Benefits:Reflects 2019 salary, pension and benefits including: (1) 401(k) Savings Plan matching contributions; (2) 401(k) Retirement contributions; (3) health and welfare benefits; (4) parking subsidy; and (5) tax preparation services. Certain costs associated with other benefits will vary but make up a small portion of total remuneration. The amounts shown in the graph assume these variable amounts are unchanged from 2018.

•

Bonus:Reflects potential payments under the Annual Plan based solely upon financial metrics (1) minimum = no bonus payout; (2) target = “at expectation” performance, so 100% of target amount would be paid; and (3) maximum = for these purposes we assumed a “stretch” level of performance of 150% of the target amount being paid since the Annual Plan does not have a maximum level of attainment.

•

2019 LTI: consists of options and RSUs reflected at grant date fair value and PRSUs at a grant date fair value at “target” or “maximum” levels as applicable. Each element is presented separately in the chart below. In the minimum, target and maximum scenarios, 2019 LTI values assume no share price change relative to the closing price of Gates shares on the grant date. These values do not represent actual amounts that the Chief Executive Officer would receive in 2019 as the options and RSUs vest in equal annual instalments over three years and the PRSUs vest, only to the extent earned, at the end of a three-year performance period.

•

Chief Executive Officer’sone-time special award: consists of options reflected at grant date fair value, and in the minimum, target and maximum scenarios assume no share price change relative to the closing price of Gates shares on the grant date. These values do not represent actual amounts that the Chief Executive Officer would receive in 2019 as the options vest in equal annual instalments at the third, fourth and fifth anniversary of the grant date.

For the Chief Executive Officer’sone-time special award, and the 2019 LTI, the amounts presented in the chart reflect the grant date fair value, measured using applicable accounting standards.

LOGO

Note, the amounts in the graph above exclude share price appreciation. Assuming share price appreciation of 50% during the performance period, the Chief Executive Officer’s 2019 LTI andone-time special award set out in the maximum column in the graph above would be valued at $15,794,949 (i.e. 150% of the aggregate amount of $10,529,966 of such awards as shown in the maximum column in the graph above).

Policy on payment for loss of office

Executive Director

Executive Severance Plan

In connection with our IPO we adopted the executive severance plan (the “Executive Severance Plan”). The Executive Severance Plan provides for severance payments upon certain terminations of employment to our Chief Executive Officer. Our Chief Executive Officer participates in the Executive Severance Plan pursuant to an individual participation agreement.

The Executive Severance Plan provides that, if we terminate the employment of our Chief Executive Officer for any reason other than “cause”, death or disability, or if our Chief Executive Officer terminates other than for a “constructive termination,” then our Chief Executive Officer will be entitled to receive:

salary continuation payments in an amount equal to the sum of two times base salary and two times previous year bonus;

our Chief Executive Officer’s annual bonus under the Annual Plan as earned (without the adjustment for an individual performance factor) for the year in which the separation occurs(pro-rated for days of service during the fiscal year), payable concurrently with cash bonus payments to other employees under the Annual Plan;

cash payments in an amount equal to the total amount of Gates’ portion of the monthly Consolidated Omnibus Budget Reconciliation Act (COBRA) insurance premiums for participation in the health and dental benefit programs in which our Chief Executive Officer participated immediately prior to separation, payable monthly for each month of the welfare continuation period, which is for a period of 24 months; and

reimbursement for reasonable outplacement services which are directly related to our Chief Executive Officer’s termination and which are incurred only during asix-consecutive month period that ends within or with the12-month period following the termination of our Chief Executive Officer’s employment.

For these purposes, “cause” and “constructive termination” have the meanings ascribed to such terms in the Executive Severance Plan.

Our Executive Severance Plan contains a“best-of-net” provision. With a“best-of-net” provision, if our Chief Executive Officer is subject to an excise tax under Code Section 280G and Code Section 4999 (which disallows a tax deduction for certain compensation payments made to “disqualified individuals” when the compensation is paid pursuant to a change in control), then the amount of severance he receives may be reduced so that the excise tax does not apply; however, such reduction will only occur if it results in the receipt of a greaterafter-tax severance than would otherwise be provided.

Our Chief Executive Officer is not entitled to payments under the Executive Severance Plan if he is entitled to receive payment under the Executive Change in Control Plan discussed below. In addition, in order to receive payments under the Executive Severance Plan, our Chief Executive Officer must execute and not revoke a release of claims against us and continue to comply with confidentiality,non-compete,non-solicitation andnon-disparagement covenants during each of the executive’s employment and for theone-year period following any termination of employment (or such longer period as our Chief Executive Officer is eligible to receive severance payments from us).

Executive Change in Control Plan

In connection with our IPO we adopted the executive change in control plan (the “Executive Change in Control Plan”) in which our Chief Executive Officer participates pursuant to an individual participation agreement. The Executive Change in Control Plan provides for payments to our Chief Executive Officer in the event of a “change of control” of Gates.

If a change in control occurs and our Chief Executive Officer’s employment is terminated by us or a successor for reasons other than “cause” or is terminated voluntarily by him for “constructive termination,” in each case within the period beginning 90 days prior to the consummation of a change in control and ending on the second anniversary of the date of such change in control, then the Executive Change in Control Plan generally provides that he would be entitled to receive:

alump-sum payment in the amount of two andone-half times base salary plus target bonus amount;

alump-sum payment equal to his target bonus amount in effect prior to the change in control(pro-rated for days of service during the fiscal year);

cash payments in an amount equal to the total amount of the monthly COBRA insurance premiums for participation in the health and dental benefit programs as well as the monthly premiums for the life and long-term disability insurance benefit programs in which he participated immediately prior to separation, payable monthly for each month of the welfare continuation period, which is equal to 30 months for our Chief Executive Officer; and

reimbursement for reasonable outplacement services which are directly related to our Chief Executive Officer’s termination and which are incurred only during asix-consecutive month period that ends within or with the12-month period following the termination of his employment.

For these purposes, “change in control”, “cause” and “constructive termination” have the meanings ascribed to such terms in the Executive Change in Control Plan.

Neither plan contains a single trigger or a modified single trigger for benefits. In addition, the Executive Change in Control Plan does not provide for benefits upon death or disability following a change in control.

Our Executive Change in Control Plan contains a“best-of-net” provision. With a“best-of-net” provision, if our Chief Executive Officer is subject to an excise tax under Code Section 280G and Code Section 4999, then the amount of severance he receives may be reduced so that the excise tax does not apply; however, such reduction will only occur if it results in the receipt of a greaterafter-tax severance than would otherwise be provided.

To the extent a payment or benefit that is paid or provided under the Executive Change in Control Plan would also be paid or provided under the terms of another plan, program, agreement, arrangement or legal requirement, our Chief Executive Officer would be entitled to payment under the Executive Change in Control Plan or such other applicable plan, program, agreement, arrangement or legal requirement, whichever provides for greater benefits, but would not be entitled to benefits under both the Executive Change in Control Plan and such other plan, program, agreement, arrangement or legal requirement.

In addition, in order to receive payment and benefits under the Executive Change in Control Plan, our Chief Executive Officer must execute and not revoke a release of claims against Gates and continue to comply with confidentiality,non-compete andnon-solicitation covenants during each of the executive’s employment and for theone-year period following any termination of employment (or such longer period as our Chief Executive Officer is eligible to receive severance payments from us).

Non-Executive Directors

The Company’s general policy is thatNon-Executive Directors should be employed on an “at will” basis such that no notice provision applies. There are no obligations which could give rise to a remuneration or loss of office payment to any of theNon-Executive Directors.

The Compensation Committee may vary these terms if the particular circumstances surrounding the appointment of a newNon-Executive Director require it (in accordance with the policy on the appointment of newNon-Executive Directors above). In particular, the Compensation Committee may determine that these terms may vary substantially where it is necessary or desirable to recruit in a market in which “at will” employment terms are not competitive.

Consideration of employment conditions elsewhere in company

Although the Compensation Committee does not consult directly with the broader employee population on the Company’s executive compensation program, the Compensation Committee considers a variety of factors when determining the Directors’ Remuneration Policy, including but not limited to (1) compensation arrangements covering variable pay and benefits for all employees, (2) recent trends in talent attraction and retention affecting the Company and the industry and (3) employment conditions for the broader employee population. In addition to these considerations, the Compensation Committee believes that the compensation policy for our Chief Executive Officer is necessary to reflect the increased qualifications and level of responsibility of the position relative to the typical employee.

Consideration of shareholder views

The Compensation Committee will consider the shareholders’ advisory votes on the directors’ remuneration report presented to the Company’s shareholders at each annual general meeting.

The Company is committed to continued engagement between shareholders and the Company to fully understand and consider shareholders’ input and concerns.

THE DIRECTORS’ REMUNERATION REPORT FOR FINANCIAL PERIOD 2018

Remuneration for each director

Summary compensation table for the Executive Director

The U.K. Large andMedium-sized Companies & Groups (Accounts & Reports) (Amendment) Regulations 2013 (the “Regulations”) require the single table figure to include disclosure of amounts paid to individuals for “qualifying services” and therefore are required to be presented for the period from January 29, 2018, being the date on which the Company became the holding company of the Group, to December 29, 2018 (the “qualifying services period”). For the period from incorporation on September 25, 2017 to January, 28 2018, none of the directors received any remuneration for qualifying services as directors of the Company.

Name and Principal Position

  Salary
($)(1)		   Stock
Awards
($)		   Option
Awards
($)		   Annual
Bonus
($)(2)		   Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings
($)		   All Other
Benefits
($)(3)		   Total
($)		 

Executive Director

              

Ivo Jurek

  $868,119    —      —     $1,278,476    —     $185,891   $2,332,485 

(1)

The amount reported in the “Salary” column consist of base salary earned in the qualifying services period.

(2)

The amount reported in the “Annual Bonus” column includes amounts earned by our Chief Executive Officer under the Annual Plan in the qualifying services period. For a summary of the details of the performance measures used and their relative weighting, the performance targets set at the beginning of the performance period and details of actual performance relative to the targets set and measured over the relevant reporting period, and the resulting level of reward, please see the “2018 Grants of Plan-Based Awards”section below.

(3)

The amounts reported in the “All Other Benefits” column for the qualifying services period reflect the sum of: (1) the amounts contributed by Gates to the Gates MatchMaker 401(k) Plan and the Supplemental Retirement Plan; and (2) the cost of all other executive benefits.

The narrative following the table below describes these components of All Other Benefits:

Name

  Company
Contributions
to Gates
MatchMaker
401(k)		   Company
Contributions
to Gates
Executive
Supplemental
Retirement
Benefit Plan		   Other
Benefits		   Total 

I. Jurek

  $15,185   $148,722   $21,983   $185,891 

2018 Grants of Plan-Based Awards

Payouts under the 2018 Annual Plan were based on a combination of the Gates Financial Performance Factor and the Individual Performance Factor (defined in theFuture Policy Table section of the Directors’ Remuneration Policy).

The Gates Financial Performance Factor determines the quantum of the Annual Plan. The Compensation Committee retained discretion to determine the financial performance measures and their relative contribution weighting, to calculate the Gates Financial Performance Factor applying measures which were assessed as critical indicators of our performance and which, when combined, contributed to sustainable growth. For financial year 2018 these were: Adjusted EBITDA (50%), Free Cash Flow (30%) and Revenue (20%)

performance. Financial performance for these measures for financial year 2018 was determined to be 100%. The Annual Plan financial performance measures are described below.

Performance Measure

Definitions

Adjusted EBITDA (50%)Adjusted EBITDA under the Annual Plan is defined in substantially the same manner as described in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations –Non-GAAP Measures” of our Annual Report on Form10-K for the financial year 2018 filed with the SEC, except it does not include foreign exchange impacts if greater than an absolute value of $10 million.
Free Cash Flow (30%)Calculated as Adjusted EBITDA (as defined for purposes of the Annual Plan as described immediately above), less capital expenditures, plus or minus the change in average trade working capital; measured as an annualized average against actual performance.
Revenue (20%)Revenue under the Annual Plan is defined as consolidated revenue as reflected in our financial statements, excluding the impacts of acquisitions made during the fiscal year.

The Compensation Committee reserved the ability to adjust the actual financial performance results to exclude the effects of extraordinary, unusual or infrequently occurring events. The weighted achievement factor for each of the financial performance measures wasis determined by multiplying the weight attributed to each performance measure by the applicable achievement factor for each measure. For each of the performance measures, the achievement factor wasis determined by calculating the payout percentage against the target goal based on apre-established scale. Funding attainment with respect to these performance measures couldcan range from:

no•

0% funding for performance below the threshold requirement level;

requirement;

​

•
50% of target incentive for achieving 95% of the target performance requirement;requirement (threshold);
​
•
100% of target incentive for achieving 100% of the target performance requirement (target); and

​

•
150% of target incentive for achieving 105% of the target performance requirement.

requirement (maximum).

If achievement with respect to any

​
Payouts for performance measure fell between the threshold and target, or between the target and maximum, earned award amounts for that particular performance measure werepoints are interpolated on a straight-line mathematical basis (andand rounded to the nearest whole number). If achievementnumber. The Compensation Committee may adjust the aggregate amount available to fund the Annual Plan but does not expect to do so absent unanticipated or exceptional circumstances.
In 2020, the Company’s financial results, consistent with respectthe global economy, were significantly impacted by the Covid-19 pandemic, despite the tremendous amount of hard work that took place to any performance measure did not reachcontinue its business operations, satisfy customer demand, avoid significant layoffs or salary and benefit reductions, and provide safe work environments for its employees. The Gates Financial Performance Factors were all below threshold for the threshold, then that measure was deemedAnnual Plan. Accordingly, the Compensation Committee determined in February 2021 there would be no funding of the Annual Plan for the Company’s Named Executive Officers and all other employees who are eligible to have 0% attainment.

participate.

The following table outlines the calculation of the potential funding attainment based on thepre-established scale for the three Financial Measures. References in the table to ‘2018’ are to financial year 2018.

Measure

  Weighting  Threshold
(50%
Funding
for 95%
of Target)		   Target
(100%
Funding)		   Maximum
(150%
Funding
for 105%
of
Target)		   2018
Attainment
($)		  2018
Attainment
(%)		  2018
Recommendation
(%)		 
      (Dollars in Millions)       

Adjusted EBITDA

   50%  $708.8   $746.1   $783.4   $751.4   107%   107% 

Free Cash Flow

   30%  $529.0   $556.8   $584.6   $553.5(1)    94%   75% 

Revenue

   20%  $3,148.8   $3,316.8   $3,446.4   $3,331.9   106%   106% 

Total

           103%   97% 

(1)

For financial year 2018, the Compensation Committee adjusted the Free Cash Flow results to add back to Free Cash Flow $30.0 million of incremental capital expenditure that was approved by the Board following the establishment of the financial performance targets for financial year 2018 under the Annual Plan.

Notwithstanding the establishment of the performance components and the formula for determining the attainment levels as described above, the Compensation Committee had the ability to exercise positive or negative discretion and award a greater or lesser amount to determine the quantum of the Annual Plan than the amount determined by the above formula if, in the exercise of its business judgment, the Compensation Committee determined that a greater or lesser amount was warranted under the circumstances. For financial year 2018, based on management’s recommendation, the Compensation Committee used its discretion to reduce the attainment percentage for Free Cash Flow from 94% to 75%, which resulted in the total attainment percentage being reduced from 103% to 97%.

After the Gates Financial Performance Factor was calculatedFactors, the pre-established scale, and the “pool” determinedactual funding for 2020.


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​​​​​​​​​
Threshold
(50% Funding
for 95% of Target)
​​
Target
(100% Funding)
​​
Maximum
(150% Funding
for 105% of Target)
​​2020 Attainment​​Funding​
Measure​​Weighting​​(Dollars in Millions)​​$​​%​​
Adjusted EBITDA​​​​50%​​​​$604.2​​​​$636.0​​​​$667.8​​​​$506.6​​​​​80​​​​$0​​
Free Cash Flow​​​​30%​​​​$503.5​​​​$530.0​​​​$556.5​​​​$446.9​​​​​84​​​​$0​​
Revenue*​​​​20%​​​​$3,029.4​​​​$3,120.3​​​​$3,200.0​​​​$2,793.0​​​​​90​​​​$0​​
​
*
Revenue threshold and maximum are narrower than 95% and 105% to align with the bonus payouts, a proportion ofassociated EBITDA levels.
​
Individual Performance Factor.   Under the pool was allocated to the Chief Executive Officer as determined byAnnual Plan, the Compensation Committee based on the Company’s performance against the Financial Measures as applied at the discretion of the Compensation Committee.

Individual Performance Factor. Our Chief Executive Officer’sestablishes an annual Individual Performance Factor was determinedfor the Executive Director, based on both financial andnon-financial objectives appropriate for that year. The attainment percentage of the Individual Performance Factor is based on the achievement of his position. For financial year 2018, we selectedgoals and performance against his competencies, among other things, during the following individual performance goalsapplicable year. There is no stated maximum on the Individual Performance Factor.

If the Annual Plan had funded for our Chief Executive Officer:

Operational Excellence: Improvements in operational efficiency/productivity.

Building Organizational Capacity: Increasing talent pipeline within the organization; attracting and developing talent and growing organizational capacity.

Financial Goals: Achieving our annual financial plan.

Actual2020, actual amounts paid under the Annual Plan werewould have been calculated by multiplying our Chiefthe Executive Officer’sDirector’s base salary in effect on December 31, 20182020 by (i) his Annual Plan target bonus opportunity (which is reflected as a percentage of base salary), (ii) the final Gates Financial Performance Factor and (iii) the Individual Performance Factor. There is no maximumHowever, since the Compensation Committee did not fund the Annual Plan in 2020, the Individual Performance Factor did not impact his payout amount.

2020 One-Time Special Awards. On rare occasions, the Compensation Committee may provide discretionary cash awards to the Company’s executive officers, including the Executive Director. In February 2021, the Compensation Committee performed a comprehensive qualitative review of management’s operational performance during 2020 to mitigate the impact of Covid-19 on the discretionaryCompany’s business and its global employees, and to position Gates for success post-pandemic. The Compensation Committee believes the actions taken by the Company, led by its executive officers including the Executive Director, to mitigate the impacts of the pandemic ensured the sustainability of its business, products and services, and positioned the Company to increase long-term shareholder value. The Compensation Committee reviewed the following 2020 leadership initiatives and significant operational accomplishments as part of their overall 2020 performance assessment:
1.
Keeping employees and communities safe
​
•
In January 2020, as its business in China was being impacted, the Company mobilized a highly engaged, cross-functional emergency response team that developed and remains tactically engaged in the implementation of the Covid-19 pandemic countermeasure actions across the Company’s global footprint.
​
•
The Company proactively and effectively implemented quarantine protocols, social distancing policies, work-from-home arrangements, travel suspensions, transportation assistance, frequent and extensive disinfecting of workspaces, the provision of personal protective equipment, mandatory temperature monitoring and Covid-19 testing at certain facilities.
​
2.
Meeting or exceeding all applicable government regulations
​
•
The Covid-19 pandemic emergency response team stayed abreast, and sometimes ahead, of the rapidly changing regulatory environments across the Company’s more than 110 offices, factories and distribution centers around the world.
​
3.
Continuing to serve customers, many of whom operate in essential industries
​
•
Many of Gates’ customers operate in essential industries as defined by the US Cybersecurity and Infrastructure Security Agency (CISA) and similar government organizations around the world. The Company’s products are used across an extensive array of industries such as agriculture, food production, construction, transportation and logistics, healthcare, industrial
​

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automation and many more. Its customers explicitly requested that the Company continue to operate to support their businesses and were appreciative that it was able to do so, which the Company believes contributed both to its solid financial performance in 2020 and to the establishment of new customer relationships from which the Company expects to benefit going forward.
•
The Company overcame ongoing challenges of government shutdowns in the locations where it operates, as well as staffing shortages due to illness, quarantines and travel restrictions, with the majority of facilities remaining open and operating throughout 2020.
​
•
The commercial function adopted and expanded on virtual sales techniques and technical sales tools to serve customers and minimize disruptions.
​
•
The Company took only limited temporary cost reduction actions to protect its ability to supply critical components to its global customer base.
​
4.
Ongoing investment and innovation
​
•
The Company continued to execute on critical initiatives planned prior to the pandemic, including restructurings, process standardization and new product innovation.
​
•
The Company continued to accelerate innovation, finding new opportunities to meet customer demand in a rapidly changing landscape.
​
5.
Focusing on Human Capital
​
•
The Company maintained compensation levels for employees across the company, including providing an annual salary increase to eligible employees, and provided enhanced health and welfare benefits where appropriate.
​
•
In the fourth quarter of 2020, the Company paid a “Manufacturing Appreciation Award” equating to approximately one week’s pay to approximately 5,000 qualifying employees in its manufacturing and distribution facilities in recognition of their commitment through the global pandemic.
​
•
The leadership team kept employees engaged and involved with fulsome and increased corporate communication.
​
•
Employees under quarantine continued to receive compensation, either through salary, sick pay or other mechanisms depending on global location, to encourage a safe response to actual and potential exposures.
​
In addition to the accomplishments above, the Compensation Committee considered the Company’s financial performance, including as compared to its premium diversified industrials peers, in the second half of Fiscal 2020 as the market recovery began. The Compensation Committee also considered the specific impacts of the pandemic on the financial results, reviewing a detailed quarter-by-quarter impact analysis that took into account significant sales volume declines due to shelter-in-place requirements, customer shutdowns, supply constraints and decreased demand, as well as costs and inefficiencies related to the pandemic. While the pandemic-induced economic environment in the first half of the year was challenging, the flexible posture the Company maintained enabled a strong recovery and efficient transition back to organic growth, with higher margins and strong momentum in the second half of 2020.
Based on its 2020 quantitative and qualitative performance assessment, the Compensation Committee believed strongly that the Company exhibited superior financial and operational performance in the face of significant global headwinds due to Covid-19, and the Executive Director and certain other eligible employees should be rewarded for this performance in 2020. In February 2021, the Compensation Committee, in consultation with the Consultant, approved special one-time cash awards (the “2020 Special Awards”) to be paid to approximately 1,600 eligible employees, including the Company’s Executive Director, as recognition for contributions, impact and leadership provided to the Company in managing its business through the Covid-19 pandemic during Fiscal 2020. The Company reacted quickly to the pandemic by first prioritizing the health and safety of its employees and the communities in which it operates around the world, and then by

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developing tactical operational and commercial plans to both manage the impact of the pandemic and protect the Company’s competitive position for the market recovery.
The aggregate amount of funding the Compensation Committee approved for the 2020 Special Awards was equivalent to the amount that would have funded the Annual Plan, had the Company attained 100% of the target performance requirement under the Annual Plan. The 2020 Special Award approved for the Company’s Executive Director was $1,545,000, which represents 100% of his target opportunity under the Annual Plan.
2020 Grants of Plan-Based Awards Table
The following table illustratessummarizes all grants of plan-based awards to the calculationCompany’s Executive Director in financial year 2020 and financial year 2019.
​​​​​​​​​​​​
Estimated Future Payouts
under non-equity
incentive plan awards
($)
​​
Estimated Future Payouts
under Equity Incentive Plan Awards
(#)
​​
All
other
stock
awards:
number
of shares
of stock
units
(#)
​​
All
other
option
awards:
number of
securities
underlying
options
(#)
​​
Exercise
or base
price of
option
awards
($/sh)
​​
Grant
date
face
value of
stock
and
option
awards
($)(6)
​​
Grant
date
fair
value of
stock
and
option
awards
($)
​
Name​​
Award
Type
​​Grant Date​​Threshold​​Target​​Max​​Threshold​​Target​​Max​
I. Jurek​​
Annual Plan(1)
​​​​—​​​​$154,500​​​​$1,545,000​​​​​—​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
​​​PRSU(2)​​​​2/21/2020​​​​​​​​​​​​​​​​​​​​​​​1,839​​​​​183,928​​​​​367,856​​​​​​​​​​​​​​​​​​​​​​$4,634,986​​​​$2,668,795​​
​​​RSU(3)​​​​2/21/2020​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​91,964​​​​​​​​​​​​​​​​$1,158,746​​​​$1,158,746​​
​​​Options(4)​​​​2/21/2020​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​241,406​​​​$12.60​​​​$3,041,716​​​​$1,158,749​​
​​​
Annual Plan(1)
​​​​—​​​​$150,000​​​​$1,500,000​​​​​—​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​
​​​PRSU(2)​​​​2/22/2019​​​​​​​​​​​​​​​​​​​​​​​929​​​​​92,952​​​​​185,904​​​​​​​​​​​​​​​​​​​​​​$3,059,980​​​​$1,865,082​​
​​​RSU(3)​​​​2/22/2019​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​90,218​​​​​​​​​​​​​​​​$1,484,988​​​​$1,484,988​​
​​​Options(4)​​​​2/22/2019​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​252,122​​​​$16.46​​​​$4,149,928​​​​$1,482,477​​
​​​Options(5)​​​​2/22/2019​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​796,460​​​​$19.00​​​​$13,109,732​​​​$4,499,999​​
​
(1)
Represents the cash-based award opportunity range under the Annual Plan for 2019 and 2020. For purposes of this table and threshold level disclosure, the Company assumed that the lowest weighted of the annual cash incentive awards payable to our Chiefthree performance measures achieved the threshold level of attainment (in other words, 10% of the target award was earned) and the Individual Performance Factor was set at 100%. The calculation uses the Executive OfficerDirector’s base salary as of December 31, 2019 and 2020. The actual cash-based award earned by the Executive Director under the Annual Plan for 2019 and 2020 was $0.
​
(2)
Represents the threshold, target and maximum payout shares of the PRSUs granted under the 2018 AnnualOmnibus Incentive Plan in 2019 and 2020. Threshold payout of shares is calculated assuming an attainment of 0.1% above threshold for the Adjusted ROIC measure. The number of shares ultimately issued, which could be greater or less than target, will be based on financialachieving specific performance conditions. The grant date fair value of the PRSUs for the February 22, 2019 and individualFebruary 21, 2020 awards were calculated in accordance with ASC Topic 718 based on target, the probable outcome of the performance conditions.
​
(3)
Represents RSUs granted in 2019 and 2020 under the 2018 Omnibus Incentive Plan. The grant date fair value of the RSUs for the February 22, 2019 and February 21, 2020 awards was the closing price on the date of grant.
​
(4)
Represents Options granted in 2019 and 2020 under the 2018 Omnibus Incentive Plan. The grant date fair value of the Options for the February 22, 2019 and February 21, 2020 awards was calculated in accordance with ASC Topic 718 using a Black-Scholes valuation model.
​
(5)
Represents premium time-based stock options granted in 2019 under the 2018 Omnibus Incentive Plan. The grant date fair value of the Premium Options for the February 22, 2019 award was calculated in accordance with ASC Topic 718 using a Monte Carlo valuation model.
​

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(6)
Face value is calculated based on the closing share price on the date of the grant and, in the qualifying services period.

Name

  Base Salary
($)		   Target
Bonus
(% of Base
Salary)		  Target
Bonus
Opportunity
($)		   Combined
Performance
Factor
(%)*		  Actual
Payout
($)		 

I. Jurek

  $869,712    150%  $1,304,567    98%  $1,278,476 

*

The final percentage after applying the Gates Financial Performance Factor and the Individual Performance Factor.

2018 Grants

No long-term equity incentive awards were granted to our Chief Executive Officer incase of the qualifying services period.

PRSUs, on the maximum future share payout.

​
Outstanding Equity Awards at December 29, 2018

January 2, 2021

The following table provides information regarding outstanding equity awards held by our Chiefthe Company’s Executive OfficerDirector as of January 2, 2021.
​​​​​​​​​Option Awards (*)​​Stock Awards​​
Name​​Grant Date​​
Number of
securities
underlying
unexercised
options (#)
exercisable
​​
Number of
securities
underlying
unexercised
options (#)
unexercisable
​​
Equity
Incentive
Plan
Awards:
Number of
securities
underlying
unexercised
unearned
options (#)(2)
​​
Option
Exercise
Price ($)
​​
Option
Expiration
Date
​​
Number of
shares or
units of
stock that
have not
vested (#)(3)
​​
Market
value of
shares or
units of
stock that
have not
vested ($)(4)
​​
Equity
incentive
plan
awards:
number of
unearned
shares,
units or
other
rights
that have
not vested
(#)(7)
​​
Equity
incentive
plan
awards:
market
or payout
value
of unearned
shares,
units or
other
rights
that have
not vested
($)(8)
​
I. Jurek​​Awards without performance measures​
​​​​​5/18/2015​​​
Tier I(1)
​​​​1,017,239​​​​​—​​​​​—​​​​$6.56​​​​​5/18/2025​​​​​​​​​​​​​​​​​​​​​​​​​​
​​​​​5/2/2017​​​
Tier I(1)
​​​​81,297​​​​​54,199​​​​​—​​​​$7.87​​​​​5/2/2027​​​​​​​​​​​​​​​​​​​​​​​​​​
​​​​​2/22/2019​​​
Options(5)
​​​​84,040​​​​​168,082​​​​​—​​​​$16.46​​​​​2/22/2029​​​​​​​​​​​​​​​​​​​​​​​​​​
​​​​​2/22/2019​​​
Options(6)
​​​​—​​​​​796,460​​​​​—​​​​$19.00​​​​​2/22/2029​​​​​​​​​​​​​​​​​​​​​​​​​​
​​​​​2/22/2019​​​RSU​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​60,146​​​​$767,463​​​​​​​​​​​​​​
​​​​​2/21/2020​​​Options​​​​—​​​​​241,406​​​​​—​​​​$12.60​​​​​2/21/2030​​​​​​​​​​​​​​​​​​​​​​​​​​
​​​​​2/21/2020​​​RSU​​​​​​​​​​​​​​​​​​​​​​​​​​​��​​​​​​91,964​​​​$1,173,461​​​​​​​​​​​​​​
​​​Awards with performance measures​
​​​​​5/18/2015​​​Tier II​​​​—​​​​​—​​​​​1,017,239​​​​$6.56​​​​​5/18/2025​​​​​​​​​​​​​​​​​​​​​​​​​​
​​​​​5/18/2015​​​Tier III​​​​—​​​​​—​​​​​1,017,239​​​​$6.56​​​​​5/18/2025​​​​​​​​​​​​​​​​​​​​​​​​​​
​​​​​5/18/2015​​​Tier IV​​​​—​​​​​—​​​​​1,017,239​​​​$9.84​​​​​5/18/2025​​​​​​​​​​​​​​​​​​​​​​​​​​
​​​​​5/2/2017​​​Tier II​​​​—​​​​​—​​​​​135,496​​​​$7.87​​​​​5/2/2027​​​​​​​​​​​​​​​​​​​​​​​​​​
​​​​​5/2/2017​​​Tier III​​​​—​​​​​—​​​​​135,496​​​​$7.87​​​​​5/2/2027​​​​​​​​​​​​​​​​​​​​​​​​​​
​​​​​5/2/2017​​​Tier IV​​​​—​​​​​—​​​​​135,496​​​​$11.80​​​​​5/2/2027​​​​​​​​​​​​​​​​​​​​​​​​​​
​​​​​2/22/2019​​​PRSU​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​24,167​​​​$308,371​​
​​​​​2/21/2020​​​PRSU​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​47,821​​​​$610,196​​
​
(*)
The Company has a number of awards issued under the 2014 Omaha Topco Ltd. Stock Incentive Plan, which was assumed by the Company and renamed the Gates Industrial Corporation plc Stock Incentive Plan in connection with the initial public offering in January 2018. No new awards have been granted under this plan since 2017. The options are split equally into four tiers, each with specific vesting conditions. Tier I options vest evenly over 5 years from the grant date, subject to the participant continuing to provide service to Gates on the vesting date. Tier II, III and IV options vest on achievement of specified investment returns by Blackstone at the time of a defined liquidity event, which is also subject to the participant’s continued provision of service to Gates on the vesting date. The performance conditions associated with Tiers II, III and IV must be achieved on or prior to July 3, 2022 in order for vesting to occur. All the options expire ten years after the date of grant.
​
(1)
Represents Tier I time-vesting stock options, awarded to the Executive Director in his capacity as a director of a former parent of the group, Omaha Topco Limited.
​

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(2)
Represents Tier II, III and IV exit-vesting stock options, awarded to the Executive Director in his capacity as a director of a former parent of the group, Omaha Topco Limited.
​
(3)
RSUs vest in substantially equal annual installments on each of the first, second and third anniversaries of the grant date.
​
(4)
Reflects the aggregate market value of the unvested RSUs, based on a price of $12.76 per ordinary share, which was the share price of the Company’s ordinary shares on December 29, 2018.

           Option Awards 

Name

  Grant Date   Number of
securities
underlying
unexercised
options (#)
exercisable		   Number of
securities
underlying
unexercised
options (#)
unexercisable		   Equity
Incentive
Plan
Awards:
Number of
securities
underlying
unexercised
unearned
options
(#)(2)		   Option
Exercise
Price
($)		   Option
Expiration
Date		 

I. Jurek

   5/18/2015    Tier I(1)    610,343    406,896    —     $6.56    5/18/2025 
   5/18/2015    Tier II    —      —      1,017,239   $6.56    5/18/2025 
   5/18/2015    Tier III    —      —      1,017,239   $6.56    5/18/2025 
   5/18/2015    Tier IV    —      —      1,017,239   $9.84    5/18/2025 
   5/2/2017    Tier I(1)    27,099    108,397    —     $7.87    5/2/2027 
   5/2/2017    Tier II    —      —      135,496   $7.87    5/2/2027 
   5/2/2017    Tier III    —      —      135,496   $7.87    5/2/2027 
   5/2/2017    Tier IV    —      —      135,496   $11.80    5/2/2027 
      

 

 

   

 

 

   

 

 

     
       637,442    515,293    3,458,205     

(1)

Represents Tier I time-vesting stock options held by our Chief Executive Officer as of December 29, 2018. The Tier I options vest 20% on each31, 2020, the last trading day of the fiscal year.

​
(5)
Represents time-based stock options granted in 2019 and 2020 under the first five anniversaries of the grant date.

(2)

Represents Tier II, III and IV exit-vesting stock options held by our Chief Executive Officer as of December 29, 2018. The Tier II, III and IV exit-vesting options become vested when and to the extent specified internal rate of return or multiple of investment targets are achieved by Blackstone. Such targets are considered commercially sensitive and applicable disclosures will be made at the end of the measurement period if achieved.

2018 Omnibus Incentive Plan. These options vest in substantially equal annual installments on the first three anniversaries of the grant date.

​
(6)
Represents premium-priced time-based stock options granted in 2019 under the 2018 Omnibus Incentive Plan. These premium-priced options vest on the third, fourth and fifth anniversary of the grant date.
​
(7)
The PRSUs vest upon completion of the three-year performance period, with 50% subject to attainment of certain levels of a defined Adjusted ROIC measure and 50% subject to attainment of a certain defined Relative TSR. The amounts shown in this column represent threshold payout shares of the outstanding PRSUs assuming both an attainment of 0.1% above threshold for the Adjusted ROIC measure and a threshold 50% payout under the TSR measure. The number of shares ultimately issued, which could be zero or greater than the number presented above, will be based on achieving specific performance conditions. Please refer to “Elements of Compensation — Long-Term Incentive” above.
​
(8)
Represents the aggregate market value of the threshold payout shares of the unvested PRSUs, based on a price of $12.76 per ordinary share, which was the share price of the Company’s ordinary shares on December 31, 2020, the last trading day of the fiscal year.
​
2020 Option Exercises and Stock Vested

There were no for the Executive Director

The table below sets forth certain information concerning each exercise orof options and stock vesting events for our Chiefthe Company’s Executive OfficerDirector during financial year 2020.
​​​Option Awards​​Stock Awards​
Name​​
# of Shares
Acquired on
Exercise
(#)
​​
Value
Realized on
Exercise
($)
​​
# of Shares
or Units
Acquired on
Vesting
(#)
​​
Value
Realized on
Vesting
($)(1)
​
I. Jurek​​​​—​​​​​—​​​​​30,072​​​​$378,907​​
​
(1)
Based on the closing share price of the Company’s ordinary shares on the trading day prior to the vesting date, minus par value.
​
Single Figure Total Remuneration Table for Non-Executive Directors
The following table provides the compensation earned in financial years 2019 and 2020 by the Company’s Non-Executive Directors who served during financial year 2020.
Name​​Year​​
(Fixed)
Fees Earned
or
Paid in Cash
($)(1)
​​
(Variable)
Stock
Awards
($)(2)
​​
Total
($)
​
J. Ireland​​​​2020​​​​$100,000​​​​$76,545​​​​$176,484​​
​​​​​2019​​​​$125,000​​​​$77,606​​​​$202,606​​
T. Klebe(3)
​​​​2020​​​​$125,000​​​​​—​​​​$125,000​​
​​​​​2019​​​​$150,000​​​​$2,557​​​​$152,557​​
S. Mains​​​​2020​​​​$100,000​​​​$64,967​​​​$164,905​​
​​​​​2019​​​​$104,167​​​​​—​​​​$104,167​​

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Name​​Year​​
(Fixed)
Fees Earned
or
Paid in Cash
($)(1)
​​
(Variable)
Stock
Awards
($)(2)
​​
Total
($)
​
W. Neely(4)
​​​​2020​​​​$74,176​​​​​—​​​​$74,176​​
​​​​​2019​​​​​—​​​​​—​​​​​—​​
M. Zhang(4)
​​​​2020​​​​$49,176​​​​​—​​​​$49,176​​
​​​​​2019​​​​​—​​​​​—​​​​​—​​
D. Calhoun​​​​2020​​​​​—​​​​​—​​​​​—​​
​​​​​2019​​​​​—​​​​​—​​​​​—​​
J. Kahr​​​​2020​​​​​—​​​​​—​​​​​—​​
​​​​​2019​​​​​—​​​​​—​​​​​—​​
N. Simpkins​​​​2020​​​​​—​​​​​—​​​​​—​​
​​​​​2019​​​​​—​​​​​—​​​​​—​​
​
(1)
Represents director fees earned during the period. Directors who served on the Board for a portion of the financial year received a pro-rated amount of the annual cash retainer, which was $125,000 in 2019 and $100,000 in 2020.
​
(2)
Represents the value of the stock awards that vested during the period, which is based on the closing share price of the Company’s ordinary shares on the trading day prior to the vesting date, minus par value. Certain options held by the Mr. Klebe, as set out in the qualifying services period.

Single Figure Table for“Non-Executive Directors

The following provides the single figure table for ourNon-Executive Directors for the qualifying services period.

Name

  Fees Earned
or
Paid in Cash
($)		  Stock
Awards
($)(1)		   Total
($)		 

T. Klebe

  $138,049(3)   $99,994   $238,043 

J. Ireland(2)

  $20,833  $99,991   $120,824 

K. Ovelmen

  $115,041  $99,994   $215,035 

J. Plant

  $115,041  $99,994   $215,035 

N. Simpkins

   —     —      —   

D. Calhoun

   —     —      —   

J. Kahr

   —     —      —   

(1)

The awards are based on a monetary value as set out in the Future Policy Table above; the number of RSUs awarded is calculated based on the fixed monetary value divided by the fair value of stock at the date of award, rounded down to the nearest whole share. The fair value of the RSUs was $15.50 for Mr. Ireland and $17.72 for the remaining directors. These awards are not subject to performance measures as defined by the Regulations. As of December 29, 2018, the aggregate number of unvested RSUs held by our directors was as follows: Mr. Klebe, 5,643; Mr. Ireland, 6,451; Mr. Plant, 5,643; and Ms. Ovelmen, 5,643, which vest in full on the first anniversary of the grant date.

(2)

Mr. Ireland was appointed to our Board effective November 7, 2018, and the amount reported represents his fee for his services since appointment.

(3)

Includes $23,008 of fees earned for service as chair of the Audit Committee. Of the $138,049 total fees, Mr. Klebe elected to defer $71,156 into the Supplemental Retirement Plan.

Outstanding Equity Awards for certain Non-Executive Directors at December 29, 2018

January 2, 2021” section below, vested during financial year 2020, but were awarded in his capacity as a director of a former parent of the group, Omaha Topco Limited, and are therefore not included in this table.

​
(3)
Represents the annual cash retainer of $100,000 plus an additional $25,000 for Mr. Klebe’s service as chair of the Audit Committee. Mr. Klebe elected to defer $100,000 of the fees earned in cash pursuant to the Supplemental Retirement Plan. Mr. Klebe also elected to defer all 6,075 shares that vested, pursuant to the Supplemental Retirement Plan.
​
(4)
Mr. Neely and Ms. Zhang were appointed to the Board effective March 20, 2020 and July 1, 2020, respectively, and the amounts reported represented their pro-rated director fees for 2020.
​
Outstanding Equity Awards for certain Non-Executive Directors at January 2, 2021
The following table provides information regarding outstanding equity awards held by Messrs. Klebe, Plant and Ireland and Ms. Ovelmenthe Non-Executive Directors as of December 29, 2018. None of the otherNon-Executive Directors heldJanuary 2, 2021. Mr. Calhoun, Ms. Kahr and Mr. Simkins did not hold any outstanding equity awards as of January 2, 2021.
​​​​​​​​​Option Awards (*)​​​​​​​​​​​​​
Name​​Grant Date​​
Number of
securities
underlying
unexercised
options (#)
exercisable(1)
​​
Number of
securities
underlying
unexercised
options (#)
unexercisable(2)
​​
Equity
Incentive
Plan Awards:
Number of
securities
underlying
unexercised
unearned
options (#)
​​
Option
Exercise
Price ($)
​​
Option
Expiration
Date
​​
Number of
shares or
units of
stock that
have not
vested (#)(3)
​​
Market
value of
shares or
units of
stock that
have not
vested ($)(4)
​
T. Klebe​​​​5/12/2016​​​​​61,034​​​​​15,259​​​​​​​$6.56​​​​​5/12/2026​​​​​​​​​​​​​​
​​​​​2/21/2020​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​9,920​​​​$126,579​​
J. Ireland​​​​2/21/2020​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​9,920​​​​$126,579​​
S. Mains​​​​2/21/2020​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​9,920​​​​$126,579​​
W. Neely​​​​4/1/2020​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​17,857​​​​$227,855​​
M. Zhang​​​​7/1/2020​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​12,664​​​​$161,593​​
​
(*)
The Company has a number of awards issued under the 2014 Omaha Topco Ltd. Stock Incentive Plan,
​

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TABLE OF CONTENTS

which was assumed by the Company and renamed the Gates Industrial Corporation plc Stock Incentive Plan in connection with the initial public offering in January 2018. No new awards have been granted under this plan since 2017. The options are split equally into four tiers, each with specific vesting conditions. Tier I options vest evenly over 5 years from the grant date, subject to the participant continuing to provide service to Gates on the vesting date. Tier II, III and IV options vest on achievement of specified investment returns by Blackstone at the time of a defined liquidity event, which is also subject to the participant’s continued provision of service to Gates on the vesting date. The performance conditions associated with Tiers II, III and IV must be achieved on or prior to July 3, 2022 in order for vesting to occur. All the options expire ten years after the date of grant.
(1)
Represents vested time-based stock options, awarded to the Non-Executive Directors in their capacity as directors of a former parent of the group, Omaha Topco Limited.
​
(2)
Represents unvested time-based stock options, awarded to the Non-Executive Directors in their capacity as directors of a former parent of the group, Omaha Topco Limited.
​
(3)
Represents unvested time-based RSUs that vest on the first anniversary of the grant date. Mr. Klebe elected to defer 5,474 and 6,075 of the shares that vested in relation to his grants in 2018 and 2019, respectively, pursuant to the Supplemental Retirement Plan.
​
(4)
Reflects the aggregate market value of the unvested RSUs, based on a price of $12.76 per ordinary share, which was the share price of the Company’s ordinary shares on December 29, 2018.

Name

  Grant Date  Number of
securities
underlying
unexercised
options (#)
exercisable		   Number of
securities
underlying
unexercised
options (#)
unexercisable		   Equity
Incentive
Plan
Awards:
Number of
securities
underlying
unexercised
unearned
options
(#)		  Option
Exercise
Price
($)		   Option
Expiration
Date		 

J. Plant

  5/14/2015  Tier I(1)   45,775    30,518    $6.56    1/05/2025 
  3/09/2018     —      —      5,643(2)  $0.01    3/09/2028 

T. Klebe

  5/12/2016  Tier I(1)   30,517    45,776    $6.56    5/12/2026 
  3/09/2018     —      —      5,643(2)  $0.01    3/09/2028 

J. Ireland

  11/07/2018     —      —      6,451(2)  $0.01    11/07/2028 

K. Ovelmen

  3/09/2018     —      —      5,643(2)  $0.01    3/09/2028 

(1)

Represents Tier I time-vesting stock options held by Messrs. Plant and Klebe as of December 29, 2018. The Tier I options vest 20% on each of the first five anniversaries of the grant date.

(2)

Represents time-vesting RSUs held by Messrs. Plant, Klebe and Ireland and Ms. Ovelmen as of December 29, 2018. The RSUs fully vest on the first anniversary of the grant date.

31, 2020, the last trading day of the fiscal year.

​

2020 Option Exercises and Stock Vested for certain Non-Executive Directors
The table below sets forth certain information concerning each exercise of options and stock vesting events for the Non-Executive Directors during financial year 2020.
​​​Option Awards​​Stock Awards​
Name​​
# of Shares
Acquired on
Exercise (#)
​​
Value
Realized on
Exercise ($)
​​
# of Shares
or Units
Acquired on
Vesting (#)
​​
Value
Realized on
Vesting ($)(1)
​
J. Ireland​​​​—​​​​​—​​​​​6,075​​​​$76,545​​
T. Klebe(2)
​​​​—​​​​​—​​​​​—​​​​​—​​
S. Mains​​​​—​​​​​—​​​​​6,211​​​​$64,967​​
​
(1)
Based on the closing share price of the Company’s ordinary shares on the trading day prior to the vesting date, minus par value.
​
(2)
Mr. Klebe elected to defer all 6,075 shares that vested, pursuant to the Supplemental Retirement Plan.
​
Director Pension Scheme
No director who served during the year ended January 2, 2021 has any prospective entitlement to a defined benefit pension or a cash balance benefit arrangement (as defined in s.152, Finance Act 2004).
Scheme interests awarded during the qualifying services period

financial year 2020

Please refer to the followingsub-headings in the “Notes to future policy table” section of the Directors’ Remuneration Policy for a description of the scheme interests granted to our Chiefthe Executive Officer:Director: (i) “Annual Incentive Plan”; (ii) “Discretionary Bonuses”; and (iii) “Long-Term Incentive”.

The In addition, please refer to the following sub-headings of this Directors’ Remuneration Report: (i) 2020 Grants of Plan-Based Awards; and (ii) 2020 Grants of Plan-Based Awards Table.

For financial year 2020, the annual compensation package for theNon-Executive Directors (excluding the Sponsor-affiliated Directors) consists partly of $100,000$125,000 in value of restricted stock units (payable annually and rounded down to the nearest whole share). Restricted stock units vest in full on the first anniversary of the grant date.

A table providing summary information concerning Please refer to the compensation of thesection entitled “Non-Executive Directors is set out in the “Remuneration2020 Option Exercised and Stock Vested for each directorcertain Non-Executive Directors” section of this Directors’ Remuneration Report for the qualifying services period under thefurther information.


sub-headingA-14 “Compensation for
TABLE OF CONTENTS

Non-Executive Directors”.

Payments to Past Directors and Payments for Loss of Office

There have beenwere no payments made to past Directors and no payments to Directors for loss of office or to past Directors during the qualifying services period with respect to service as a Director of the Company.

financial year 2020.

Director Shareholdings and Share Ownership Guidelines

We have

The Company has adopted an executive stock ownership program for our Chiefits Executive Officer.Director. As at December 29, 2018 our Chiefof January 2, 2021, the Executive OfficerDirector was expected to own our ordinary shares in the amountCompany with a market value equal to 5at least six times his base salary. This target has been met.

If our Chiefthe Executive OfficerDirector falls below the threshold, (or any increased threshold), he will be required to retain 50% of stock acquired through the exercise or vesting of equity awards made by the Company.

We have

The Company has adopted share ownership guidelines for ournon-employee,its Non-Executive, non-Sponsor affiliated directorsDirectors in order to better align ourits eligible directors’ financial interests with those of our shareholders by requiring such directors to own a minimum level of our shares.its shareholders. Each of ournon-employee,the Non-Executive, non-Sponsor affiliated directorsDirectors is requiredexpected to own shares in an amountwith a market value equal to four times his or her fee.annual cash retainer. As of January 2, 2021, Mr. Klebe and Mr. Plant holdheld shares in excess of this target. Given histheir recent appointmentappointments to the Board, on November 7, 2018, Mr. Ireland, hasMs. Mains, Mr. Neely and Ms. Zhang have not yet met this goal. Ms. Ovelmen had not met this target at the time of her resignation on March 1, 2019. Any such director who does not meet the threshold will beis required to retain 50% of shares acquired through the exercise or vesting of equity awards made by the Company.

The table below sets out the number of shares held by the Executive Director and eachNon-Executive Director as of December 29, 2018.

January 2, 2021.
Name of Director​​
Number of
shares held
in Company
as of
January 2, 2021
​

Name

Executive Director		​Number of
shares held
in Company
as of
December 29,
2018​		​​​​​

I. Jurek

​​174,118​​200,458​​

T. Klebe

Non-Executive Directors		​​57,219​​​​​

J. Ireland

​​—  ​​12,521​​

K. Ovelmen

T. Klebe(1)
​​—  ​​68,937​​

J. Plant

S. Mains		​​45,775​​6,205​​

N. Simpkins

W. Neely		​​​​—​​

D. Calhoun

M. Zhang		​​​​—​​

Non-Executive Directors; Sponsor-affiliated Directors

​​​​​​​
J. Kahr

​​​​—​​
N. Simpkins​​​​—​​
​

(1)

Includes 57,388 ordinary shares owned by Mr. Klebe and 11,549 restricted stock units that are vested but deferred pursuant to the Supplemental Retirement Plan.
​
Please also refer to the “Outstanding Equity Awards at December 29, 2018January 2, 2021” and “Outstanding Equity Awards for Certain Non-Executive Directors at January 2, 2021” sections above for information regarding outstanding equity awards held by our Chiefthe Executive OfficerDirector andNon-Executive Directors as of December 29, 2018.

January 2, 2021.

Performance graph and table

Chief

Executive OfficerDirector Remuneration

   2018 

Total remuneration

  $2,332,485 

Annual bonus as a percentage of maximum(1)

   65% 

Share vesting

   —   

(1)

The Annual Plan does not have a maximum level of attainment; thus, for purposes of this calculation we assumed a “stretch” level of performance of a 150% payout.

​​​2020​​2019​
Total remuneration​​​$3,034,106​​​​$1,154,144​​
Annual bonus as a percentage of maximum(1)
​​​​67%​​​​​0%​​
Equity awards vested as a percentage of maximum(2)
​​​​100%​​​​​—​​
​
(1)
The Company did not fund the Annual Plan for financial year 2020 and accordingly, the Executive
​

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Director did not receive a bonus under this plan. However, the Company did provide 2020 Special Awards to certain eligible employees, including the Executive Director. The Executive Director’s 2020 Special Award equated to 100% attainment of the target performance under the Annual Plan. The Annual Plan does not have a maximum level of attainment; thus, for purposes of this calculation, we assumed a “stretch” level of performance of a 150% payout.
(2)
The only equity awards that could have been received in the year were options and restricted stock units granted in 2019 that had a time-based vesting condition. The first tranche of those awards vested when the time-based vesting condition was satisfied.
​
Performance Graph

The below graph shows the value, by December 29, 2018,January 2, 2021, of $100 invested in Gates Industrial Corporation plc on January 25, 2018, at the IPO price of $19, compared with the value of $100 invested in each of the S&P Midcap 400 Capital Goods Industry Group index and the Russell 2500 index on a daily basis. The S&P Midcap 400 Capital Goods Industry Group index was selected as it is used by the Company as part of the long-term incentive program (one of the performance measures for our PRSUs).

LOGO

Percentage change The performance graph is based on historical results and is not intended to suggest future performance.

Total shareholder return
Source: Capital IQ
[MISSING IMAGE: tm212567d1-lc_totalshar4c.jpg]
​
This graph shows the value, by 2 January 2021, of $100 invested in Gates Industrial Corporation plc on 25 January 2018, at the IPO price of $19, compared with the value of $100 invested in the ChiefS&P Midcap 400 Capital Goods Industry Group Index and Russell 2500 Index on a daily basis.
Percentage Change in Compensation of Executive Officer’s compensation

Director Compared with Employees

The following table shows the percentage change in salary, taxableall other benefits and annual performance bonus awards for our Chief Executive Officerthe Directors and, as stated in the note to the table, ourthe corporate employees (excluding our Chiefthe Executive Officer)Director) located in ourthe Denver corporate office and the Denver area customer solutions center from financial year 20172019 to financial year 2018.

2020.

Percent Change


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​​​
Salary/​
Fees %
​​
All Other
Benefits %
​​
Annual
Bonus %
​
Employees(1)​​​​3%​​​​​-10%​​​​​1,220%​​
Executive Directors(2)
​​​​​​​​​​​​​​​​​​​
I. Jurek​​​​4%​​​​​-48%​​​​​100%​​
Non-Executive Directors(3)
​​​​​​​​​​​​​​​​​​​
J. Ireland​​​​-20%​​​​​—​​​​​—​​
T. Klebe​​​​-17%​​​​​—​​​​​—​​
S. Mains​​​​-20%​​​​​—​​​​​—​​
W. Neely(4)
​​​​—​​​​​—​​​​​—​​
M. Zhang(4)
​​​​—​​​​​—​​​​​—​​
​
(1)
Due to the complexity of the Company’s global operations with employees in Compensationmultiple countries with different currencies, costs of Chiefliving and work cultures, the Company selected its corporate employees based in its Denver corporate office and its Denver area customer solutions center as the comparator group for the above table. This group of employees is considered an appropriate comparator, as they are compensated in accordance with U.S. customs and standards and participate in similar annual award and benefit programs as the Executive Officer ComparedDirector who is also based in Denver, Colorado. The percentage changes for salary, all other benefits and annual bonus for our corporate employees were determined by dividing the total annual salary in effect at the end of the year, all other benefits and annual bonus compensated during the year by the total number of corporate employees at the end of each financial year. All other benefits included, but were not limited to: gym reimbursements, tax services reimbursements, and parking reimbursements.
​
(2)
Percentage changes for the Executive Director were calculated based on the 2020 Single Figure Total Remuneration Table.
​
(3)
Percentage changes for Non-Executive Directors have been calculated based on the fees paid in cash reflected in the 2020 Single Figure Total Renumeration Table, except for Ms. Mains whose 2019 cash retainer assumes a full year for a like comparison for the purposes of this table. In October 2019, the Board approved an annual compensation package of $225,000 for non-executive directors in 2020, which is unchanged from 2019 except the percentage allocation between the cash retainer and the equity grant of time-based restricted stock units vesting in one year increased to be more weighted to restricted stock units. The number of restricted stock units is not adjusted once awarded, and hence, upon vesting, the value of the restricted stock units may be higher or lower than at the time of the award.
​
(4)
Mr. Neely and Ms. Zhang were appointed to the Board effective on April 1, 2020 and July 1, 2020, respectively.
​
Executive Director (CEO) Pay Ratio
The following table sets forth the ratio of the Executive Director’s total compensation to the median, 25th and 75th percentile of total compensation of his full-time equivalent UK-based employees for financial year 2020. The Executive Director (CEO) single figure used in the calculation of the ratios reflects the 2020 single total figure of remuneration (as disclosed in the Single Figure Total Remuneration Table for the Executive Director table above). The Company was exempt from reporting pay ratio information in respect of all periods prior to financial year 2020.
Financial Year​​Method​​
25th percentile
pay ratio
​​
Median
pay ratio
​​
75th percentile
pay ratio
​
2020​​C​​142 to 1​​110 to 1​​110 to 1​
The calculation methodology used reflects Option C as defined under the relevant regulations. To determine the employees at the three quartiles, the Company reviewed and analyzed salary data for its permanent employees as of January 2, 2021. Given the variance in pay elements by employee, the Company opted for Method C and selected the annual base salary to identify the best equivalents for the UK

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employees, as base salary represents the single largest component of pay for the majority of employees across the business. The Company then excluded employees whose start dates were after financial year 2020 begun, as they were not paid for the full year. Once the employees were identified, the Company included benefits and all other relevant compensation elements and converted to U.S. dollars using the financial year 2020 average exchange rate in order to provide a like comparison to that of the Executive Director. Each employee’s pay and benefits were calculated using each employee’s aggregated remuneration, consistent with Employees

   Chief
Executive
Officer		  Employees(1) 

Salary

   5%   4% 

Taxable benefits

   (65)%   (13)% 

Annual performance bonus awards

   (31)%   (26)% 

(1)

Due to the complexity of our global operations with employees in multiple countries with different currencies, costs of living and work cultures, we selected our corporate employees based in our Denver corporate office and Denver area customer solutions center as the comparator group for the above table. This group of employees is considered an appropriate comparator, as they are compensated in accordance with U.S. customs and standards and participate in similar annual performance award and benefit programs as our Chief Executive Officer who is based in Denver, Colorado. The percentage changes were determined for salary and taxable benefits for our corporate employees by calculating the average amount of salary and taxable benefits per average employee by dividing the total salary and total taxable benefits by the average number of corporate employees for each fiscal year (without adjustment for leavers and joiners). Taxable benefits included, but were not limited to: gym reimbursements, awards not included in the annual bonus policy, wellness incentives, and relocation allowances. To determine the percentage change for the annual performance bonus award, we calculated the average award earned per corporate employee by dividing the total award amount for our annual performance based incentive policy, Gates Global Bonus Policy, by the number of employees that were eligible for a Gates Global Bonus Policy award for each fiscal year.

the Executive Director’s aggregated remuneration. The Company did not make any adjustments or omit any components of pay.

The 2020 total compensation for the 25th, 50th and 75th percentile of U.K. employees are as follows:
Percentile​​Compensation​
25th percentile​​​$21,415​​
Median​​​$27,499​​
75th percentile​​​$27,527​​
Our UK workforce is made up of approximately 600 employees, as compared to approximately 6,500 employees in North America and approximately 14,300 employees globally. Our Executive Director works in North America and his compensation is benchmarked against companies in an industry peer group that are listed on the New York Stock Exchange or NASDAQ, as described under Role of the Peer Group below. With this perspective, the Company believes the median pay ratio for financial year 2020 is consistent with the pay, reward and progression policies for the Company’s UK employees taken as a whole.
Relative Importance of Spend on Pay

During

The table below sets out the qualifying services period,remuneration the Company’s remunerationCompany paid to its employees and distributions made to its shareholders were as follows:

$ millions

Employee remuneration

640.4

Dividends

—  

Share buyback

—  

in the financial year 2020 and financial year 2019.

​​​
2020 financial year
($ millions)
​​
2019 financial year
($ millions)
​
Employee remuneration​​​$739.5​​​​$728.6​​
Dividends​​​​—​​​​​—​​
Share buyback​​​​—​​​​​—​​
Statement of implementationImplementation of remuneration policyRemuneration Policy in 2019

In 2019,2021

For financial year 2021, the Compensation Committee intends to provide remuneration in accordance with the proposedCompany’s previously approved Directors’ Remuneration Policy, set out above to be approved at the AGM. If the Directors’ Remuneration Policy is approved at the AGM, it will takewhich took effect on May 31, 2019.

Executive Director
2021 Long-Term Incentive.   In February 2021, the Compensation Committee recommended and the Board approved a new award (the “2021 LTI”) for financial year 2021 under the 2018 Omnibus Incentive Plan for the Company’s Executive Director. The 20192021 LTI is comprised of 33% time-based vesting RSUs, 33% time-based vesting stock options and 34% PRSUs. Each of the50% PRSUs, 25% RSUs and options25% Options. The RSUs and Options will vest in equal annual installments on the first three anniversaries of the grant date, subject to the Chief Executive Officer’sDirector’s continued employment through the vesting date. The PRSUs will vest upon completion of the three yearthree-year performance period and will be paid out after certification of results by the Compensation Committee. For 20192020 PRSUs, the Compensation CommitteeBoard determined that the PRSUs shall provide that 50% of the award will generally vest if the Company achieves a certain level of Adjusted ROIC and the remaining 50% of the PRSUs will generally vest if the Company achieves certain Relative TSR goals, in each case, measured over a three year performance period. The total number of PRSUs that vest at the end of the performance period will range from 0% to 200% of the target as determined by measuring actual performance over the performance period for Adjusted ROIC and Relative TSR against the performance goals based on apre-established scale. The target total grant date fair value for our Chiefthe Executive Officer’sDirector’s award was $4,500,000$5,444,572 under the 2019 LTI plan.2021 LTI. The award was made based upon internal pay fairness factors, our Chiefthe Executive Officer’s Director’s

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compensation mix and his total direct compensation. The number of target

PRSUs was calculated on the date of grant, February 26, 2021, based on that day’s closing price of Gates ordinary shares on the New York Stock Exchange.

The performance period applyingapplicable to the PRSUs began on December 30, 2018January 3, 2021 and will end on January 1, 2022.December 30, 2023. The performance results will be measured against the specified cumulative Adjusted ROIC and Relative TSR through the period. The target levels for performance basedperformance-based compensation have been omitted from the directors’ remuneration report as such targets are considered commercially sensitive. The target levels will be disclosed in the directors’ remuneration report after the completion of the applicable performance period.

2021 Annual Incentive.   In addition,February 2021, the Compensation Committee determined that the correct measure for the annual bonus scheme should befor financial year 2021, Adjusted EBITDA (50%), Free Cash Flow (30%) and Revenue (20%) should be used as the financial performance measures for 2019 (“Performance Factors”Factors”). The Compensation Committee determined that these Performance Factors wereare critical indicators of the Company’s performance for 20192021 and, when combined, contributedcontribute to sustainable growth. The Compensation Committee set the minimum achievement threshold at 95% of the Performance Factors to achieve a 50% payout of the annual bonus and the target at 105% to achieve a 150% payout of the annual bonus. If achievement with respect to any Performance Factor falls between the threshold and target, or between the target and maximum, earned award amounts for that particular Performance Factor will be interpolated on a straight-line mathematical basis (and rounded to the nearest whole number). The Chief Executive Officer’sDirector’s target bonus in 20192021 is $1,583,625.
2021 Salary.   In February 2021, the Compensation Committee increased the Executive Director’s base salary by 2.5%, to $1,055,750.
For additional information on the Company’s Long-Term Incentive, Annual Incentive and Base Salary, please see Elements of Compensation in the proxy statement. Other than as stated above, no other changes are anticipated in 2021 with respect to the compensation of the Executive Director.
Non-Executive Directors
2021 Remuneration.   The compensation program for the other Non-Executive Directors will remain the same in 2021 as it was in 2020. On February 26, 2021, the Board approved an annual total compensation package of $225,000, which will be $1.5 million.

allocated with approximately 45% as a cash retainer and 55% as an equity grant of time-based vesting restricted stock units vesting in one year. The number of time-based vesting restricted stock units was calculated on that date, based on the closing price of Gates ordinary shares on the New York Stock Exchange.

Consideration by the Directors of matters relatingMatters Relating to Directors’ compensation

Compensation

The Compensation Committee provides assistance to ourthe Board for oversight of the compensation program for our Chiefthe Executive Officer. OurDirector. The Board has historically taken into account multiple factors, such as considering the responsibilities, performance, contributions and experience of our Chiefthe Executive OfficerDirector and his compensation in relation to other employees and other roles.

The BoardCompensation Committee annually reviews our Chiefthe Executive Officer’sDirector’s performance, base salary, annual incentive target opportunity and outstanding long-term incentive awards and approves, or recommends to the Board for approval, any changes to the Chief Executive Officer’sDirector’s compensation package in light of such review. Our ChiefThe Executive OfficerDirector does not participate in deliberations regarding his own compensation.

Pay recommendations for ourthe Company’s high level executives,executive officers, including our Chiefthe Executive Officer,Director, are made by the Compensation Committee at its second scheduled meeting of the fiscal year, typically held in February aroundafter the same time we report ourCompany reports its fourth quarter andyear-end financial results for the preceding fiscal year (the “February meeting”). This timing allows the Compensation Committee to have a complete financial performance picture prior to making compensation decisions.

Compensation decisions with respect to prior year performance, as well as annual equity awards and target performance levels under ourthe incentive planplans for the current year, are typically made at this February meeting. AnyAnnual equity awards to the Company’s executive officers, including the Executive Director, are

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recommended by the Compensation Committee at this meeting areand reviewed by the Board and, if approved by the Board, are dated on the date of thesuch Board meeting held later that day or the following day. Theapproval. An exception to this process is grantsgranted to executives who are promoted or hired from outside the Company during the year. These executives may receive compensation changes or equity grants effective or dated, as applicable, as of the date of their promotion, hiring date, or other Board approval date.

We have retained

Compensation Consultant. The Compensation Committee retains an independent compensation consultant the (the “Consultant”) to support the oversight and management of ourthe Company’s executive compensation program. The Consultant has not provided the Company with anyservices other services.

In financial period 2018,than as described herein. The Compensation Committee retains sole authority to hire or terminate the Consultant, performed a varietyapprove its compensation, determine the nature and scope of work, including but not limited to: attendingservices, and evaluate performance. The Company selected Aon plc as the Consultant prior to its initial public offering in 2018 and reviews the Consultant’s independence and engagement annually. A representative of the Consultant attends Compensation Committee meetings, as requested, and preparing materials and analysis for any program changes; communicates with the Compensation Committee Chair between meetings. The Compensation Committee makes all final decisions. The Consultant’s specific roles include, but are not limited to:

•
advising the

Compensation Committee on executive compensation trends and regulatory developments; providing a comprehensive risk assessment of our compensation programs; reviewing our peer group;

​
•
providing a total compensation study to assistfor executives against the companies in comparing our compensation program againstthe peer companies’ programs; group and recommendations for executive pay;
​
•
providing advice to the Compensation Committee on governance best practices, as well as any other areas of concern or risk;
​
•
serving as a resource to the Compensation Committee Chair for meeting agendas and supporting materials in advance of each meeting;
​
•
reviewing and commenting on proxy statement disclosure items, including preparation of the Compensation Discussion and Analysis; CD&A;
​
•
performing an annual compensation risk assessment;
​
•
advising the Compensation Committee on executive and directors’management’s pay recommendations; and
​
•
from time to time, reviewing and providing advice and guidance on new performance-based restricted stock unit documentation. The aggregate fees paidcompensation recommendations for non-employee directors to the Nominating and Governance Committee.
​
The Company paid approximately $148,000 in aggregate to the Consultant and its affiliates for its work during financial period 2018 was $242,163.08.

year 2020. In addition, the Company paid approximately $10,000 to the Consultant and its affiliates for other services. The Company did not pay any other fees to the Consultant or its affiliates.

The Compensation Committee has assessed the independence of the Consultant as required by the New York Stock Exchange rules. The Compensation Committee reviewed its relationship with the Consultant and considered all relevant factors, including those set forth in Rule10C-1(b)(4)(i) through (vi) under the Securities Exchange Act of 1934, as amended from time to time. Based on this review, the Compensation Committee concluded that the Consultant is independent and there are no conflicts of interest raised by the work performed by the Consultant.

Role of the Peer Group. Additionally, in 2017,Group. The Compensation Committee, with the help of the Consultant, performed a competitive pay study to assist the Compensation Committee in itsconducts an annual review and evaluation of executive and director compensation. The Consultant developed, andcompensation in comparison to an industry peer group. In establishing the industry peer group, the Compensation Committee approved, a peer group of fifteentargets approximately 15-20 companies based on the following selection criteria:

•

publicly-traded companies within similar GICSGlobal Industry Classification Standard (“GICS”) code classifications;

​

•
peer companies used by the potential peer companies (peers of peers) within the similar GICS codes;

management and Board recommendations;

​

•

peer companies used by proxy advisory firm Institutional Shareholder Services Inc. (“ISS”) in 2019;
​
•
companies with annual revenues of approximately 0.4x to 3x Gates’ annual revenues; and

​

•
companies with enterprise values of approximately 0.2x to 5x Gates’ expected total enterprise value.

​

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The peer group usedthe Compensation Committee selected to assist with financial period 2018Fiscal 2020 compensation decisions is unchanged from financial year 2019 and consisted of the following companies:

Peer Group

Actuant CorporationFlowserve CorporationNordson Corporation
AMTEK, Inc.Franklin Electric Co.Regal Beloit Corporation
Colfax CorporationGraco, Inc.Rexnord Corporation
Donaldson Company, Inc.IDEX CorporationSPX Corporation
EnPro Industries, Inc.Lincoln Electric HoldingsThe Timken Company

companies in the GICS Industrials Sector and Capital Goods Industry Group:

•
AMTEK, Inc.
​
•
Colfax Corporation
​
•
Crane Co.
​
•
Donaldson Company, Inc.
​
•
Flowserve Corporation
​
•
Gardner Denver Holdings, Inc. (now Ingersoll Rand Inc., following a merger during 2020)
​
•
Graco Inc.
​
•
IDEX Corporation
​
•
Lincoln Electric Holdings, Inc.
​
•
Nordson Corporation
​
•
Pentair plc
​
•
Regal Beloit Corporation
​
•
Rexnord Corporation
​
•
SPX Corporation
​
•
The Timken Company
​
•
Xylem Inc.
​
The Compensation Committee uses competitive compensation data from the annual total compensation study of peer companies to inform its decisions about overall compensation opportunities and specific compensation elements. Additionally, the Compensation Committee uses multiple reference points when establishing targeted compensation levels. The Compensation Committee uses the competitive 50th percentile for targeted total compensation as a guide, but does not benchmark specific compensation elements or total compensation to any specific percentile relative to the peer companies or the broader U.S. market. Instead, the Compensation Committee applies judgment and discretion in establishing targeted pay levels, taking into account not only competitive market data, but also factors such as Company, business and individual performance, scope of responsibility, critical needs and skill sets, leadership potential and succession planning.
For the fiscal year ended January 1, 2022 (“Fiscal 2021”), the Compensation Committee, in consultation with the Consultant, maintained the current selection criteria used in Fiscal 2020 for selecting the peer group. Based on that criteria, one new company, Dover Corporation, was added to the peer group for Fiscal 2021 compensation decisions.
Consideration of Shareholder Views
At the 2020 AGM, the shareholders approved the Company’s annual remuneration report (as required under the Companies Act) and the compensation of its Named Executive Officers, which includes the Executive Director (on an advisory basis, pursuant to applicable SEC regulations). The voting results were as follows:
Resolution:   To approve, on an advisory basis, named executive officer compensation:
Votes For​​% of Total​​Votes Against​​% of Total​​Votes Abstain​​% of Total​
286,016,539​​​​99.82%​​​​​382,213​​​​​0.13%​​​​​136,350​​​​​0.05%​​
Resolution:   To approve, on an advisory basis, the Company’s directors’ remuneration report (excluding the Company’s directors’ remuneration policy) in accordance with the requirements of the Companies Act.

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Votes For​​% of Total​​Votes Against​​% of Total​​Votes Abstain​​% of Total​
286,034,694​​​​99.83%​​​​​359,283​​​​​0.13%​​​​​141,125​​​​​0.05%​​
In light of the voting results on these resolutions and based on the Company’s compensation philosophy and objectives, the Compensation Committee is maintaining its overall compensation program for the Executive Director and the Non-Executive Directors, with certain modifications as described in the Company’s CD&A in the proxy statement.
The Directors’ Remuneration Report was approved by the Board and authorized for issue on April 5, 2019. It was signed on its behalf by:

LOGO
Ivo Jurek
Director and Chief Executive Officer

[MISSING IMAGE: sg_ivojurek-k.jpg]

Ivo Jurek
Director and Chief Executive Officer

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TABLE OF CONTENTSAPPENDIX B

THE COMPANIES ACT 2006

PUBLIC COMPANY LIMITED

[MISSING IMAGE: tm212567d1-prxy_votebw.jpg]
GATES INDUSTRIAL CORP PLC 1144 FIFTEENTH ST.SUITE 1400 DENVER, CO 80202VOTE BY SHARES

ARTICLESINTERNETBefore The Meeting - Go to www.proxyvote.comUse the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.During The Meeting - Go to www.virtualshareholdermeeting.com/GTES2021You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions.VOTE BY PHONE - 1-800-690-6903Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.VOTE BY MAILMark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:D53730-P52027KEEP THIS PORTION FOR YOUR RECORDSTHIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.DETACH AND RETURN THIS PORTION ONLYGATES INDUSTRIAL CORP PLCBoard of Directors recommends a vote For each of the nominees listed in proposal 1 and for each of proposals 2, 3, 4, 5 and 6.1.Election of Directors: Nominees: 1a. James W. Ireland, III 1b. Ivo Jurek 1c. Julia C. Kahr 1d. Terry Klebe 1e. Stephanie K. Mains 1f. Wilson S. Neely 1g. Neil P. Simpkins 1h. Alicia Tillman 1i. Molly P. Zhang For Against Abstain! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !2.To approve, in a non-binding advisory vote, the compensation of the Company's named executive officers. 3.To approve, on an advisory basis, the Directors' Remuneration Report in accordance with the requirements of the U.K. Companies Act 2006. 4.To ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the year ending January 1, 2022. 5.To re-appoint Deloitte LLP as the Company's U.K. statutory auditor under the U.K. Companies Act 2006. 6.To authorize the Audit Committee of the Board of Directors to determine the remuneration of Deloitte LLP in its capacity as the Company's U.K. statutory auditor. To ATTEND the virtual Annual Meeting, please visitwww.virtualshareholdermeeting.com/GTES2021. There will be no physical meeting location.Regardless of whether you plan to attend, we encourage you to vote your shares as promptly as possible.For Against Abstain! ! !! ! !! ! !! ! !! ! !Please sign exactly as name(s) appear(s) hereon. Joint owners should each sign. When signing as attorney, executor, administrator, or other fiduciary, please give full title. Corporations should provide the full name of the corporation and title of the authorized officer signing the proxy.Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date

TABLE OF ASSOCIATION

CONTENTS

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Important Notice Regarding the Availability of

Proxy Materials for theAnnual General Meeting of Shareholders:The Notice, Proxy Statement and 2020 Annual Report are available at www.proxyvote.com.D53731-P52027Annual General Meeting of Shareholders of Gates Industrial Corporation plc

Company number: 10980824

As at [            ] 2019

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TablePlc to be held on Thursday June 17, 2021for Shareholders as of Contents

Page

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B-1

1

PreliminaryB-5

2

InterpretationB-5

3

Liability of membersB-8

4

Change of nameB-8

SHARE CAPITAL

B-8

5

AllotmentApril 23, 2021This proxy is being solicited on behalf of the Board of DirectorsThe undersigned hereby appoints Ivo Jurek, Chief Executive Officer and Chairman of the Annual Meeting, L. Brooks Mallard, Chief Financial Officer, and Cristin Bracken, Chief Legal Officer, and each of them, as proxies for the undersigned, with full power of substitution and hereby authorizes them, and each of them, to vote all the ordinary shares and special rightsB-8

6

Commissions on issue of sharesB-9

7

Reduction of capitalB-9

8

Fractions arising on consolidation or subdivisionB-9

9

Capitalization of profits and reservesB-10

10

Trusts not recognizedB-10

SHARE CERTIFICATES

B-11

11

Issue of share certificatesB-11

12

Form of share certificateB-11

13

Replacement of share certificatesB-11

14

Consolidated and balance share certificatesB-12

SHARES NOT HELD IN CERTIFICATED FORM

B-12

15

UncertIficated sharesB-12
CALLS ON SHARESB-13

16

Sums due on sharesB-13

17

Power to differentiate between holdersB-13

18

CallsB-13

19

Liability for callsB-14

20

Interest on overdue amountsB-14

21

Payment of calls in advanceB-14
FORFEITURE AND LIENB-14

22

Notice on failure to pay a callB-14

23

Forfeiture for non-complianceB-15

24

Disposal of forfeited sharesB-15

25

Holder to remain liable despite forfeitureB-15

26

Lien on partly-paid sharesB-16

27

Sale of shares subject to lienB-16

28

Evidence of forfeitureB-17

VARIATION OF RIGHTS

B-17

29

Manner of variation of rightsB-17

30

Matters not constituting variation of rightsB-17

TRANSFER OF SHARES

B-18

31

Form of transferB-18

32

Right to refuse registrationB-18

33

No fee on registrationB-19

TRANSMISSION OF SHARES

B-19

34

Persons entitled to shares on deathB-19

35

Election by persons entitled by transmissionB-19

36

Rights of persons entitled by transmissionB-19

37

Prior notices bindingB-20

UNTRACED SHAREHOLDERS

B-20

38

Untraced shareholdersB-20

GENERAL MEETINGS

B-21

39

Annual General MeetingsB-21

40

Convening of General MeetingsB-21

NOTICE OF GENERAL MEETINGS

B-21

41

Length and form of noticeB-21

PROCEEDINGS AT GENERAL MEETINGS

B-22

42

ChairpersonB-22

43

Requirement for QuorumB-22

44

AdjournmentB-23

45

Notice of adjourned meetingB-23

46

Amendments to resolutionsB-23

47

Security arrangements and orderly conductB-24

48

Satellite meeting placesB-24

48A

Electronic meetingsB-25

POLLS

B-25

49

Demand for pollB-25

50

Procedure on a pollB-26

51

Timing of pollB-26

VOTES OF MEMBERS

B-26

52

Votes attaching to sharesB-26

53

Votes of joint holdersB-27

54

Validity and result of voteB-27

PROXIES AND CORPORATE REPRESENTATIVES

B-27

55

Appointment of proxiesB-27

56

Multiple ProxiesB-27

57

Form of proxyB-28

58

Deposit of form of proxyB-28

59

Rights of proxyB-29

60

Termination of proxy’s authorityB-29

61

Corporations acting by representativesB-29

DEFAULT SHARES

B-29

62

Restriction on voting in particular circumstancesB-29

DIRECTORS

B-31

63

Number of DirectorsB-31

64

Share qualificationB-31

65

Remuneration of DirectorsB-31

66

Directors’ expensesB-31

67

Directors’ pensions and other benefitsB-31

68

Appointment of executive Directors and ChairpersonB-31

69

Powers of executive DirectorsB-31

APPOINTMENT AND RETIREMENT OF DIRECTORS

B-32

70

Methods of appointing DirectorsB-32

71

Retirement at Annual General MeetingsB-33

72

Termination of officeB-34

73

Removal of Director by resolution of CompanyB-34

MEETINGS AND PROCEEDINGS OF DIRECTORS

B-34

74

Convening of meetings of DirectorsB-34

75

QuorumB-35

76

ChairpersonB-35

77

Number of Directors below minimumB-35

78

Directors’ written resolutionsB-35

79

Validity of proceedingsB-36

DIRECTORS’ INTERESTS

B-36

80

Authorization of Directors’ interestsB-36

81

Permitted InterestsB-36

82

Investor DirectorsB-38

83

Restrictions on quorum and votingB-38

84

Confidential InformationB-40

85

Directors’ interests—generalB-40

POWERS OF DIRECTORS

B-40

86

General powersB-40

87

Provision for employees on cessation or transfer of businessB-41

88

Bank mandatesB-41

89

BorrowingB-41

DELEGATION OF POWERS

B-41

90

Appointment and constitution of committeesB-41

91

Local boards and managersB-41

92

Appointment of attorneyB-42

93

Alternate DirectorsB-42

SECRETARY

B-43

94

SecretaryB-43

95

The SealB-43

AUTHENTICATION OF DOCUMENTS

B-43

97

Authentication of documentsB-43

OVERSEAS BRANCH

B-44

98

Overseas branchB-44

DIVIDENDS

B-44

99

Declaration of final dividendsB-44

100

Fixed and interim dividendsB-44

101

Distribution in specieB-44

102

Ranking of shares for dividendB-45

103

Manner of payment of dividendsB-45

104

Record date for dividendsB-46

105

No interest on dividendsB-46

106

Retention of dividendsB-46

107

Unclaimed dividendB-46

108

Waiver of dividendB-46

109

Calls or debts may be deductedB-47

SCRIP DIVIDENDS

B-47

110

Scrip dividendsB-47

ACCOUNTS

B-48

111

Accounting recordsB-48

COMMUNICATIONS WITH MEMBERS

B-48

112

Service of noticesB-48

113

Communication with joint holdersB-49

114

Deceased and bankrupt membersB-49

115

Failure to supply addressB-50

116

Suspension of postal servicesB-50

117

Signature or authentication of documents sent by electronic meansB-50

118

Statutory provisions as to noticesB-51

WINDING UP

B-51

119

Directors’ power to petitionB-51

DESTRUCTION OF DOCUMENTS

B-51

120

Destruction of documentsB-51

DIRECTORS’ LIABILITIES

B-52

121

IndemnityB-52

122

InsuranceB-52

123

Defence expenditureB-53

124

ForumB-53

125

Depositary interests other than DTCB-54

The Companies Act 2006

PUBLIC COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

of Gates Industrial Corporation plc

( that the “Company”)

1

PRELIMINARY

Neither the regulations in The Companies (Model Articles) Regulations 2008 nor any other articles or regulations prescribing forms of articles which may apply to companies under the Act or any former enactment relating to companies shall apply to the Company.

2

INTERPRETATION

2.1

In these Articles (if not inconsistent with the subject or context):

“Act” means the Companies Act 2006;

“address” means any address or number (including, in the case of any Uncertificated Proxy Instruction, an identification number of a participant in the relevant system) used for the purposes of sending or receiving notices, documents or information by electronic means and/or by means of a website;

“Affiliate” has the meaning given to it in Rule 12b-2 promulgated under the Exchange Act, as in effect on the date hereof;

“Annual General Meeting” means a General Meeting held as the Company’s annual general meeting in accordance with Section 336 of the Act;

“Beneficially Own” has the meaning given to it in Rule 13d-3 promulgated under the Exchange Act, and “Beneficial Ownership” shall be construed accordingly;

“Board” means the Board of Directors of the Company from time to time;

“clear days” means a period of notice of the specified length excluding the day on which the noticeundersigned is served or deemed to be served and the day for which the notice is given;

“Company Communications Provisions” has the same meaning as in Section 1143 of the Act;

“Depositary” means any depositary, clearing agency, custodian, nominee or similar entity appointed under arrangements entered into by the Company or otherwise approved by the Board that holds, or is interested directly or indirectly, including through a nominee, in, shares, or rights or interests in respect thereof, and which issues certificates, instruments, securities or other documents of title, or maintains accounts, evidencing or recording the entitlement of the holders thereof, or account holders, to or to receive such shares, rights or interests;

“Depositary Interest” means any certificate, instrument, security, depositary receipt, or other document of title issued or created, or interest recorded in an account maintained, by a Depositary to evidence or record the entitlement of the holder, or account holder, to or to receive shares, or rights or interests in respect thereof;

“Depositary Interest Holder” means the holder of a Depositary Interest;

“Directors” means the Directors of the Company;

“DTC” means The Depository Trust Company and any Affiliate or nominee therefore, including Cede & Co, and any successors thereto;

“electronic form” has the same meaning as in section 1168 of the Act;

“electronic General Meeting” means a General Meeting hosted on an electronic platform, whether that General Meeting is physically hosted at a specific location simultaneously or not;

“electronic means” has the same meaning as in section 1168 of the Act;

“electronic platform” means any form of electronic platform and includes, without limitation, website addresses, application technology and conference call systems;

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, as the same may be amended from time to time;

“General Meeting” means any general meeting of the Company, including any General Meeting held as the Company’s Annual General Meeting;

“Group” means the Company and every subsidiary and holding company of the Company and of each such subsidiary and holding company;

“hard copy form” has the same meaning as in section 1168 of the Act;

“holder” means, in relation to shares, the person whose name is entered in the register of members as the holder of the shares;

“holding company” has the meaning given in section 1159 of the Act;

“Investor Designee” has the meaning set given to it in Article 70.3;

“Investor Designator” means the Investor, or any group of Investors collectively, then holding a majority of Ordinary Shares held by all Investors;

“Investor Entities” means the Investors and their Affiliates and their respective successors;

“Investors” means the parties to any shareholders’ agreement in respect of the Company entered into from time to time, and “Investor” means any one of them;

“in writing” means written or produced by any substitute for writing (including anything in electronic form) or partly one and partly another;

“IPO” the underwritten initial public offering by the Company of its Ordinary Shares;

“month” means calendar month;

“Office” means the registered office of the Company for the time being;

“Operator” means the operator of a relevant system (as defined in the Uncertificated Securities Regulations) or the transfer agent of the Company (as applicable);

“Ordinary Shares” means the ordinary shares of $0.01 each in the capital of the Company, and any securities issued in respect thereof, or in substitution therefor, in connection with any share split, dividend or combination, or any reclassification, recapitalization, merger, consolidation or similar transaction;

“paid” means paid or credited as paid;

“participating security” means a share or other security which is permitted to be transferred by means of a relevant system;

“person entitled” in relation to a share means a person entitled to that share by reason of the death or bankruptcy of a member or otherwise by operation of law;

“Pre-IPO Owners” means (a) the Investor Entities and (b) any other holders of Ordinary Shares in issue immediately prior to the closing of the IPO and, in each case, any Affiliate of any such holder that shall become a holder of any Ordinary Shares;

“Register” means the register of members of the Company;

“relevant system” means any computer-based system, and procedures, permitted by the Uncertificated Securities Regulations or other applicable regulations, which enable title to shares or other securities to be evidenced and transferred without a written instrument and which facilitate supplementary and incidental matters;

“Rights” has the meaning given to it in Article 5.1;

“Seal” means the common seal of the Company;

“Secretary” means the secretary of the Company and any person appointed by the Directors to perform any of the duties of the secretary, including a joint, assistant or deputy secretary;

“Securities Seal” means an official seal kept by the Company for sealing securities issued by the Company, or for sealing documents creating or evidencing securities so issued, as permitted by the Act;

“subsidiary” has the meaning given in section 1159 of the Act;

“these Articles” means these Articles of Association as from time to time altered;

“Total Number of Directors” means the total number of Directors from time to time;

“Transfer Office” means the place where the Register is situated for the time being;

“Uncertificated Proxy Instruction” means a properly authenticated dematerialized instruction, and/or other instruction or notification, sent by means of a relevant system to a participant in that system acting on behalf of the Company as the Directors may prescribe, in such form and subject to such terms and conditions as may from time to time be prescribed by the Directors (subject always to the facilities and requirements of the relevant system);

“Uncertificated Securities Regulations” means the Uncertificated Securities Regulations (2001) (as amended);

“United States” means the United States of America;

“Voting Rights” means the voting rights attaching to any shares which are generally exercisable at General Meetings of the Company; and

“year” means calendar year.

2.2

Any reference to issued shares of any class (whether of the Company or of any other company) shall not include any shares of that class held as treasury shares except where the contrary is expressly provided.

2.3

Words denoting the singular shall include the plural and vice versa. Words denoting the masculine shall include the feminine. Words denoting persons shall include bodies corporate and unincorporated associations.

2.4

References to an Article are to a numbered paragraph of these Articles.

2.5

The words “including” and “include” and words of similar effect shall not be deemed to limit the general effect of the words which precede them.

2.6

References to any statute or statutory provision shall be construed as relating to any statutory modification or re-enactment thereof for the time being in force (whether coming into force before or after the adoption of these Articles).

2.7

References to a share (or to a holding of shares) being in certificated or uncertificated form are references, respectively, to that share being a certificated or an uncertificated unit of a security for the purposes of the Uncertificated Securities Regulations.

2.8

Subject to Article 29.2, the provisions of these Articles relating to General Meetings and to the proceedings at such meetings shall apply to separate meetings of a class of shareholders.

2.9

References to a person being present at a General Meeting include a person present by corporate representative.

2.10

Except as provided above, any words or expressions defined in the Act or the Uncertificated Securities Regulations shall (if not inconsistent with the subject or context) bear the same meanings in these Articles.

2.11

A reference to writing or written includes references to any method of representing or reproducing words in a legible and non-transitory form whether sent or supplied in an electronic form or otherwise.

3

LIABILITY OF MEMBERS

The liability of each member is limited to the amount (if any) for the time being unpaid on the shares held by that member.

4

CHANGE OF NAME

The Company may change its name by resolution of the Directors.

SHARE CAPITAL

5

ALLOTMENT OF SHARES AND SPECIAL RIGHTS

5.1

In accordance with section 551 of the Act, the Directors are generally and unconditionally authorized to allot shares in the Company or grant rights to subscribe for or to convert any security into shares in the Company (the “Rights”) up to an aggregate nominal amount of $30,000,000.00, provided that this authority shall, unless renewed, varied or revoked by the Company, expire on the date which is five years from the date of the adoption of these Articles, save that the Company may, before such expiry, make an offer or agreement which would or might require shares to be allotted or Rights to be granted and the Directors may allot shares or grant Rights in pursuance of such offer or agreement notwithstanding that the authority conferred by this resolution has expired.

5.2

The Directors are generally empowered to allot equity securities (as defined in section 560 of the Act) as if section 561(1) of the Act did not apply to any such allotment, provided that this power shall: (i) be limited to the allotment of equity securities up to an aggregate nominal amount of $30,000,000.00; and (ii) unless renewed, varied or revoked by the Company, expire on the date which is five years from the date of the adoption of these Articles, save that the Company may, before such expiry, make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of any such offer or agreement notwithstanding that the power conferred by this resolution has expired.

5.3

The provisions set forth in Articles 5.1 and 5.2 may be renewed at any meeting of the members of the Company.

5.4

Without prejudice to any rights attached to any existing shares and subject to the Act, the Company may issue shares with such rights or restrictions as determined by either the Company by ordinary resolution or, if the Company passes a resolution to so authorize them, the Directors.

5.5

Subject to the Act, these Articles and any resolution of the Company, the Directors may offer, allot (with or without conferring a right of renunciation), grant options over or otherwise deal with or dispose of any shares to such persons, at such times and generally on such terms as the Directors may decide.

5.6

The Company may issue any shares which are to be redeemed, or are liable to be redeemedvote at the option of the Company or the holder, on such terms and in such manner as the Company may determine by ordinary resolution and the Directors may determine the terms, conditions and manner of redemption of any such shares.

6

COMMISSIONS ON ISSUE OF SHARES

The Company may in connection with the issue of any shares or the sale for cash of treasury shares exercise all powers of paying commission and brokerage permitted by the Act. Such payment may be in cash, by allotting fully or partly paid shares or other securities, or partly in one way and partly in the other.

7

REDUCTION OF CAPITAL

The Company may by special resolution reduce its share capital, share premium account, capital redemption reserve or redenomination reserve in any way permitted by the Act.

8

FRACTIONS ARISING ON CONSOLIDATION OR SUBDIVISION

8.1

If, as the result of consolidation, consolidation and division or sub division of shares, members would become entitled to fractions of a share, the Directors may on behalf of the members deal with the fractions as they think fit. Subject to the Act, the Directors may, in effecting divisions and/or consolidations, treat a member’s shares held in certificated form and uncertificated form as separate holdings. In particular, the Directors may:

8.1.1

aggregate fractional entitlements and sell any resulting shares to a person or persons (including, subject to the Act, to the Company) and distribute the net proceeds of sale in due proportion amongst the persons entitled or, if the Directors decide, some or all of the sum raised on a sale may be retained for the benefit of the Company; or

8.1.2

subject to the Act, allot or issue to a member credited as fully paid by way of capitalization the minimum number of shares required to round up his holding of shares to a number which, following consolidation, consolidation and division or sub division, leaves a whole number of shares (such allotment or issue being deemed to have been effected immediately before consolidation, consolidation and division or sub division, as the case may be).

8.2

To give effect to a sale pursuant to Article 8.1.1 above the Directors may arrange for the shares representing the fractions to be entered in the register as certificated shares. The Directors may also authorize a person to transfer the shares to, or to the direction of, the purchaser. The purchaser is not bound to see to the application of the purchase money and the title of the transferee to the shares is not affected by an irregularity or invalidity in the proceedings connected with the sale.

8.3

If shares are allotted or issued pursuant to Article 8.1.2 above, the amount required to pay up those shares may be capitalized as the Directors think fit out of amounts standing to the credit of reserves (including a share premium account, capital redemption reserve and profit and loss account), whether or not available for distribution, and applied in paying up in full the appropriate number of shares. A resolution of the Directors capitalizing part of the reserves has the same effect as if the capitalization had been declared by ordinary resolution of the Company pursuant to Article 9. In relation to the capitalization the Directors may exercise all the powers conferred on it by Article 9 without an ordinary resolution of the Company.

9

CAPITALIZATION OF PROFITS AND RESERVES

9.1

If so authorized by an ordinary resolution, the Directors may:

9.1.1

capitalize any sum standing to the credit of any of the Company’s reserve accounts (including any share premium account, capital redemption reserve or any other reserve or fund (whether or not it is available for distribution)); and

9.1.2

capitalize any sum standing to the credit of the profit and loss account that is not required for payment of any preferential dividend.

9.2

Unless the ordinary resolution passed in accordance with Article 9.1 states otherwise the Directors shall set aside such capitalized sum for the holders of ordinary shares (“entitled members”), in proportion to the number of ordinary shares held by them on the date that the resolution is passed in accordance with Article 9.1 or such other date as set out in or calculated in accordance with such resolution, or in such other proportions as stated, or fixed as stated, in the resolution.

9.3

The Directors may apply such capitalized sum in paying up new ordinary shares (or, subject to any special rights previously conferred on any shares or class of shares, new shares of any other class). The Company shall then allot such shares credited as fully paid to the entitled members or as they may direct. For the purposes of this Article 9.3, unless the ordinary resolution passed in accordance with Article 9.1 provides otherwise, if the Company holds treasury shares on the date determined in accordance with Article 9.3.2,

9.3.1

it shall be treated as an entitled member; and

9.3.2

all ordinary shares held by it as treasury shares shall be included in determining the proportions in which the capitalized sum is set aside.

9.4

To the extent a capitalized sum is appropriated from profits available for distribution it may also be applied:

9.4.1

in or towards paying up any amounts unpaid on existing shares held by the entitled members; or

9.4.2

in paying up new debentures of the Company which are then allotted credited as fully paid to the entitled members or as they may direct; or

9.4.3

a combination of the two.

9.5

The Directors may:

9.5.1

make such provisions as they think fit for any fractional entitlements which might arise on a capitalization (including to disregard fractional entitlements or for the benefit of them to accrue to the Company); and

9.5.2

authorize any person to enter into an agreement with the Company on behalf of all of the entitled members in relation to the issue of shares or debentures pursuant to this Article 9. Any agreement made under such authority shall be binding on the entitled members.

10

TRUSTS NOT RECOGNIZED

Except as required by law and these Articles, the Company is not obliged to recognize any person as holding any share upon any trust nor any other right in respect of any share, except the holder’s absolute right to the share and the rights attaching to it.

SHARE CERTIFICATES

11

ISSUE OF SHARE CERTIFICATES

11.1

The Company shall issue a share certificate to every person whose name is entered in the Register in respect of shares in certificated form, except where the Act allows the Company not to issue a certificate.

11.2

Subject to Article 13, the Company shall issue share certificates without charge.

11.3

The Company shall issue certificates within the time limit prescribed by the Act or, if earlier, within any time limit specified in the terms of the shares or under which they were issued.

11.4

Where shares are held jointly by several persons, the Company is not required to issue more than one certificate in respect of those shares, and delivery of a certificate to one joint holder shall be sufficient delivery to them all.

11.5

Each certificate must be in respect of one class of shares only. If a member holds more than one class of shares, separate certificates must be issued to that member in respect of each class.

11.6

Every share certificate sent in accordance with these Articles will be sent at the risk of the member or other person entitled to the certificate. The Company will not be responsible for any share certificate lost or delayed in the course of delivery.

12

FORM OF SHARE CERTIFICATE

12.1

Every share certificate shall be executed by the Company by affixing the Seal or the Securities Seal (or, in the case of shares on a branch register, an official seal for use in the relevant territory) or otherwise in any manner permitted by the Act.

12.2

Notwithstanding the foregoing, any signatures on any share certificates need not be autographic but may be applied to the certificates by some electronic, mechanical or other means or may be printed on them.

12.3

Every share certificate shall specify the number and class of shares to which it relates, the nominal value of those shares, the amount paid up on them and any distinguishing numbers assigned to them.

13

REPLACEMENT OF SHARE CERTIFICATES

13.1

A member who has separate certificates in respect of shares of one class may request in writing that it be replaced with a consolidated certificate. The Company may comply with such request at its discretion.

13.2

A member who has a consolidated share certificate may request in writing that it be replaced with two or more separate certificates representing the shares in such proportions as the member may specify. The Company may comply with such request at its discretion.

13.3

If a share certificate is damaged or defaced or alleged to have been lost, stolen or destroyed, the member shall be issued a new certificate representing the same shares upon request.

13.4

No new certificate will be issued pursuant to this Article 13 unless the relevant member has:

13.4.1

first delivered the old certificate or certificates to the Company for cancellation; or

13.4.2

complied with such conditions as to evidence and indemnity as the Directors may think fit; and

13.4.3

paid such reasonable fee as the Directors may decide.

13.5

In the case of shares held jointly by several persons, any request pursuant to this Article 13 may be made by any one of the joint holders.

14

CONSOLIDATED AND BALANCE SHARE CERTIFICATES

14.1

If a member’s holding of shares of a particular class increases, the Company must issue that member with either:

14.1.1

a consolidated certificate in respect of all of the shares of that class held by that member; or

14.1.2

a separate certificate in respect of only the number of shares of that class by which that members holding has increased.

14.2

If only some of the shares comprised in a share certificate are transferred, or the member’s holding of those shares is otherwise reduced, the Company shall issue a new certificate for the balance of such shares.

14.3

No new certificate will be issued pursuant to this Article 14 unless the relevant member has:

14.3.1

first delivered any old certificate or certificates that represent any of the same shares to the Company for cancellation; or

14.3.2

complied with such conditions as to evidence and indemnity as the Directors may think fit and paid such reasonable fee as the Directors may decide.

SHARES NOT HELD IN CERTIFICATED FORM

15

UNCERTIFICATED SHARES

15.1

In this Article 15, the “relevant rules” means:

15.1.1

any applicable provision of the Act and the Uncertificated Securities Regulations about the holding, evidencing of title to, or transfer of shares other than in certificated form; and

15.1.2

any applicable legislation, rules or other arrangements made under or by virtue of such provision.

15.2

The provisions of this Article 15 have effect subject to the relevant rules. To the extent any provision of these Articles is inconsistent with the applicable relevant rules it must be disregarded.

15.3

Any share or class of shares of the Company may be issued or held on such terms, or in such a way, that:

15.3.1

title to it or them is not, or must not be, evidenced by a certificate; or

15.3.2

it or they may or must be transferred wholly or partly without a certificate.

15.4

The Directors have power to take such steps as they think fit in relation to:

15.4.1

the evidencing of and transfer of title to uncertificated shares (including in connection with the issue of such shares);

15.4.2

any records relating to the holding of uncertificated shares;

15.4.3

the conversion of certificated shares into uncertificated shares; or

15.4.4

the conversion of uncertificated shares into certificated shares.

15.5

The Company may by notice in writing to the holder of a share require that share:

15.5.1

if it is uncertificated, to be converted into certificated form; or

15.5.2

if it is certificated, to be converted into uncertificated form,

to enable it to be dealt with in accordance with the Articles.

15.6

If:

15.6.1

the Articles give the Directors power to take action, or require other persons to take action, in order to sell, transfer or otherwise dispose of shares; and

15.6.2

uncertificated shares are subject to that power, but the power is expressed in terms which assume the use of a certificate or other written instrument,

the Directors may take such action as is necessary or expedient to achieve the same results when exercising that power in relation to uncertificated shares.

15.7

The Directors may take such action as they consider appropriate to achieve the sale, transfer, disposal, forfeiture, re-allotment or surrender of an uncertificated share or otherwise to enforce a lien in respect of it. This may include converting such share to certificated form.

15.8

Unless the Directors resolve otherwise, shares which a member holds in uncertificated form must be treated as separate holdings from any shares which that member holds in certificated form.

15.9

A class of shares must not be treated as two classes simply because some shares of that class are held in certificated form and others are held in uncertificated form.

15.10

The Company may be entitled to assume that entries on any record of securities maintained by it in accordance with the Uncertificated Securities Regulations and regularly reconciled with the relevant Operator register of securities are a complete and accurate reproduction of the particulars entered in the Operator register of securities, and shall accordingly not be liable in respect of any act or thing done or omitted to be done by or on behalf of the Company in reliance on such assumption. Any provision of these Articles which requires or envisages that action will be taken in reliance on information contained in the Register shall be construed to permit that action to be taken in reliance on information contained in any relevant record of securities (as so maintained and reconciled).

CALLS ON SHARES

16

SUMS DUE ON SHARES

16.1

For the purposes of these Articles, any sum (whether on account of the nominal value of the share or by way of premium) which by the terms of allotment of a share becomes payable upon allotment, or at any fixed date, shall be deemed to be a call duly made and payable on the date on which it is payable.

16.2

In case of non-payment, all the relevant provisions of these Articles as to payment of interest and expenses, forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call duly made and notified.

17

POWER TO DIFFERENTIATE BETWEEN HOLDERS

On the allotment of shares, the Directors may provide that the amount of calls to be paid on those shares and the times of payment are different for different holders of those shares.

18

CALLS

18.1

Subject to the terms of allotment of the shares, the Directors may make a “call” by requiring a member to pay to the Company any money that is payable on the shares such member holds as at the date of the call.

18.2

A call shall be deemed to have been made at the time when the resolution of the Directors authorizing the call was passed.

18.3

Notice in writing of a call must be given to the relevant member and may specify the time or times and place where payment is required to be made.

18.4

A call may be made payable by instalments.

18.5

A member must pay to the Company the amount called on such member’s shares at the time or times and place specified, but is not required to do so until fourteen days have passed since the notice of call was sent.

18.6

A call may be wholly or partly revoked or postponed at any time before payment of it is made, as the Directors may decide.

19

LIABILITY FOR CALLS

19.1

The joint holders of a share shall be jointly and severally liable to pay all calls in respect of such share.

19.2

A person on whom a call is made remains liable for the call notwithstanding the subsequent transfer of the shares in respect of which the call was made.

20

INTEREST ON OVERDUE AMOUNTS

20.1

If a sum called in respect of a share is not paid by the time it is due for payment, the member from whom the sum is due shall pay interest on the sum from the time payment was due to the time of actual payment at such rate (not exceeding fifteen per cent per annum) as the Directors decide.

20.2

The Directors may waive payment of such interest wholly or in part at their discretion.

21

PAYMENT OF CALLS IN ADVANCE

21.1

Any member may pay to the Company all or any part of the amount (whether on account of the nominal value of the shares or by way of premium) uncalled and unpaid upon the shares held by such member. The Directors may accept or refuse such payment, as they think fit.

21.2

Any payment in advance of calls shall, to the extent of such payment, extinguish the liability upon the shares in respect of which it is made.

21.3

The Company may pay interest upon the money so received (until the same would but for such advance become payable) at such rate as the member paying such sum and the Directors may agree.

FORFEITURE AND LIEN

22

NOTICE ON FAILURE TO PAY A CALL

22.1

If a member fails to pay in full any call or instalment of a call on or before the due date for payment, the Directors may at any time serve a notice in writing on such member requiring payment of:

22.1.1

so much of the call or instalment as is due but unpaid;

22.1.2

any interest which may have accrued on the unpaid amount; and

22.1.3

any expenses incurred by the Company by reason of such non-payment.

22.2

The notice shall state:

22.2.1

a date (not being less than seven days from the date of service of the notice) on or before which the payment is to be made;

22.2.2

the place where the payment is to be made; and

22.2.3

that in the event of non-payment the shares on which the call has been made will be liable to be forfeited.

23

FORFEITURE FOR NON-COMPLIANCE

23.1

If the requirements of any notice given pursuant to Article 22 are not complied with and all calls and interest and expenses due in respect of such share remain unpaid, any share in respect of which such notice has been given may be forfeited by a resolution of the Directors to that effect.

23.2

Such forfeiture shall include all dividends declared in respect of the forfeited share and not actually paid before forfeiture.

23.3

Where for the purposes of its disposal a forfeited share is to be transferred to any person:

23.3.1

in the case of a share in certificated form, the directors may authorize any person to execute an instrument of transfer and take such other steps (including the giving of directions to or on behalf of the holder, who shall be bound by them) as they think fit to effect the transfer; and

23.3.2

in the case of a share in uncertificated form, the directors may:

23.3.2.1

to enable the Company to deal with the share in accordance with the provisions of this article, require or procure any relevant person or the Operator (as applicable) to convert the share into certificated form; and

23.3.2.2

after such conversion, authorize any person to execute an instrument of transfer and take such other steps (including the giving of directions to or on behalf of the holder, who shall be bound by them) as they think fit to effect the transfer.

24

DISPOSAL OF FORFEITED SHARES

24.1

A share forfeited or surrendered shall become the property of the Company and may be sold, re-allotted or otherwise disposed of to any person (including the person who was before such forfeiture or surrender the holder of that share or entitled to it) on such terms and in such manner as the Directors shall think fit.

24.2

At any time before a sale, re-allotment or disposal, the forfeiture or surrender may be cancelled (and any expenses in respect of the share waived) on such terms as the Directors think fit.

24.3

The Directors may authorize any person to transfer a forfeited or surrendered share pursuant to this Article 24.

25

HOLDER TO REMAIN LIABLE DESPITE FORFEITURE

25.1

A person whose shares have been forfeited or surrendered shall:

25.1.1

cease to be a member in respect of those shares;

25.1.2

in the case of shares held in certificated form, surrender to the Company for cancellation the certificate for such shares; and

25.1.3

remain liable to pay to the Company all moneys which at the date of forfeiture or surrender were payable by such person to the Company in respect of the shares together with interest on such sum at a rate of fifteen per cent per annum (or such lower rate as the Directors may decide) from the date of forfeiture or surrender until the date of actual payment.

25.2

The Directors may at their absolute discretion enforce payment without any allowance for the value of the shares at the time of forfeiture or surrender or for any consideration received on their disposal. They may also waive payment in whole or in part.

26

LIEN ON PARTLY-PAID SHARES

26.1

The Company shall have a lien on every share that is not fully-paid for all moneys in respect of the share’s nominal value, or any premium at which it was issued, that have not been paid to the Company and are payable immediately or at a fixed time in the future, whether or not a call has been made on such sums.

26.2

The Company’s lien over a share takes priority over the rights of any third party and extends to any dividends or other sums payable by the Company in respect of that share (including any sale proceeds if that share is sold by the Company pursuant to these Articles).

26.3

The Directors may waive any lien which has arisen and may resolve that any share shall be exempt wholly or partially from the provisions of this Article 26 for such period as the Directors decide.

27

SALE OF SHARES SUBJECT TO LIEN

27.1

The Company may sell, in such manner as the Directors decide, any share in respect of which an enforcement notice has been given if that notice has not been complied with.

27.2

An enforcement notice:

27.2.1

may only be given if a sum in respect of which the lien exists is due and has not been paid;

27.2.2

must specify the share concerned;

27.2.3

must require payment of the sum due on a date not less than fourteen days from the date of the notice;

27.2.4

must be in writing and addressed to the holder of, or person entitled to, that share; and

27.2.5

must give notice of the Company’s intention to sell the share if the notice is not complied with.

27.3

Where for the purposes of its sale the said share is to be transferred to any person:

27.3.1

in the case of a share in certificated form, the Directors may authorize any person to execute an instrument of transfer and take such other steps (including the giving of directions to or on behalf of the holder, who shall be bound by them) as they think fit to effect the transfer; and

27.3.2

in the case of a share in uncertificated form, the Directors may:

(i)

to enable the Company to deal with the share in accordance with the provisions of this article, require or procure any relevant person or the Operator (as applicable) to convert the share into certificated form; and

(ii)

after such conversion, authorize any person to execute an instrument of transfer and take such other steps (including the giving of directions to or on behalf of the holder, who shall be bound by them) as they think fit to effect the transfer.

27.4

The net proceeds of such sale (after payment of the costs of the sale and of enforcing the lien) shall be applied:

27.4.1

first, in or towards payment or satisfaction of the amount in respect of which the lien exists, to the extent that amount was due on the date of the enforcement notice; and

27.4.2

secondly, to the person entitled to the shares immediately prior to the sale, provided that:

(i)

that person has first delivered the certificate or certificates in respect of the shares sold to the Company for cancellation or complied with such conditions as to evidence and indemnity as the Directors may think fit; and

(ii)

the Company shall have a lien over such proceeds (equivalent to that which existed upon the shares prior to the sale) in respect of sums which become or became due after the date of the enforcement notice in respect of the shares sold.

27.5

The transferee of the shares has no obligation to ensure that the purchase money is distributed in accordance with the Articles.

27.6

The transferee’s title to the shares shall not be affected by any irregularity in or invalidity of the forfeiture, surrender or sale proceedings.

28

EVIDENCE OF FORFEITURE

A statutory declaration that the declarant is a Director or the Secretary and that a share has been duly forfeited or surrendered or sold to satisfy a lien of the Company on a date stated in the declaration shall be conclusive evidence of the facts stated in it as against all persons claiming to be entitled to the share. Subject to compliance with any other transfer formalities required by the Articles or by law, such declaration shall constitute a good title to the share.

VARIATION OF RIGHTS

29

MANNER OF VARIATION OF RIGHTS

29.1

Whenever the share capital of the Company is divided into different classes of shares, the special rights attached to any class may be varied or abrogated:

29.1.1

with the consent in writing of the holders of three-quarters in nominal value of the issued shares of that class, excluding any shares held as treasury shares; or

29.1.2

with the sanction of a special resolution passed at a separate meeting of the holders of the shares of that class,

and may be so varied or abrogated either whilst the Company is a going concern or during or in contemplation of a winding-up.

29.2

The provisions of these Articles relating to General Meetings and to the proceedings at such meetings shall apply to separate meetings of a class of shareholders (with only such changes as are necessary), except that:

29.2.1

the necessary quorum at a separate meeting shall be at least two persons, holding or representing by proxy at least one-third in nominal value of the issued shares of the class;

29.2.2

at any adjourned meeting any holder of shares of the class present in person or by proxy shall be a quorum;

29.2.3

any holder of shares of the class present in person or by proxy may demand a poll;

29.2.4

every such holder shall on a poll have one vote for every share of the class held by the holder; and

29.2.5

if a meeting is adjourned for any reason including a lack of quorum, the adjourned meeting may be held less than ten clear days after the original meeting notwithstanding Article 43.2.

29.3

The provisions of this Article 29 shall apply to the variation or abrogation of the special rights attached to some only of the shares of any class as if each group of shares of the class differently treated form a separate class the special rights of which are to be varied.

30

MATTERS NOT CONSTITUTING VARIATION OF RIGHTS

For the avoidance of doubt, the rights attached to a class of shares are not, unless otherwise expressly provided for in the rights attaching to those shares, deemed to be varied by the creation, allotment or issue

of further shares ranking in priority to, pari passu with or subsequent to them or by the purchase or redemption by the Company of its own shares in accordance with the Act.

TRANSFER OF SHARES

31

FORM OF TRANSFER

31.1

All transfers of shares which are in certificated form may be effected by transfer in writing in any usual or common form or in any other form acceptable to the Directors.

31.2

The instrument of transfer shall be signed by or on behalf of the transferor and, if any of the shares are not fully-paid shares, by or on behalf of the transferee.

31.3

The transferor shall remain the holder of the shares concerned until the name of the transferee is entered in the Register in respect of those shares.

31.4

All instruments of transfer which are registered may be retained by the Company.

31.5

Where any class of shares is, for the time being, a participating security, title to shares of that class which are recorded on an Operator register of members as being held in uncertificated form may be transferred by means of the relevant system concerned. The transfer may not be in favour of more than four transferees.

32

RIGHT TO REFUSE REGISTRATION

32.1

The Directors may decline to register any transfer of shares in certificated form unless:

32.1.1

the instrument of transfer is in respect of only one class of share;

32.1.2

the instrument of transfer is lodged at the Transfer Office accompanied by the relevant share certificate(s) or such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer or, if the instrument of transfer is executed by some other person on the transferor’s behalf, the authority of that person to do so;

32.1.3

it is fully paid;

32.1.4

it is for a share upon which the Company has no lien; and

32.1.5

it is duly stamped or duly certificated or otherwise shown to the satisfaction of the Directors to be exempt from stamp duty (if so required).

32.2

The Directors may also refuse to register an allotment or transfer of shares (whether fully paid or not) in favour of more than four persons jointly.

32.3

The directors may refuse to register a transfer of a share in uncertificated form to a person who is to hold it thereafter in certificated form in any case where the Company is entitled to refuse (or is excepted from the requirement) under the Uncertificated Securities Regulations or other applicable regulations to register the transfer.

32.4

When a transfer of shares has been lodged with the Company, the Company must either:

32.4.1

register the transfer, or

32.4.2

give the transferee notice of refusal to register the transfer, together with its reasons for the refusal,

as soon as practicable and in any event within two months after the date on which the transfer is lodged with it.

32.5

If the Directors refuse to register the transfer of a share, they shall as soon as reasonably practicable following the date on which the instrument of transfer was lodged with the Company (in the case of a transfer of a share in certificated form) or the date on which transfer instructions were received by the Company or the Operator (in the case of a transfer of a share in uncertificated form to a person who is to hold it thereafter in certificated form) send to the transferee the notice of refusal, together with their reasons for the refusal, within the time limit prescribed by the Act.

33

NO FEE ON REGISTRATION

No fee will be charged by the Company in respect of the registration of any transfer or other document relating to or affecting the title to any shares or otherwise for making any entry in the Register affecting the title to any shares.

TRANSMISSION OF SHARES

34

PERSONS ENTITLED TO SHARES ON DEATH

34.1

If a member dies the only persons the Company shall recognise as having any title to such member’s interest in the shares shall be:

34.1.1

the survivors or survivor where the deceased was a joint holder; and

34.1.2

executors or administrators of the deceased where the deceased was a sole or only surviving holder.

34.2

Nothing in this Article 34 shall release the estate of a deceased member (whether sole or joint) from any liability in respect of any share held by such member.

35

ELECTION BY PERSONS ENTITLED BY TRANSMISSION

35.1

A person becoming entitled to a share in consequence of the death or bankruptcy of a member or otherwise by operation of law may either:

35.1.1

be registered as holder of the share upon giving to the Company notice in writing to that effect; or

35.1.2

transfer such share to some other person,

upon supplying to the Company such evidence as the Directors may reasonably require showing such person’s title to the share.

35.2

All the limitations, restrictions and provisions of these Articles relating to the right to transfer and the registration of transfers of shares shall apply to any such notice or transfer as if the notice or transfer were a transfer made by the member registered as the holder of any such share.

36

RIGHTS OF PERSONS ENTITLED BY TRANSMISSION

36.1

A person becoming entitled to a share in consequence of the death or bankruptcy of a member or otherwise by operation of law:

36.1.1

subject to Article 36.1.2, shall be entitled to the same dividends and other advantages as a registered holder of the share upon supplying to the Company such evidence as the Directors may reasonably require to show such person’s title to the share; and

36.1.2

shall not be entitled to exercise any right in respect of the share in relation to General Meetings until such person has been registered as a member in respect of the share.

36.2

A person entitled to a share who has elected for that share to be transferred to some other person pursuant to Article 36.1.2 shall cease to be entitled to any rights or advantages in relation to such share upon that other person being registered as the holder of that share.

37

PRIOR NOTICES BINDING

If a notice is given to a member in respect of a share, a person entitled to that share is bound by the notice if it was given to the member before the name of the person entitled was entered into the Register.

UNTRACED SHAREHOLDERS

38

UNTRACED SHAREHOLDERS

38.1

The Company shall be entitled to sell the shares of a member, or a person entitled to those shares, if and provided that:

38.1.1

during the period of twelve years prior to the date of the publication of the advertisements referred to in Article 38.1.2 (or, if published on different dates, the first of them) at least three dividends in respect of the shares have become payable and no dividend in respect of those shares has been claimed;

38.1.2

the Company has inserted advertisements in both (i) a national newspaper in the United States and (ii) a newspaper circulating in the area in which the last known postal address of the member or other address for service notified to the Company is located, giving notice of its intention to sell the shares; and

38.1.3

during the period of three months following the publication of such advertisements the Company has received no communication from such member or person.

38.2

If the Company is entitled to sell any shares pursuant to Article 38.1, it shall do so at the best price reasonably obtainable at the time of sale.

38.3

Where a power of sale is exercisable over a share pursuant to this Article (a “Sale Share”), the Company may at the same time also sell any additional share issued in right of such Sale Share or in right of such an additional share previously so issued provided that the requirements of paragraphs 38.1.1 of this Article (as if the words “during the period of twelve years prior to the date of the publication” were omitted from paragraph 38.1.1 of this Article) shall have been satisfied in relation to the additional share.

38.4

To give effect to any such sale pursuant to this Article:

38.4.1

in the case of a share in certificated form, the directors may authorize any person to execute an instrument of transfer of the share to the purchaser or a person nominated by the purchaser and take such other steps (including the giving of directions to or on behalf of the holder, who shall be bound by them) as it thinks fit to effect the transfer; and

38.4.2

in the case of a share in uncertificated form, the directors may:

38.4.2.1

to enable the Company to deal with the share in accordance with the provisions of this article, require or procure any relevant person or the Operator (as applicable) to convert the share into certificated form; and

38.4.2.2

after such conversion, authorize any person to execute an instrument of transfer of the share to the purchaser or person nominated by the purchaser and take such other steps (including the giving of directions to or on behalf of the holder, who shall be bound by them) as it thinks fit to effect the transfer.

38.5

For the purpose of giving effect to any such sale the Directors may authorize any person to transfer the shares sold to the purchaser or its nominee.

38.6

The transferee’s title to the shares shall not be affected by any irregularity in or invalidity of the sale proceedings.

38.7

The transferee of the shares has no obligation to ensure that the purchase money is distributed in accordance with the Articles.

38.8

The net proceeds of such sale (after payment of the costs of the sale) shall belong to the Company. The Company shall be obliged to account to the former member or other person previously entitled for an amount equal to such proceeds and shall enter the name of such former member or other person in the books of the Company as a creditor for such amount. No trust shall be created in respect of the debt and no interest shall be payable in respect of it. The Company shall not be required to account for any money earned on the net proceeds, which may be employed in the business of the Company or invested in such investments as the Directors may from time to time think fit.

GENERAL MEETINGS

39

ANNUAL GENERAL MEETINGS

The Directors shall convene and the Company shall hold Annual General Meetings in accordance with the Act.An Annual General Meeting shall be held at such location as the Directors think fit.

40

CONVENING OF GENERAL MEETINGS

The Directors shall determine whether a General Meeting isof Shareholders to be held as a physical General Meeting and/virtually at 10:00 A.M. Mountain Time on June 17, 2021, or an electronic General Meeting. The Directors may,whenever and at such location as they think fit, and shall, on requisition in accordance with the Act, proceed to convene a General Meetingwhenever and at such time and place, including on an electronic platform, as they shall determine.

NOTICE OF GENERAL MEETINGS

41

LENGTH AND FORM OF NOTICE

41.1

Notices of General Meetings shall include all information required to be included by the Act.

41.2

An Annual General Meeting shall be called by not less than 21 clear days’ notice. Subject to the Act, all other General Meetings shall be convened by not less than 14 clear days’ notice in writing, subject to compliance with the provisions of section 307A of the Act. Subject to the Act, the notice shall specifywhether the General Meeting shall be a physical General Meeting and/or an electronic General Meeting. The notice shall also specify the time, date and placeof the meeting and the general nature of the business to be dealt with.and/or electronic platform(s) of the General Meeting, which electronic platform(s) may vary from time to time and from meeting to meeting as the Directors, in their sole discretion, see fit.

41.3

A notice calling an Annual General Meeting shall state that the meeting is an annual general meeting and a notice convening a meeting to pass a special resolution shall specify the intention to propose the resolution as such and shall include the text of the resolution. Where the Company has given an electronic address in any notice of meeting, any document or information relating to proceedings at the meeting may be sent be electronic means to that address, subject to any conditions or limitation specified in the relevant notice of meeting.

41.4

Subject to the Act, to the provisions of these Articles and to any restrictions imposed on any shares, notice shall be given to every member and every director. The Company may determine that only those persons entered on the Register at the close of business on a day decided by the Company, such day being no more than twenty-one days before the day that notice of the meeting is sent, shall be entitled to receive such a notice. If a member is added to the Register after the day determined by the Company under this Article, this shall not invalidate the service of the notice, nor entitle such member to receive notice of the meeting.

41.5

For the purposes of determining which persons are entitled to attend or vote at a meeting, and how many votes such persons may cast, the Company must specify in the notice of the meeting a time, which shall not be more than 60 days (or, if less, the maximum period permitted by the Act) nor less than 10 days (or, if the maximum period permitted by the Act is less than 10 days, such date that is the maximum period permitted by the Act) before the date of the holding of such meeting, by which a person must be entered on the Register in order to have the right to attend or vote at the meeting.

41.6

Subject to the Act, if the Directors, in their absolute discretion, consider that it is impractical or unreasonable for any reason to hold a General Meetingat the time or place specified in the notice calling the General Meeting,:

41.6.1

on the date or at the time stated in the notice calling the meeting,

41.6.2

in the case of a physical General Meeting, at the place stated in the notice calling the meeting; or

41.6.3

in the case of an electronic General Meeting, on the electronic platform(s) stated in the notice calling the meeting,

they may move and/any postponement or postpone the General Meeting to another timeand/or place and/or, if applicable, electronic platform(s). Subject to the Act, when a meeting is so moved and/or postponed, notice of the time and placeand/or, if applicable, electronic platform(s) of the moved and/or postponed meeting shall (if practical) be placed in at least two national newspapersadjournment thereof, in the United States. Notice of the business to be transacted at such moved and/or postponed meeting is not required. The Directors must take reasonable steps to ensure that members trying to attend the General Meeting at the original time and/or placeormanner indicated on the original electronic platform(s) are informedreverse side of the new arrangements for the General Meeting. Proxy forms canthis proxy card and in his or her discretion upon such other matters as may be delivered as specified in Article 57. Any postponed and/or moved meeting may also be postponed and/or moved under this Article 41.

PROCEEDINGS AT GENERAL MEETINGS

42

CHAIRPERSON

The Chairperson of the Directors shall preside as Chairperson of any General Meeting at which he/she is present (as long as he/she is willing to do so). If he/she is not present or is unwilling, a Deputy Chairperson, failing whom any Director present and willing to act and, if more than one, chosen by the Directors present atproperly brought before the meeting shall preside as Chairperson. If no Director is present within ten minutes after the time appointed for holding the meeting and willing to act as Chairperson, a member may be elected to be the Chairperson by a resolution of the Company passed at the meeting.

43

REQUIREMENT FOR QUORUM

43.1

No business other than the appointment of a Chairperson shall be transacted at any General Meeting unless a quorum is present at the time when the meeting proceeds to business. A quorum shall be present if members who together represent at least the majority of the voting rights of all the members entitled to vote at the relevant meeting are present in person or by proxy.

43.2

If within five minutes from the time appointed for a General Meeting (or such longer interval as the Chairperson of the meeting may think fit to allow) a quorum is not present, or if during the meeting a quorum ceases to be present, the meeting, if convened on the requisition of members, shall be dissolved or in any other case it shall stand adjourned to such day, time and placeand/or electronic platform(s) as may have been specified for the purpose in the notice convening the meeting or (if not so specified) as the Directors may decide, provided that the adjourned meeting shall be held not less than ten clear days after the original General Meeting.

44

ADJOURNMENT

44.1

The Chairperson of any General Meeting at which a quorum is present may adjourn the meeting if:

44.1.1

the members consent to an adjournment by passing an ordinary resolution;

44.1.2

the Chairperson considers it necessary to restore order or to otherwise facilitate the proper conduct of the meeting; or

44.1.3

the Chairperson considers it necessary for the safety of the people attending the meeting (including if there is insufficient room at the meeting venue to accommodate everyone who wishes to, and is entitled to, attend).

44.2

The Chairperson of any General Meeting at which a quorum is present must adjourn the meeting if requested to do so by the meeting.

44.3

If the Chairperson adjourns a meeting the Chairperson may specify the time and placeand/or electronic platform(s) to which it is adjourned. Where a meeting is adjourned without specifying a new time and placeand/or electronic platform(s), the time and placeand/or electronic platform(s) for the adjourned meeting shall be fixed by the Directors.

44.4

No business shall be transacted at any adjourned meeting except business which might lawfully have been transacted at the meeting from which the adjournment took place.

45

NOTICE OF ADJOURNED MEETING

When a meeting is adjourned for thirty days or more or without specifying a new time, not less than ten clear days’ notice of the adjourned meeting shall be given in accordance with Article 43 (making such alterations as necessary). Otherwise it shall not be necessary to give any such notice.

46

AMENDMENTS TO RESOLUTIONS

46.1

A special resolution to be proposed at a General Meeting may be amended by ordinary resolution provided that no amendment may be made other than an amendment to correct a patent, grammatical or clerical error or as may otherwise be permitted by law.

46.2

An ordinary resolution to be proposed at a General Meeting may be amended by ordinary resolution provided that:

46.2.1

in the opinion of the Chairperson of the meeting the amendment is within the scope of the business of the meeting as described and does not impose further obligations on the Company; and

46.2.2

notice in writing of the proposed amendment is given to the Company by a person entitled to vote at the General Meeting in question at least forty eight hours before the meeting or adjourned meeting (as the case may be) or the Chairperson in his absolute discretion decides that the amendment may be considered or voted on.

46.3

If an amendment is proposed to any resolution under consideration but is in good faith ruled out of order by the Chairperson of the meeting, the proceedings on the substantive resolution shall not be invalidated by any error in such ruling.

47

SECURITY ARRANGEMENTS AND ORDERLY CONDUCT

47.1

The Directors may put in place such arrangements or restrictions as they think fit to ensure the safety and security of the attendees at a General Meeting and the orderly conduct of the meeting, including requiring attendees to submit to searches.

47.2

The Directors may refuse entry to, or remove from, a General Meeting any member, proxy or other person who fails to comply with such arrangements, restrictions or searches.

47.3

The Chairperson of a General Meeting may take such action as the Chairperson thinks fit to maintain the proper and orderly conduct of the meeting.

47.4

At any electronic General Meeting, the Chairperson may make any arrangement and impose any requirement or restriction as is:

47.4.1

necessary to ensure the identification of those taking part and the security of the electronic communication, and

47.4.2

proportionate to those objectives.

In this respect, the Directors are able to authorise any voting application, system or facility for electronic General Meetings as they see fit.

48

SATELLITE MEETING PLACES

48.1

ToWithout prejudice to Article 48A, to facilitate the organization and administration of any General Meeting, the Directors may decide that the meeting shall be held at two or more locations.

48.2

For the purposes of these Articles any General Meeting taking place at two or more locations shall be treated as taking place where the Chairperson of the meeting presides (the “principal meeting place”) and any other location where that meeting takes place is referred to in these Articles as a “satellite meeting”.

48.3

A member present in person or by proxy at a satellite meeting may be counted in the quorum and may exercise all rights that they would have been able to exercise if they were present at the principal meeting place.

48.4

The Directors may make and change from time to time such arrangements as they shall in their absolute discretion consider appropriate to:

48.4.1

ensure that all members and proxies for members wishing to attend the meeting can do so;

48.4.2

ensure that all persons attending the meeting are able to participate in the business of the meeting and to see and hear anyone else addressing the meeting;

48.4.3

ensure the safety of persons attending the meeting and the orderly conduct of the meeting; and

48.4.4

restrict the numbers of members and proxies at any one location to such number as can safely and conveniently be accommodated there.

48.5

The entitlement of any member or proxy to attend a satellite meeting shall be subject to any such arrangements then in force and stated by the notice of meeting or adjourned meeting to apply to the meeting.

48.6

If there is a failure of communication equipment or any other failure in the arrangements for participation in the meeting at more than one place, the Chairperson may adjourn the meeting in accordance with Article 44.1.2. Such an adjournment will not affect the validity of such meeting, or any business conducted at such meeting up to the point of adjournment, or any action taken pursuant to such meeting.

48.7

A person (a “satellite chairperson”) appointed by the Directors shall preside at each satellite meeting. Every satellite chairperson shall carry out all requests made of the satellite chairperson by the Chairperson of the General Meeting, may take such action as the satellite chairperson thinks necessary to maintain the proper and orderly conduct of the satellite meeting and shall have all powers necessary or desirable for such purposes.

48A

ELECTRONIC MEETINGS

(a)

Without prejudice to Article 48, the Directors may resolve to enable persons entitled to attend an electronic General Meeting to do so by simultaneous attendance by electronic means with no member necessarily in physical attendance at the electronic General Meeting. The members or their proxies present shall be counted in the quorum for, and entitled to vote at, the General Meeting in question, and that meeting shall be duly constituted and its proceedings valid if the Chairperson of the General Meeting is satisfied that adequate facilities are available throughout the electronic General Meeting to ensure that members attending the electronic General Meeting who are not present together at the same place may, by electronic means, attend and participate in the business of the General Meeting. Nothing in these Articles prevents a General Meeting being held both physically and electronically.

(b)

If it appears to the Chairperson of the General Meeting that:

(i)

the electronic platform facilities at the principal meeting place or any satellite meeting place, or

(ii)

the electronic platform facilities or security at the electronic General Meeting,

have become inadequate for the purposes referred to in Article 48 or paragraph (a) above, then the Chairperson may, without the consent of the meeting, interrupt or adjourn the General Meeting. All business conducted at that General Meeting up to the time of that adjournment shall be valid. The provisions of Articles 44 and 45 shall apply to that adjournment.

(c)

In relation to an electronic General Meeting, the right of a member to participate in the business of any General Meeting shall include, without limitation, the right to speak, vote on a poll, be represented by a proxy and have access (including electronic access) to all documents which are required by the Act or these Articles to be made available at the meeting.

POLLS

49

DEMAND FOR POLL

49.1

For so long as any shares are held in a settlement system operated by DTC, any resolution put to the vote at agGeneralmMeeting must be decided on a poll.

49.2

All resolutions put to the members at electronic General Meetings shall be voted by poll, which poll votes may be cast by such electronic means as the Directors in their sole discretion deem appropriate for the purposes of the meeting.

49.249.3

Subject to Article 49.1, the Directors may decide in advance of any General Meeting that some or all of the resolutions to be put to the vote at a General Meeting will be decided on a poll.

49.349.4

Ataanyphysical General Meeting any resolution put to the vote shall be decided on a show of hands unless the Directors have decided pursuant to Article49.249.3 (subject always to Article 49.1) that it will be decided on a poll or a poll is (before the resolution is put to the vote on a show of hands, or on the declaration of the result of the show of hands) demanded by:

49.3.149.4.1

the Chairperson of the meeting;

49.3.249.4.2

not less than five members present in person or by proxy and entitled to vote;

49.3.349.4.3

a member or members present in person or by proxy and representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting (excluding the rights attaching to any shares held as treasury shares); or

49.4.149.4.4

a member or members present in person or by proxy and holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the shares conferring that right (excluding any such shares held as treasury shares).

49.449.5

A demand for a poll may be withdrawn before the poll is taken but only with the consent of the Chairperson. A demand so withdrawn shall not be taken to have invalidated the result of a show of hands declared before the demand was made.

49.549.6

Unless a poll is demanded (and the demand is not duly withdrawn), a declaration by the Chairperson that the resolution has been carried, or carried by a particular majority, or lost or not carried by a particular majority, or an entry in respect of such a declaration in minutes of the meeting recorded in accordance with the Act shall be conclusive evidence of the fact without proof of the number or proportion of the rates recorded in favor of or against the resolution.

50

PROCEDURE ON A POLL

50.1

A poll shall be taken in such manner (including by use of ballot or voting papers or electronic means, or any combination of means) as the Chairperson of the meeting may direct.

50.2

The Chairperson of the meeting may appoint scrutineers (who need not be members) and may decide how and when the result of the poll is to be declared.

50.3

The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.

50.4

On a poll, votes may be given either personally or by proxy and a person entitled to more than one vote need not use all his/her votes or cast all the votes he/she uses in the same way.

51

TIMING OF POLL

51.1

A poll demanded on the choice of a Chairperson or on a question of adjournment shall be taken immediately. A poll demanded on any other question shall be taken either immediately or at such subsequent time (not being more than thirty days from the date of the meeting) and place as the Chairperson may direct.

51.2

No notice need be given of a poll not taken immediately if the time and place at which it is to be taken are announced at the meeting at which it is demanded. In any other case, at least seven days’ notice must be given specifying the time and place at which the poll is to be taken.

VOTES OF MEMBERS

52

VOTES ATTACHING TO SHARES

52.1

Subject to Article 41.3 and to any special rights or restrictions as to voting attached by or in accordance with these Articles to any shares or any class of shares:

52.1.1

on a show of handsat a physical General Meeting, every member who is present in person and, subject to Article 52.1.2, every proxy present who has been duly appointed shall have one vote;

52.1.2

on a show of handsat a physical General Meeting, a proxy has one vote for and one vote against the resolution if the proxy has been duly appointed by more than one member entitled to vote on the resolution, and the proxy has been instructed:

(i)

by one or more of those members to vote for the resolution and by one or more other of those members to vote against it; or

(ii)

by one or more of those members to vote either for or against the resolution and by one or more other of those members to use his/her discretion as to how to vote, and

52.1.3

on a poll, every member who is present in person or by proxy shall have one vote for every share of which such member is the holder.

52.2

A proxy shall not be entitled to vote on a show of hands or on a poll where the member appointing the proxy would not have been entitled to vote on the resolution had such member been present in person.

53

VOTES OF JOINT HOLDERS

In the case of joint holders of a share the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority shall be determined by the order in which the names appear in the Register in respect of the share.

54

VALIDITY AND RESULT OF VOTE

54.1

No objection shall be raised as to the qualification of any voter or the admissibility of any vote except at the meeting or adjourned meeting at which the vote is tendered. Every vote not disallowed at such meeting shall be valid for all purposes. Any such objection shall be referred to the Chairperson of the meeting, whose decision shall be final and conclusive.

54.2

On a vote on a resolution at a meeting on a show of hands, a declaration by the Chairperson that the resolution:

54.2.1

has or has not been passed; or

54.2.2

has been passed with a particular majority,

or an entry in respect of such declaration in the minutes of the meeting recorded in accordance with the Act shall be conclusive evidence of that fact without proof of the number or proportion of the votes recorded in favor of or against the resolution. This Article 54 does not have effect if a poll is demanded in respect of the resolution (and the demand is not subsequently withdrawn).

PROXIES AND CORPORATE REPRESENTATIVES

55

APPOINTMENT OF PROXIES

55.1

A member is entitled to appoint a proxy to exercise all or any of such member’s rights to attend and to speak and vote at a General Meeting.

55.2

A proxy need not be a member of the Company.

56

MULTIPLE PROXIES

A member may appoint more than one proxy in relation to a meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by such member.

57

FORM OF PROXY

57.1

The appointment of a proxy must be in writing in any usual or common form or in any other form which the Directors may approve and:

57.1.1

in the case of an individual must either be signed by the appointer or the appointer’s attorney or authenticated in accordance with Article 117; and

57.1.2

in the case of a corporation must be either given under its common seal or be signed on its behalf by an attorney or a duly authorized officer of the corporation or authenticated in accordance with Article 117.

57.2

Any signature on or authentication of such appointment need not be witnessed. Where an appointment of a proxy is signed or authenticated in accordance with Article 117 on behalf of the appointer by an attorney, the Company may treat that appointment as invalid unless the power of attorney or a notarially certified copy of the power of attorney is submitted to the Company.

58

DEPOSIT OF FORM OF PROXY

58.1

The appointment of a proxy must be received in the manner set out in or by way of note to, or in any document accompanying, the notice convening the meeting (or if no address is so specified, at the Transfer Office):

58.1.1

in the case of a meeting or adjourned meeting, not less than forty eight hours (excluding any part of a day that is not a working day) before the commencement of the meeting or adjourned meeting to which it relates;

58.1.2

in the case of a poll taken following the conclusion of a meeting or adjourned meeting, but not more than forty eight hours (excluding any part of a day that is not a working day) after it was demanded, not less than forty eight hours before the commencement of the meeting or adjourned meeting at which the poll was demanded; and

58.1.3

in the case of a poll taken more than forty eight hours (excluding any part of a day that is not a working day) after it was demanded, not less than twenty four hours before the time appointed for the taking of the poll,

and in default shall not be treated as valid.

58.2

In relation to any shares in uncertificated form the Directors may permit a proxy to be appointed by electronic means or by means of a website in the form of an Uncertificated Proxy Instruction and may permit any supplement to, or amendment or revocation of, any Uncertificated Proxy Instruction to be made by a further Uncertificated Proxy Instruction. The Directors may prescribe the method of determining the time at which any Uncertificated Proxy Instruction is to be treated as received by the Company. The Directors may treat any Uncertificated Proxy Instruction purporting or expressed to be sent on behalf of a holder of a share as sufficient evidence of the authority of the person sending the instruction to send it on behalf of that holder.

58.3

Unless the contrary is stated on the proxy form, the appointment of a proxy shall be as valid for any adjournment of a meeting as it is for the meeting to which it relates.

58.4

The Directors may (and shall for so long as any shares are held in a settlement system operated by DTC or if and to the extent that the Company is required to do so by the Act) allow an appointment of proxy to be sent or supplied in electronic form subject to any conditions or limitations as the Directors may specify. Where the Company has given an electronic address in any instrument of proxy or invitation to appoint a proxy, any document or information relating to proxies for the meeting (including any document necessary to show the validity of, or otherwise relating to, an appointment of proxy, or notice of the termination of the authority of a proxy) may be sent by electronic means to that address, subject to any conditions or limitations specified in the relevant notice of meeting.

59

RIGHTS OF PROXY

Subject to the Act, a proxy shall have the right to exercise all or any of the rights of the proxy’s appointor,postponement or (where more than oneadjournment thereof, and revoking any proxy is appointedpreviously given.THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, SHARES WILL BE VOTED IN ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS FOR ALL NOMINEES IN PROPOSAL ONE (FOR ALL NOMINEES 01 THROUGH 09) AND FOR PROPOSALS 2, 3, 4, 5 and 6.All advance votes must be received by a member) all or any of the rights attached to the shares in respect of which such person is appointed the proxy to attend,11:59 PM Eastern Time on June 16, 2021.Continued and to speak and vote, at a General Meeting.

60

TERMINATION OF PROXY’S AUTHORITY

60.1

Neither the death or insanity of a member who has appointed a proxy, nor the revocation or termination by a member of the appointment of a proxy (or of the authority under which the appointment was made), shall invalidate the proxy or the exercise of any of the rights of the proxy, unless notice of such death, insanity, revocation or termination shall have been received by the Company in accordance with Article 60.2.

60.2

Any such notice of death, insanity, revocation or termination must be in writing and be received at the address or one of the addresses (if any) specified for receipt of proxies in, or by way of note to, or in any document accompanying, the notice convening the meeting to which the appointment of the proxy relates (or if no address is so specified, at the Transfer Office), not later than the last time at which an appointment of proxy should have been delivered or received in order to be valid for use at the relevant meeting or adjourned meeting or (in the case of a poll taken otherwise than at the meeting or on the same day as the meeting or adjourned meeting) for use on the holding of a poll at which the vote is cast.

61

CORPORATIONS ACTING BY REPRESENTATIVES

Subject to the Act, any corporation which is a member of the Company may by resolution of its Directors or other governing body authorize a person or persons to act as its representative or representatives at any General Meeting. A Director, the Secretary or another person authorized for the purpose by the Secretary may require a representative to produce a certified copy of the resolution of authorization before permitting him to exercise his powers.

DEFAULT SHARES

62

RESTRICTION ON VOTING IN PARTICULAR CIRCUMSTANCES

62.1

Unless the Directors resolve otherwise, no member shall be entitled in respect of any share held by such member to vote either personally or by proxy or to exercise any other right conferred by membership in relation to General Meetings if any call or other sum due from such member to the Company in respect of that share remains unpaid.

62.2

If any member, or any other person appearing to be interested in shares (within the meaning of Part 22 of the Act) held by such member, has been duly served with a notice under Section 793 of the Act and is in default for a period of fourteen days in supplying to the Company the information required by that notice, then (unless the Directors otherwise determine) in respect of:

62.2.1

the shares comprising the shareholding account in the Register which comprises or includes the shares in relation to which the default occurred (all or the relevant number as appropriate of such shares being the “default shares”, which expression shall include any further shares which are issued in respect of such shares); and

62.2.2

any other shares held by the member,

the member shall not (for so long as the default continues) nor shall any transferee to whom any of such shares are transferred (other than pursuant to an approved transfer or pursuant to Article 62.3.2) be entitled to attend or vote either personally or by proxy at a General Meeting or to exercise any other right conferred by membership in relation to General Meetings.

62.3

Where the default shares represent 0.25 per cent or more of the issued shares of the class in question, the Directors may in their absolute discretion by notice in writing (a “direction notice”) to such member direct that:

62.3.1

any dividend or part of a dividend (including shares to be issued in lieu of a dividend) or other money which would otherwise be payable in respect of the default shares shall be retained by the Company without any liability to pay interest on it when such dividend or other money is finally paid to the member; and/or

62.3.2

no transfer of any of the shares held by such member shall be registered unless the transfer is an approved transfer or:

(i)

the member is not in default as regards supplying the information required; and

(ii)

the transfer is of part only of the member’s holding and, when presented for registration, is accompanied by a certificate by the member in a form satisfactory to the Directors to the effect that after due and careful enquiry the member is satisfied that none of the shares that are the subject of the transfer are default shares,

provided that, in the case of shares in uncertificated form, the Directors may only exercise their discretion not to register a transfer if permitted to do so by the Act.

62.4

The Company shall send a copy of the direction notice to each other person appearing to be interested in the shares the subject of that direction notice, but the failure or omission by the Company to do so shall not invalidate such notice.

62.5

Any direction notice shall have effect in accordance with its terms for so long as the default in respect of which the direction notice was issued continues. Any direction notice shall cease to have effect at such time as the Directors decide. Within a period of one week of the default being duly remedied, the Directors shall decide that the relevant direction notice shall cease to have effect and shall give written notice of that fact to the member as soon as reasonably practicable.

62.6

Any direction notice shall cease to have effect in relation to any shares which are transferred by such member by means of an approved transfer or in accordance with Article 62.3.2.

62.7

For the purposes of this Article 62:

62.7.1

a person shall be treated as appearing to be interested in any shares if the member holding such shares has been served with a notice under Section 793 of the Act and either (i) the member has named such person as being so interested or (ii) (after taking into account the response of the member to the said notice and any other relevant information) the Company knows or has reasonable cause to believe that the person in question is or may be interested in the shares, and

62.7.2

a transfer of shares is an “approved transfer” if:

(i)

it is a transfer of shares to an offeror by way or in pursuance of acceptance of a takeover offer (as defined in Section 974 of the Act); or

(ii)

the Directors are satisfied that the transfer is made pursuant to a genuine sale of the whole of the beneficial ownership of the shares to a party unconnected with the member, or with any person appearing to be interested in such shares, including any such sale made through an investment exchange that has been granted recognition under the Financial Services and Markets Act 2000 or through a stock exchange outside the United Kingdom of Great Britain and Northern Ireland on which the Company’s shares are normally traded. For the purposes of this Article 62 any associate (as that term is defined in Section 435 of the Insolvency Act 1986) shall be included amongst the persons who are connected with the member or any person appearing to be interested in such shares.

62.8

The provisions of this Article 62 are in addition and without prejudice to the provisions of the Act.

DIRECTORS

63

NUMBER OF DIRECTORS

Unless and until otherwise decided by the Company by ordinary resolution, the number of directors must not be less than two and is not subject to a maximum number.

64

SHARE QUALIFICATION

A Director shall not be required to hold any shares of the Company by way of qualification. A Director who is not a member of the Company shall nevertheless be entitled to attend and speak at General Meetings.

65

REMUNERATION OF DIRECTORS

Any Director who holds any executive office (including for this purpose the office of Chairperson or Deputy Chairperson whether or not such office is held in an executive capacity), or who serves on any committee of the Directors, or who otherwise performs services which in the opinion of the Directors are outside the scope of the ordinary duties of a Director, may be paid such extra remuneration by way of salary, commission or otherwise or may receive such other benefits as the Directors may determine.

66

DIRECTORS’ EXPENSES

The Company may repay to any Director all such reasonable expenses as that Director may incur in attending and returning from meetings of the Directors or of any committee of the Directors or General Meetings or separate meetings of any class of members or debentures or otherwise in connection with the business of the Company.

67

DIRECTORS’ PENSIONS AND OTHER BENEFITS

The Directors shall have power to pay and agree to pay remuneration, including gratuities, allowances, pensions or other retirement, superannuation, death, sickness or disability benefits, to, or to any person in respect of, a Director.

68

APPOINTMENT OF EXECUTIVE DIRECTORS AND CHAIRPERSON

68.1

The Directors may from time to time appoint one or more of them to be the holder of any executive office (or, where considered appropriate, the office of Chairperson or Deputy Chairperson) on such terms and for such period as they may (subject to the provisions of the Act) resolve and, without prejudice to the terms of any contract entered into in any particular case, may at any time revoke or vary the terms of any such appointment.

68.2

The appointment of any Director to any other executive office shall not automatically terminate if such Director ceases to be a Director for any reason, unless the contract or resolution under which such Director holds office shall expressly state otherwise, in which event such termination shall be without prejudice to any claim for damages for breach of any contract of service between such Director and the Company.

69

POWERS OF EXECUTIVE DIRECTORS

The Directors may entrust to and confer upon any Director holding any executive office any of the powers exercisable by them as Directors upon such terms and conditions and with such restrictions as they think fit, and either collaterally with or to the exclusion of their own powers. They may from time to time revoke, withdraw, alter or vary all or any of such delegated powers.

APPOINTMENT AND RETIREMENT OF DIRECTORS

70

METHODS OF APPOINTING DIRECTORS

70.1

Any person who is willing to act as a Director, and is permitted by law to do so, may be appointed to be a Director by the Company by ordinary resolution, provided that the appointment does not cause the number of Directors to exceed any fixed number as the maximum number of Directors.

70.2

The Investor Designator shall have the right, but not the obligation, to designate, and the individuals nominated for election as Directors by or at the direction of the Board or a duly-authorized committee thereof shall include, a number of individuals such that, following the election of any Directors and taking into account any Director continuing to serve as such without the need for re-election, the number of Investor Designees serving as Directors will be equal to: (i) if the Pre-IPO Owners collectively Beneficially Own 50 per cent. or more of the Ordinary Shares in issue as of the record date for such meeting, the lowest whole number that is greater than 50 per cent. of the Total Number of Directors; (ii) if the Pre-IPO Owners collectively Beneficially Own at least 40 per cent. (but less than 50 per cent.) of the Ordinary Shares in issue as of the record date for such meeting, the lowest whole number that is greater than 40 per cent. of the Total Number of Directors; (iii) if the Pre-IPO Owners collectively Beneficially Own at least 30 per cent. (but less than 40 per cent.) of the Ordinary Shares in issue as of the record date for such meeting, the lowest whole number that is greater than 30 per cent. of the Total Number of Directors; (iv) if the Pre-IPO Owners collectively Beneficially Own at least 20 per cent. (but less than 30 per cent.) of the Ordinary Shares in issue as of the record date for such meeting, the lowest whole number that is greater than 20 per cent. of the Total Number of Directors; and (v) if the Pre-IPO Owners collectively Beneficially Own at least 5 per cent. (but less than 20 per cent.) of the Ordinary Shares in issue as of the record date for such meeting, the lowest whole number (such number always being equal to or greater than one) that is greater than 10 per cent. of the Total Number of Directors.

70.3

If at any time the Investor Designator has designated fewer than the total number of individuals that the Investor Designator is then entitled to designate pursuant to Article 70.2, the Investor Designator shall have the right, at any time and from time to time, to designate such additional individuals which it is entitled to so designate, in which case, any individuals nominated by or at the direction of the Board or any duly-authorized committee thereof for election as Directors to fill any vacancy on the Board shall include such designees, and the Company shall use its best efforts to (x) effect the election of such additional designees, whether by increasing the size of the Board or otherwise, and (y) cause the election of such additional designees to fill any such newly-created vacancies or to fill any other existing vacancies. Each such individual whom the Investor Designator shall actually designate pursuant to this Article 70 and who is thereafter elected and qualifies to serve as a Director shall be referred to herein as a “Investor Designee”.

70.4

In the event that a vacancy is created at any time by the death, disability, retirement, removal or resignation of any Investor Designee, any individual nominated by or at the direction of the Board or any duly-authorized committee thereof to fill such vacancy shall be, and the Company shall use its best efforts to cause such vacancy to be filled, as soon as possible, by a new designee of the Investor Designator, and the Company shall take or cause to be taken, to the fullest extent permitted by law, at any time and from time to time, all actions necessary to accomplish the same.

70.5

The Company shall, to the fullest extent permitted by law, include in the slate of nominees recommended by the Board at any meeting of members called for the purpose of electing Directors, the persons designated by the Investor Designee pursuant to this Article 70 and use its best efforts to cause the election of each such designee to the Board, including nominating each such individual to be elected as a Director as provided herein, recommending such individual’s election and soliciting proxies or consents in favor thereof. In the event that any Investor Designee

shall fail to be elected to the Board at any meeting of members called for the purpose of electing Directors, the Company shall use its best efforts to cause such Investor Designee (or a new designee of the Investor Designator) to be elected to the Board as soon as possible and the Company shall take or cause to be taken, to the fullest extent permitted by law, at any time and from time to time, all actions necessary to accomplish the same, including, without limitation, actions to effect an increase in the Total Number of Directors.

70.6

In addition to any vote or consent of the Board or the members of the Company required by applicable law or these Articles or other organizational document of the Company, and notwithstanding anything to the contrary in any shareholders’ agreement in respect of the Company entered into from time to time, for so long as any such shareholders’ agreement is in effect, any action by the Board to increase or decrease the Total Number of Directors (other than any increase in the Total Number of Directors in connection with the election of one or more Directors elected exclusively by the holders of one or more classes of the Company’s shares other than Ordinary Shares) shall require the prior written consent of the Investor Designator.

70.7

Where two or more individuals are proposed to be appointed at a General Meeting of the Company pursuant to Article 70.1, unless the members have previously approved otherwise at that General Meeting, the appointments must not be proposed as a single resolution and must be proposed as separate resolutions in accordance with section 160 of the Act.

70.8

The Company may by ordinary resolution elect, and the Directors shall have the power at any time to appoint, any person to be a Director to fill a casual vacancy, provided that: (i) if the Pre-IPO Owners collectively Beneficially Own less than 30 per cent. of the Ordinary Shares for the time being in issue then a casual vacancy may only be filled by the Directors (and not by the Company by ordinary resolution); and (ii) the Total Number of Directors shall not exceed the maximum number (if any) fixed by or in accordance with these articles.

71

RETIREMENT AT ANNUAL GENERAL MEETINGS

71.1

At each Annual General Meeting, each Director then in office shall retire from office with effect from the conclusion of the meeting. A retiring Director shall be eligible for re-election.

71.2

Where a Director retires at an Annual General Meeting in accordance with Article 71.1, or otherwise, the Company may at the meeting by ordinary resolution fill the office being vacated by electing the retiring Director. In the absence of such a resolution the retiring Director shall nevertheless be deemed to have been re-elected except in any of the following cases:

71.2.1

where at such meeting a resolution for the re-election of such Director is put to the meeting and lost;

71.2.2

where such Director is ineligible for re-election or has given notice in writing to the Company that he/she is unwilling to be re-elected; or

71.2.3

where a resolution to elect such Director is void by reason of contravention of Section 160 of the Act (whereby at a General Meeting a motion for the appointment of two or more persons as Directors by a single resolution must not be made unless a resolution that it should be made has first been agreed to by the meeting without any vote being given against it).

71.3

The retirement shall not have effect until the conclusion of the meeting except where a resolution is passed to elect some other person in the place of the retiring Director or a resolution for the retiring Director’s re-election is put to the meeting and lost. Accordingly a retiring Director who is re-elected or deemed to have been re-elected will continue in office without a break.

72

TERMINATION OF OFFICE

72.1

The office of a Director is terminated if:

72.1.1

the Director becomes prohibited by law from acting as a Director or ceases to be a Director by virtue of any provision of the Act;

72.1.2

the Company has received notice in writing of the Director’s resignation or retirement from office and such resignation or retirement from office has taken effect in accordance with its terms;

72.1.3

the Director has retired at an Annual General Meeting in accordance with Article 71.1, or otherwise, and any of Articles 71.2.1, 71.2.2 or 71.2.3 applies;

72.1.4

the Director has a bankruptcy order made against him/her, compounds with his/her creditors generally or applies to the court for an interim order under Section 253 of the Insolvency Act 1986 in connection with a voluntary arrangement under that Act or any analogous event occurs in relation to the Director in another country;

72.1.5

an order is made by any court claiming jurisdiction in that behalf on the ground (however formulated) of mental disorder for the Director’s detention or for the appointment of another person (by whatever name called) to exercise powers with respect to the Director’s property or affairs;

72.1.6

the Director is absent from meetings of the Directors for six consecutive months without permission and the Directors have resolved that the Director’s office be vacated;

72.1.7

notice in writing of termination is served or deemed served on the Director and that notice is given by all the Director’s co-Directors for the time being; or

72.1.8

in the case of a Director other than any Director holding an executive office, if the Directors resolve to require the Director to resign and the Director fails to do so within thirty days of notification of such resolution being served or deemed served on the Director.

72.2

If a Director holds an appointment to an executive office which automatically terminates on termination of the Director’s office as Director, the Director’s removal from office pursuant to this Article 72 shall be deemed an act of the Company and shall have effect without prejudice to any claim for damages for breach of any contract of service between the Director and the Company.

73

REMOVAL OF DIRECTOR BY RESOLUTION OF COMPANY

In accordance with and subject to the provisions of the Act, the Company may remove any Director from office by ordinary resolution of which special notice has been given and elect another person in place of a Director so removed from office. Such removal may take place notwithstanding any provision of these Articles or of any agreement between the Company and such Director, but shall be without prejudice to any claim the Director may have for damages for breach of any such agreement.

MEETINGS AND PROCEEDINGS OF DIRECTORS

74

CONVENING OF MEETINGS OF DIRECTORS

74.1

Subject to the provisions of these Articles, the Directors may meet together for the despatch of business, adjourn and otherwise regulate their proceedings as they think fit. At any time any Director may, and the Secretary at the request of a Director shall, call a meeting of the Directors by giving notice to the other Directors. Notice need not be in writing and may be given personally or by word of mouth or sent (including by electronic means) to any address provided by the Director.

74.2

Any Director may waive notice of any meeting and any such waiver may be retroactive.

74.3

The Directors shall be deemed to meet together if they are in separate locations, but are linked by conference telephone or other communication equipment which allows those participating to hear and speak to each other.

75

QUORUM

75.1

The quorum necessary for the transaction of business of the Directors shall be a majority of the Directors then in office. A meeting of the Directors at which a quorum is present shall be competent to exercise all powers and discretions for the time being exercisable by the Directors.

75.2

If a quorum is not present within half an hour of the time appointed for the meeting or if a quorum ceases to be present during the course of the meeting, the Director(s) present shall adjourn the meeting to a specified time and place not less than one day after the original date. The quorum necessary for the transaction of business of the Directors at such adjourned meeting may be fixed from time to time by the Directors and unless so fixed at any other number shall be two.

76

CHAIRPERSON

76.1

The Directors may elect from their number a Chairperson, a Deputy Chairperson (or two or more Deputy Chairmen) and a Senior Independent Director, and decide the period for which each is to hold office. If no Chairperson or Deputy Chairperson has been appointed or if at any meeting of the Directors no Chairperson or Deputy Chairperson is present within five minutes after the time appointed for holding the meeting, the Senior Independent Director shall be chairperson of the meeting, or, if no Senior Independent Director has been appointed or the Senior Independent Director is not present at such time, the Directors present may choose one of their number to be chairperson of the meeting.

76.2

If at any time there is more than one Deputy Chairperson the right, in the absence of the Chairperson, to preside at a meeting of the Directors or of the Company shall be determined as between the Deputy Chairmen present (if more than one) by seniority in length of appointment or otherwise as resolved by the Directors.

77

NUMBER OF DIRECTORS BELOW MINIMUM

If and so long as the number of Directors is reduced below the minimum number fixed by or in accordance with these Articles the continuing Directors or Director may act for the purpose of appointing such number of additional Directors as is required to meet the minimum or of summoning General Meetings, but not for any other purpose. If no Directors or Director is able or willing to act, then any two members may summon a General Meeting for the purpose of appointing Directors.

78

DIRECTORS’ WRITTEN RESOLUTIONS

78.1

Any Director may, and the Secretary at the request of a Director shall, propose a written resolution by giving written notice to the other Directors.

78.2

A Directors’ written resolution is adopted when all the Directors who would have been entitled to vote on such resolution if it had been proposed at a meeting of the Directors have:

78.2.1

signed one or more copies of it; or

78.2.2

otherwise indicated their agreement to it in writing.

78.3

A Directors’ written resolution is not adopted if the number of Directors who have signed it is less than the quorum for Directors’ meetings.

78.4

Once a Directors’ written resolution has been adopted, it must be treated as if it had been a resolution passed at a Directors’ meeting in accordance with the Articles.

79

VALIDITY OF PROCEEDINGS

All acts done by any meeting of Directors, or of any committee or sub-committee of the Directors, or by any person acting as a member of any such committee or sub-committee, shall as regards all persons dealing in good faith with the Company be valid, notwithstanding that there was some defect in the appointment of any Director or any such persons, or that any such persons were disqualified or had vacated office, or were not entitled to vote.

DIRECTORS’ INTERESTS

80

AUTHORIZATION OF DIRECTORS’ INTERESTS

80.1

For the purposes of Section 175 of the Act, the Directors shall have the power to authorize any matter which would or might otherwise constitute or give rise to a breach of the duty of a Director to avoid a situation in which the Director has, or can have, a direct or indirect interest that conflicts, or possibly may conflict, with the interests of the Company.

80.2

Authorization of a matter under this Article 80 shall be effective only if:

80.2.1

the matter in question shall have been proposed for consideration at a meeting of the Directors, in accordance with the Directors’ normal procedures or in such other manner as the Directors may resolve;

80.2.2

any requirement as to the quorum at the meeting of the Directors at which the matter is considered is met without counting the Director in question and any other interested Director (together the “Interested Directors”); and

80.2.3

the matter was agreed to without the Interested Directors voting or would have been agreed to if the votes of the Interested Directors had not been counted.

80.3

Any authorization of a matter under this Article 80 may:

80.3.1

extend to any actual or potential conflict of interest which may arise out of the matter so authorized;

80.3.2

be subject to such conditions or limitations as the Directors may resolve, whether at the time such authorization is given or subsequently; and

80.3.3

be terminated by the Directors at any time,

and a Director shall comply with any obligations imposed on the Director by the Directors pursuant to any such authorization.

80.4

A Director shall not, save as otherwise agreed by such Director, be accountable to the Company for any benefit which the Director (or a person connected with the Director) derives from any matter authorized by the Directors under this Article 80 and any contract, transaction or arrangement relating to such a matter shall not be liable to be avoided on the grounds of any such benefit.

81

PERMITTED INTERESTS

81.1

Subject to compliance with Article 81.2, a Director, notwithstanding such Director’s office, may have an interest of the following kind:

81.1.1

where a Director (or a person connected with the Director) is a director or other officer of, or employed by, or otherwise interested (including by the holding of shares) in any Relevant Company;

81.1.2

where a Director (or a person connected with the Director) is a party to, or otherwise interested in, any contract, transaction or arrangement with a Relevant Company, or in which the Company is otherwise interested;

81.1.3

where the Director (or a person connected with the Director) acts (or any firm of which the Director is a partner, employee or member acts) in a professional capacity for any Relevant Company (other than as Auditor) whether or not the Director (or such person or firm) is remunerated for such work;

81.1.4

where a Director is or becomes a director or officer of any other body corporate in which the Company does not have an interest if that cannot reasonably be regarded as likely to give rise to a conflict of interest at the time of the Director’s appointment as director or officer of that other body corporate;

81.1.5

where a Director has an interest which cannot reasonably be regarded as likely to give rise to a conflict of interest;

81.1.6

where a Director has an interest, or a transaction or arrangement giving rise to an interest, of which the Director is not aware; or

81.1.7

where a Director has any other interest authorized by ordinary resolution.

No authorization under Article 80 shall be necessary in respect of any such interest.

81.2

A Director shall declare the nature and extent of any interest permitted under Article 81.1, and not falling within Article 81.3, at a meeting of the Directors or in such other manner as the Directors may resolve.

81.3

No declaration of an interest shall be required by a Director in relation to an interest:

81.3.1

falling within Article 81.1.5 or Article 81.1.6;

81.3.2

if, or to the extent that, the other Directors are already aware of such interest (and for this purpose the other Directors are treated as aware of anything of which they ought reasonably to be aware); or

81.3.3

if, or to the extent that, it concerns the terms of the Director service contract (as defined in Section 227 of the Act) that have been or are to be considered by a meeting of the Directors, or by a committee of Directors appointed for the purpose under these Articles.

81.4

A Director shall not, save as otherwise agreed by the Director, be accountable to the Company for any benefit which the Director (or a person connected with the Director) derives from any such contract, transaction or arrangement or from any such office or employment or from any interest in any Relevant Company or for such remuneration, each as referred to in Article 81.1, and no such contract, transaction or arrangement shall be liable to be avoided on the grounds of any such interest or benefit.

81.5

For the purposes of this Article 81, “Relevant Company” shall mean:

81.5.1

the Company;

81.5.2

a subsidiary undertaking of the Company;

81.5.3

any holding company of the Company or a subsidiary undertaking of any such holding company;

81.5.4

any body corporate promoted by the Company; or

81.5.5

any body corporate in which the Company is otherwise interested.

82

INVESTOR DIRECTORS

82.1

In addition to the provisions of Article 81 and subject to article 82.3, a Director who is not an employee of the Group shall be authorized for the purposes of section 175 of the Act to act or continue to act as a Director of the Company notwithstanding that at the time of his appointment or subsequently he also:

82.1.1

holds office as a Director of an Investor or of an Affiliate of that Investor;

82.1.2

holds any other office, employment or engagement with an Affiliate of that Investor; or

82.1.3

is interested directly or indirectly in any shares or debentures (or any rights to acquire shares or debentures) in an Investor or an Affiliate of that Investor.

82.2

A Director who is not an employee of the Group shall be authorized for the purposes of section 175 of the Act to act or continue to act as a Director of the Company, notwithstanding his role as a representative of the Investor for the purposes of monitoring and evaluating its investment in the Company.

82.3

For the avoidance of doubt, this Article 82 does not authorize a Director who is not an employee of the Group for the purposes of section 175 of the Act where:

82.3.1

he or she holds office as a director of an Affiliate of an Investor; and

82.3.2

such Affiliate is considered, following determination by the other Directors at the relevant time, to be in direct competition with the business of the Company or any member of the Group.

82.4

Any determination as to whether an Affiliate of an Investor is in direct competition with the business of the Company or any member of the Group will be effective only if at the meeting at which the matter is considered any requirement as to quorum is met without counting the Director in question or any other Director interested in the matter under consideration and the matter was agreed to without such Director voting. A directorship of an Affiliate of an Investor determined to be in direct competition with the business of the Company or any member of the Group and held by a Director who is not an employee of the Group will be considered in accordance with Article 80.

83

RESTRICTIONS ON QUORUM AND VOTING

83.1

Save as provided in this Article 83, and whether or not the interest is one which is authorized pursuant to Article 80 or permitted under Article 81, a Director shall not be entitled to vote on any resolution in respect of any contract, transaction or arrangement, or any other proposal, in which the Director (or a person connected with the Director) is interested. Any vote of a Director in respect of a matter where the Director is not entitled to vote shall be disregarded.

83.2

A Director shall not be counted in the quorum at a meeting of the Directors in relation to any resolution on which the Director is not entitled to vote.

83.3

Subject to the provisions of the Act, a Director shall (in the absence of some other interest than is set out below) be entitled to vote, and be counted in the quorum, in respect of any resolution concerning any contract, transaction or arrangement, or any other proposal:

83.3.1

in which the Director has an interest of which the Director is not aware;

83.3.2

in which the Director has an interest which cannot reasonably be regarded as likely to give rise to a conflict of interest;

83.3.3

in which the Director has an interest only by virtue of interests in shares, debentures or other securities of the Company, or by reason of any other interest in or through the Company;

83.3.4

which involves the giving of any security, guarantee or indemnity to the Director or any other person in respect of (i) money lent or obligations incurred by the Director or by any other person at the request of or for the benefit of the Company or any of its subsidiary undertakings or (ii) a debt or other obligation of the Company or any of its subsidiary undertakings for which the Director has assumed responsibility in whole or in part under a guarantee or indemnity or by the giving of security;

83.3.5

concerning an offer of shares or debentures or other securities of or by the Company or any of its subsidiary undertakings (i) in which offer the Director is or may be entitled to participate as a holder of securities or (ii) in the underwriting or sub-underwriting of which the Director is to participate;

83.3.6

concerning any other body corporate in which the Director is interested, directly or indirectly and whether as an officer, shareholder, creditor, employee or otherwise, provided that the Director (together with persons connected with the Director) is not the holder of, or beneficially interested in, one per cent or more of the issued equity share capital of any class of such body corporate or of the voting rights available to members of the relevant body corporate;

83.3.7

relating to an arrangement for the benefit of the employees or former employees of the Company or any of its subsidiary undertakings which does not award the Director any privilege or benefit not generally awarded to the employees or former employees to whom such arrangement relates;

83.3.8

concerning the purchase or maintenance by the Company of insurance for any liability for the benefit of Directors or for the benefit of persons who include Directors;

83.3.9

concerning the giving of indemnities in favor of Directors where all other Directors are also being offered indemnities on substantially the same terms;

83.3.10

concerning the funding of expenditure by any Director or Directors (i) on defending criminal, civil or regulatory proceedings or action against the Director or Directors, (ii) in connection with an application to the court for relief, or (iii) on defending the Director or Directors in any regulatory investigations, where all other Directors are being offered substantially the same arrangements;

83.3.11

concerning the doing of anything to enable any Director or Directors to avoid incurring expenditure as described in Article 83.3.10, where all other Directors are being offered substantially the same arrangements; and

83.3.12

in respect of which the Director’s interest, or the interest of Directors generally, has been authorized by ordinary resolution.

83.4

Where proposals are under consideration concerning the appointment (including fixing or varying the terms of appointment) of two or more Directors to offices or employments with the Company or any body corporate in which the Company is interested, the proposals may be divided and considered in relation to each Director separately. In such case each of the Directors concerned (if not debarred from voting under Article 83.1) shall be entitled to vote, and be counted in the quorum, in respect of each resolution except that concerning the Director’s own appointment or the fixing or variation of the terms of the Director’s own appointment.

83.5

If a question arises at any time as to whether any interest of a Director prevents the Director from voting, or being counted in the quorum, under this Article 83, and such question is not resolved by the Director voluntarily agreeing to abstain from voting, such question shall be referred to the Chairperson of the meeting and the Chairperson’s ruling in relation to any Director other than the Chairperson shall be final and conclusive except in a case where the nature or extent of the interest of such Director has not been fairly disclosed. If any such question shall arise in respect of the

Chairperson of the meeting, the question shall be decided by resolution of the Directors and the resolution shall be conclusive except in a case where the nature or extent of the interest of the Chairperson of the meeting (so far as it is known to the Chairperson) has not been fairly disclosed to the Directors.

84

CONFIDENTIAL INFORMATION

84.1

Subject to Article 84.2, if a Director, otherwise than by virtue of the Director’s position as Director, receives information in respect of which the Director owes a duty of confidentiality to a person other than the Company, the Director shall not be required:

84.1.1

to disclose such information to the Company or to the Directors, or to any Director, officer or employee of the Company; or

84.1.2

otherwise to use or apply such confidential information for the purpose of or in connection with the performance of the Director’s duties as a Director.

84.2

Where such duty of confidentiality arises out of a situation in which the Director has, or can have a direct or indirect interest that conflicts, or possibly may conflict, with the interests of the Company, Article 84.1 shall apply only if the conflict arises out of a matter which has been authorized under Article 80 or falls within Article 81.

84.3

This Article 84 is without prejudice to any equitable principle or rule of law which may excuse or release the Director from disclosing information, in circumstances where disclosure may otherwise be required under this Article 84.

85

DIRECTORS’ INTERESTS—GENERAL

85.1

For the purposes of Articles 80 to 85, a person is connected with a Director if that person is connected for the purposes of Section 252 of the Act.

85.2

Where a Director has an interest which can reasonably be regarded as likely to give rise to a conflict of interest, the Director may, and shall if so requested by the Directors, take such additional steps as may be necessary or desirable for the purpose of managing such conflict of interest, including compliance with any procedures laid down from time to time by the Directors for the purpose of managing conflicts of interest generally and/or any specific procedures approved by the Directors for the purpose of or in connection with the situation or matter in question, including:

85.2.1

not attending any meetings of the Directors at which the relevant situation or matter falls to be considered; and

85.2.2

not reviewing documents or information made available to the Directors generally in relation to such situation or matter and/or arranging for such documents or information to be reviewed by a professional adviser to ascertain the extent to which it might be appropriate for the Director concerned to have access to such documents or information.

85.3

The Company may by ordinary resolution ratify any contract, transaction or arrangement, or other proposal, not properly authorized by reason of a contravention of any provisions of Articles 80 to 85 or suspend or relax the provisions of Articles 80 to 85 to any extent.

POWERS OF DIRECTORS

86

GENERAL POWERS

The Directors shall manage the business and affairs of the Company and may exercise all powers of the Company other than those that are required by the Act or by these Articles to be exercised by the Company

in General Meeting. No alteration of these Articles and no direction given by the Company shall invalidate a prior act of the Directors which would have been valid if the alteration had not been made or the direction had not been given. The provisions of these Articles giving specific powers to the Directors do not limit the general powers given by this Article.

87

PROVISION FOR EMPLOYEES ON CESSATION OR TRANSFER OF BUSINESS

The Directors may make provision for the benefit of persons employed or formerly employed by the Company or any of its subsidiaries (other than a Director, former Director or shadow director) in connection with the cessation or transfer to any person of the whole or part of the undertaking of the Company or that subsidiary.

88

BANK MANDATES

The Directors may by resolution authorize such person or persons as they think fit to act as signatories to any bank account of the Company and may amend or remove such authorisation from time to time by resolution.

89

BORROWING

Subject to these Articles and the Act, the Directors may exercise all powers of the Company to borrow money, to guarantee, to indemnify, to mortgage or charge its undertaking, property, assets (present and future) and called capital, and to issue debentures and other securities whether outright or as collateral security for any debt, liability or other obligation of the Company or any third party.

DELEGATION OF POWERS

90

APPOINTMENT AND CONSTITUTION OF COMMITTEES

90.1

The Directors may delegate any of their powers or discretions (including all powers and discretions whose exercise involves or may involve the payment of remuneration to or the conferring of any other benefit on all or any of the Directors) to such person (who need not be a Director) or committee (composing any number of persons, who need not be Directors) and in such manner as they think fit. Any such delegation may be either collaterally with or to the exclusion of their own powers and the Directors may revoke or alter the terms of any such delegation. Any such person or committee shall, unless the Directors otherwise resolve, have power to sub-delegate any of the powers or discretions delegated to them.

90.2

Any reference in these Articles to the exercise of a power or discretion by the Directors shall include a reference to the exercise of such power or discretion by any person or committee to whom it has been delegated.

90.3

The Directors may make regulations in relation to the proceedings of committees or sub-committees. Subject to any such regulations, the meetings and proceedings of any committee or sub-committee consisting of two or more persons shall be governed by the provisions of these Articles regulating the meetings and proceedings of the Directors (with such amendments as are necessary).

91

LOCAL BOARDS AND MANAGERS

91.1

The Directors may establish any local boards or appoint managers or agents to manage any of the affairs of the Company, in any location they think fit, and may:

91.1.1

appoint any persons to be managers or agents or members of such local boards, and may fix their remuneration;

91.1.2

delegate to any local board, manager or agent any of the powers, authorities and discretions vested in the Directors, with power to sub-delegate;

91.1.3

remove any person so appointed, and may annul or vary any such delegation; and

91.1.4

authorize the members of any local boards, or any of them, to fill any vacancies on such boards, and to act notwithstanding vacancies.

91.2

Any such appointment or delegation may be made upon such terms and subject to such conditions as the Directors may think fit.

92

APPOINTMENT OF ATTORNEY

92.1

The Directors may from time to time and at any time appoint any company, firm or person or any fluctuating body of persons, whether nominated directly or indirectly by the Directors, to be the attorney or attorneys of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under these Articles) and for such period and subject to such conditions as they may think fit.

92.2

Any such appointment may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Directors may think fit.

92.3

The Directors may also authorize any such attorney to sub-delegate all or any of the powers, authorities and discretions vested in the attorney.

93

ALTERNATE DIRECTORS

93.1

Any Director may at any time appoint any person (including another Director) to be the Director’s alternate Director and may at any time terminate such appointment. Such appointment or termination of appointment must be made by notice in writing signed by the Director concerned and deposited at the Office or delivered at a meeting of the Directors. Unless previously approved by the Directors or unless the appointee is another Director, the appointment of an alternate shall have effect only once it has been approved and such person has consented to act as an alternate.

93.2

The appointment of an alternate Director shall terminate:

93.2.1

on the happening of any event referred to in Articles 72.1.1, 72.1.4 or 72.1.5 in relation to that alternate Director; or

93.2.2

if the alternate’s appointor ceases to be a Director, otherwise than by retirement at a General Meeting at which the appointor is re-elected.

93.3

An alternate Director shall be entitled to receive notices of meetings of the Directors and shall be entitled to attend and vote as a Director at any such meeting at which the Director appointing the alternate is not personally present and generally at such meetings to perform all functions of the appointor as a Director. For the purposes of the proceedings at such meetings, the provisions of these Articles shall apply as if the alternate (instead of the appointor) were a Director.

93.4

If an alternate is also a Director or shall attend any such meeting as an alternate for more than one Director, the alternate’s voting rights shall be cumulative but the alternate shall not be counted more than once for the purposes of the quorum.

93.5

If the alternate’s appointor is for the time being temporarily unable to act through ill health or disability or is otherwise unavailable for any reason an alternate’s signature to any resolution in writing of the Directors shall be as effective as the signature of the appointor.

93.6

This Article 93 shall also apply (with such changes as are necessary) to such extent as the Directors may from time to time resolve to any meeting of any committee of the Directors of which the appointor of an alternate Director is a member.

93.7

Except as otherwise provided in this Article 93, an alternate Director shall not have power to act as a Director, nor shall the alternate be deemed to be a Director for the purposes of these Articles, nor shall the alternate be deemed to be the agent of the appointor.

93.8

An alternate Director shall be entitled to contract and be interested in and benefit from contracts or arrangements or transactions and to be repaid expenses and to be indemnified to the same extent as if the alternate were a Director.

93.9

An alternate shall not be entitled to receive remuneration from the Company in respect of the alternate’s appointment as alternate Director except to the extent the alternate’s appointor directs the Company by written notice to pay to the alternate some of the remuneration otherwise payable to that Director.

SECRETARY

94

SECRETARY

The Secretary shall be appointed by the Directors on such terms and for such period as they may think fit. Any Secretary so appointed may at any time be removed from office by the Directors, but without prejudice to any claim for damages for breach of any contract of service between the Secretary and the Company. If thought fit, two or more persons may be appointed as Joint Secretaries. The Directors or the Secretary may also appoint from time to time, on such terms as they or he may think fit, one or more Deputy and/or Assistant Secretaries.

95

THE SEAL

96.1

The Directors shall provide for the safe custody of the Seal and any Securities Seal and neither shall be used without the authority of the Directors or of a committee authorized by the Directors for that purpose. The Securities Seal shall be used only for sealing securities issued by the Company and documents creating or evidencing securities so issued.

96.2

Every instrument to which the Seal or the Securities Seal shall be affixed (other than a certificate for or evidencing shares, debentures or other securities (including options) issued by the Company) shall be signed autographically by one Director and the Secretary or by two Directors or by a Director or other person authorized for the purpose by the Directors in the presence of a witness unless the Directors decide, either generally or in a particular case, that a signature may be dispensed with or affixed by mechanical means.

96.3

The Company may exercise the powers conferred by the Act with regard to having an official seal for use abroad and such powers shall be vested in the Directors.

96.4

Any instrument signed by:

96.4.1

one Director and the Secretary; or

96.4.2

by two Directors; or

96.4.3

by a Director in the presence of a witness who attests the signature,

and expressed to be executed by the Company shall have the same effect as if executed under the Seal.

AUTHENTICATION OF DOCUMENTS

97

AUTHENTICATION OF DOCUMENTS

97.1

Any Director or the Secretary or any person appointed by the Directors for the purpose shall have power to authenticate:

97.1.1

any document affecting the constitution of the Company;

97.1.2

any resolution passed at a General Meeting or at a meeting of the Directors or any committee; and

97.1.3

any book, record, document or account relating to the business of the Company, and to certify copies or extracts as true copies or extracts.

97.2

Where any book, record, document or account is elsewhere than at the Office the local manager or other officer of the Company having the custody of it shall be deemed to be a person appointed by the Directors for the purpose of Article 97.1.

97.3

A document purporting to be a copy of any such resolution, or an extract from the minutes of any such meeting, which is certified shall be conclusive evidence in favor of all persons dealing with the Company that such resolution has been duly passed or, as the case may be, that any minute so extracted is a true and accurate record of proceedings at a duly constituted meeting.

OVERSEAS BRANCH

98

OVERSEAS BRANCH

The Company, or the directors on behalf of the Company, may cause to be kept in any territory an overseas branch register of members resident in any such territory, and the directors may make, and vary, such arrangements as they may think fit in relation to the keeping of any such register.

DIVIDENDS

99

DECLARATION OF FINAL DIVIDENDS

99.1

The Company may by ordinary resolution declare final dividends.

99.2

No dividend shall be declared unless it has been recommended by the Directors and does not exceed the amount recommended by the Directors.

100

FIXED AND INTERIM DIVIDENDS

100.1

If and so far as in the opinion of the Directors the profits of the Company justify such payments, the Directors may:

100.1.1

pay the fixed dividends on any class of shares carrying a fixed dividend expressed to be payable on fixed dates on the dates prescribed for the payment of such dividends; and

100.1.2

pay interim dividends on shares of any class of such amounts and on such dates and in respect of such periods as they think fit.

100.2

Provided the Directors act in good faith they shall not incur any liability to the holders of any shares for any loss they may suffer by the lawful payment of any fixed or interim dividend on any other class of shares having rights ranking after or equal with those shares.

101

DISTRIBUTION IN SPECIE

101.1

Without prejudice to Article 100, the Company may by ordinary resolution direct payment of a dividend in whole or in part by the transfer of specific assets, or by procuring the receipt by shareholders of specific assets, of equivalent value (including paid-up shares or debentures of any other company) and the Directors shall give effect to such resolution.

101.2

Where any difficulty arises in regard to such distribution, the Directors may make such arrangements as they think fit, including:

101.2.1

issuing fractional certificates (or ignoring fractions);

101.2.2

fixing the value of any of the assets to be transferred;

101.2.3

paying cash to any member on the basis of the value fixed for the assets in order to adjust the rights of members; and

101.2.4

vesting any assets in trustees.

102

RANKING OF SHARES FOR DIVIDEND

102.1

Unless and to the extent that the rights attached to any shares or the terms of issue of those shares provide otherwise, all dividends shall be:

102.1.1

declared and paid according to the amounts paid up on the shares on which the dividend is paid; and

102.1.2

apportioned and paid proportionately to the amounts paid on the shares during any portion or portions of the period in respect of which the dividend is paid.

102.2

If the terms of issue of a share provide that it ranks for dividends as from a particular date then that share will rank for dividends as from that date.

102.3

For the purposes of this Article 100, no amount paid on a share in advance of the date on which such payment is due shall be treated as paid on the share.

103

MANNER OF PAYMENT OF DIVIDENDS

103.1

Any dividend or other sum payable on or in respect of a share shall be paid to:

103.1.1

the holder of that share;

103.1.2

if the share is held by more than one person, whichever of the joint holders’ names appears first in the Register;

103.1.3

if the member is no longer entitled to the share, the person or persons entitled to it; or

103.1.4

such other person or persons as the member (or, in the case of joint holders of a share, all of them) may direct,

and such person shall be the “payee” for the purpose of this Article 103.

103.2

Such dividend or other sum may be paid:

103.2.1

by cheque sent by post to the payee or, where there is more than one payee, to any one of them at the address shown in the Register or such address as that person notifies the Company in writing;

103.2.2

by bank transfer to such account as the payee or payees shall in writing direct;

103.2.3

(if so authorized by the holder of shares in uncertificated form) using the facilities of a relevant system (subject to the facilities and requirements of the relevant system); or

103.2.4

by such other method of payment as the payee or payees and the Directors may agree.

103.3

Subject to the provisions of these Articles and to the rights attaching to any shares, any dividend or other sum payable on or in respect of a share may be paid in such currency as the Directors may resolve, using such exchange rate for currency conversions as the Directors may reasonably select.

103.4

Every cheque, warrant or money order sent by post is sent at the risk of the person entitled to the payment. If payment is made by bank or other funds transfer, by means of a relevant system or by another method at the direction of the person entitled to payment, the Company is not responsible for amounts lost or delayed in the course of making that payment.

104

RECORD DATE FOR DIVIDENDS

104.1

Notwithstanding any other provision of these Articles, but subject to the Act and rights attached to shares, the Company or the Directors may fix any date as the record date for a dividend, distribution, allotment or issue. The record date may be on or at any time before or after a date on which the dividend, distribution, allotment or issue is declared, made or paid. The power to fix any such record date shall include the power to fix a time on the chosen date.

105

NO INTEREST ON DIVIDENDS

The Company shall not pay interest on any dividend or other sum payable on or in respect of a share unless the terms of issue of that share or the provisions of any agreement between the Company and the holder of that share provide otherwise.

106

RETENTION OF DIVIDENDS

106.1

The Directors may retain all or part of any dividend or other sum payable on or in respect of a share on which the Company has a lien in respect of which the Directors are entitled to issue an enforcement notice.

106.2

The Company shall apply any amounts retained pursuant to Article 106.1 in or towards satisfaction of the moneys payable to the Company in respect of that share.

106.3

The Company shall notify the person otherwise entitled to payment of the sum that it has been retained and how the retained sum has been applied.

106.4

The Directors may retain the dividends payable upon shares:

106.4.1

in respect of which any person is entitled to become a member pursuant to Article 35 until such person shall become a member in respect of such shares; or

106.4.2

which any person is entitled to transfer pursuant to Article 35 until such person has transferred those shares.

107

UNCLAIMED DIVIDEND

107.1

The Company may cease to send any cheque, warrant or order (or other means of payment) by post for any dividend on any shares which is normally paid in that manner if in respect of at least two consecutive dividends payable on those shares the cheque, warrant or order has been returned undelivered or remains uncashed but, subject to the provisions of these Articles, shall recommence sending cheques, warrants or orders in respect of the dividends payable on those shares if the holder of or person entitled to them claims the arrears of dividend and does not instruct the Company to pay future dividends in some other way.

107.2

Any unclaimed dividends may be invested or otherwise applied for the benefit of the Company until they are claimed.

107.3

The payment by the Directors of any unclaimed dividend or other sum payable on or in respect of a share into a separate account shall not constitute the Company a trustee in respect of that amount.

107.4

If a dividend remains unclaimed after a period of twelve years from the date on which it was declared or became due for payment the person who was otherwise entitled to it shall cease to be entitled and the Company may keep that sum.

108

WAIVER OF DIVIDEND

A shareholder or other person entitled to a dividend may waive it in whole or in part. The waiver of any dividend shall be effective only if such waiver is in writing and signed or authenticated in accordance with Article 116.1 by the shareholder or the person entitled to the dividend and delivered to the Company.

109

CALLS OR DEBTS MAY BE DEDUCTED

The Directors may deduct from a dividend or other amounts payable to a person in respect of a share amounts due from him to the Company on account of a call or otherwise in relation to a share.

SCRIP DIVIDENDS

110

SCRIP DIVIDENDS

110.1

The Directors may offer to ordinary shareholders the right to elect to receive an allotment of new ordinary shares (“Scrip Shares”) credited as fully paid in lieu of the whole or part of a dividend.

110.2

The Directors shall not allot Scrip Shares unless so authorized by ordinary resolution. Such a resolution may give authority in relation to particular dividends or may extend to all dividends declared or paid in the period specified in the resolution. Such period may not be longer than five years from the date of the resolution.

110.3

The Directors may, without the need for any further ordinary resolution, offer rights of election in respect of any dividend declared or proposed after the date of the adoption of these Articles and at or prior to the next Annual General Meeting.

110.4

The Directors may offer such rights of election to shareholders either:

110.4.1

in respect of the next dividend proposed to be paid; or

110.4.2

in respect of that dividend and all subsequent dividends, until such time as the election is revoked or the authority given pursuant to Article 110.2 expires without being renewed (whichever is the earlier).

110.5

The number of the Scrip Shares to be allotted in lieu of any amount of dividend shall be decided by the Directors and shall be such whole number of ordinary shares as have a value equal to or as near as possible to but in no event greater than such amount. For such purpose, the value of an ordinary share shall be the average of the quotations of an ordinary share on the New York Stock Exchange on each of the first five trading days on which the ordinary shares are quoted as being “ex” the relevant dividend. No fraction of an ordinary share shall be allotted.

110.6

If the Directors resolve to offer a right of election they shall give written notice of such right to the ordinary shareholders specifying the procedures to be followed in order to exercise such right. No notice need be given to a shareholder who has previously made, and has not revoked, an earlier election to receive ordinary shares in lieu of all future dividends, but the Directors shall instead send such shareholder a reminder of the election made, indicating how that election may be revoked in time for the next dividend proposed to be paid.

110.7

If a member has elected to receive Scrip Shares in place of a dividend, that dividend (or that part of the dividend in respect of which a right of election has been given) shall not be payable on ordinary shares in respect of which the share election has been duly exercised and has not been revoked (the “elected Ordinary Shares”). In place of such dividend, the following provisions shall apply:

110.7.1

such number of Scrip Shares as are calculated in accordance with Article 110.5 shall be allotted to the holders of the elected Ordinary Shares;

110.7.2

unless the Uncertificated Securities Regulations require otherwise, if the elected Ordinary Shares are in uncertificated form on the Record Date then the Scrip Shares shall be issued as uncertificated shares;

110.7.3

if the elected Ordinary Shares are in certificated form on the Record Date then the Scrip Shares shall be issued as certificated shares;

110.7.4

the Directors shall capitalize in accordance with the provisions of Article 9 (without the need for a separate ordinary resolution) a sum equal to the aggregate nominal amount of the Scrip Shares to be allotted and shall apply that sum in paying up in full the appropriate number of new ordinary shares for allotment and distribution to and amongst the holders of the elected Ordinary Shares; and

110.7.5

the Scrip Shares allotted shall rank equally in all respects with the fully paid ordinary shares then in issue save only as regards participation in the relevant dividend.

110.8

No fraction of an ordinary share shall be allotted. The Directors may make such provision as they think fit for any fractional entitlements including that the whole or part of the benefit of those fractions accrues to the Company or that the fractional entitlements are accrued and/or retained on behalf of any ordinary shareholder.

110.9

In relation to any particular proposed dividend, the Directors may in their absolute discretion resolve and shall so resolve if the Company has insufficient reserves or otherwise does not have the necessary authorities or approvals to issue new ordinary shares:

110.9.1

that shareholders shall not be entitled to make any election to receive shares in place of a cash dividend and that any election previously made shall not extend to such dividend; or

110.9.2

at any time prior to the allotment of the ordinary shares which would otherwise be allotted in lieu of that dividend, that all elections to take shares shall be treated as not applying to that dividend,

and if so the dividend shall be paid in cash as if no elections had been made in respect of it.

ACCOUNTS

111

ACCOUNTING RECORDS

Accounting records sufficient to show and explain the Company’s transactions and otherwise complying with the Act shall be kept at the Office, or at such place as the Directors think fit. No person shall have any right simply by virtue of being a member to inspect any account or book or document of the Company except as conferred by the Act or ordered by a court of competent jurisdiction or authorized by the Directors.

COMMUNICATIONS WITH MEMBERS

112

SERVICE OF NOTICES

112.1

The Company may, subject to and in accordance with the Act and these Articles, send or supply all types of notices, documents or information to members by electronic means and/or by making such notices, documents or information available on a website.

112.2

The Company Communications Provisions have effect, subject to the provisions of Articles 112 to 115, for the purposes of any provision of the Act or these Articles that authorizes or requires notices, documents or information to be sent or supplied by or to the Company.

112.3

Any notice, document or information (including a share certificate) which is sent or supplied by the Company in hard copy form, or in electronic form but to be delivered other than by electronic means, and which is sent by pre-paid post and properly addressed shall be deemed to have been received by the intended recipient at the expiration of twenty four hours after the time it was posted (or forty eight hours where first class mail or an equivalent service is not employed for members with a registered address in the UK). In proving such receipt it shall be sufficient to show that such notice, document or information was properly addressed, pre-paid and posted.

112.4

Any notice, document or information which is sent or supplied by the Company by electronic means shall be deemed to have been received by the intended recipient twenty four hours after it was transmitted, and in proving such receipt it shall be sufficient to show that such notice, document or information was properly addressed.

112.5

Any notice, document or information which is sent or supplied by the Company by means of a website shall be deemed to have been received when the material was first made available on the website or, if later, when the recipient received (or, in accordance with this Article 112, is deemed to have received) notice of the fact that the material was available on the website.

112.6

Any notice, document or information which is sent or supplied by the Company by means of a relevant system shall be deemed to have been received by the recipient twenty four hours after the Company or any sponsoring system-participant acting on the Company’s behalf sends the issuer-instruction relating to the notice, document or information.

112.7

An accidental failure to send or late sending of, or non-receipt by any person entitled to, any notice of or other document or information relating to any meeting or other proceeding shall not invalidate the relevant meeting or proceeding.

112.8

The provisions of this Article 112 shall have effect in place of the Company Communications Provisions relating to deemed delivery of notices, documents or information.

112.9

A notice, document or information served or delivered by the Company by any other means authorized in writing by the member concerned is deemed to be served when the Company has taken the action it has been authorized to take for that purpose.

112.10

A member present at a General Meeting of the Company is deemed to have received due notice of the meeting and, where required, of the purposes for which it was called.

113

COMMUNICATION WITH JOINT HOLDERS

113.1

Anything which needs to be agreed or specified by the joint holders of a share shall for all purposes be taken to be agreed or specified by all the joint holders where it has been agreed or specified by the joint holder whose name stands first in the Register in respect of the share.

113.2

If more than one joint holder gives instructions or notifications to the Company pursuant to these Articles then save where these Articles specifically provide otherwise, the Company shall only recognize the instructions or notifications of whichever of the joint holders’ names appears first in the Register.

113.3

Any notice, document or information which is authorized or required to be sent or supplied to joint holders of a share may be sent or supplied to the joint holder whose name stands first in the Register in respect of the share, to the exclusion of the other joint holders.

113.4

The provisions of this Article 113 shall have effect in place of the Company Communications Provisions regarding joint holders of shares.

113.5

If two or more persons are registered as joint holders of any share, or are entitled jointly to a share in consequence of the death or bankruptcy of the holder or otherwise by operation of law, any one of them may give instructions to the Company and give effectual receipts for any dividend or other moneys payable or property distributable on or in respect of the share.

114

DECEASED AND BANKRUPT MEMBERS

114.1

A person who claims to be entitled to a share in consequence of the death or bankruptcy of a member or otherwise by operation of law shall supply to the Company:

114.1.1

such evidence as the Directors may reasonably require to show such person’s title to the share; and

114.1.2

an address at which notices may be sent or supplied to such person.

114.2

Subject to complying with Article 114.1, such a person shall be entitled to:

114.2.1

have sent or supplied to such address any notice, document or information to which the relevant member would have been entitled. Any notice, document or information so sent or supplied shall for all purposes be deemed to be duly sent or supplied to all persons interested in the share (whether jointly with or as claiming through or under such person); and

114.2.2

give instructions or notifications to the Company pursuant to these Articles in relation to the relevant shares and the Company may treat such instruction or notification as duly given by all persons interested in the share (whether jointly with or as claiming through or under such person).

114.3

Unless a person entitled to the share has complied with Article 114.1, any notice, document or information sent or supplied to the address of any member pursuant to these Articles shall be deemed to have been duly sent or supplied in respect of any share registered in the name of such member as sole or first-named joint holder. This Article shall apply notwithstanding even if such member is dead or bankrupt or in liquidation, and whether or not the Company has notice of such member’s death or bankruptcy or liquidation.

114.4

The provisions of this Article 114 shall have effect in place of the Company Communications Provisions regarding the death or bankruptcy of a member.

115

FAILURE TO SUPPLY ADDRESS

115.1

The Company shall not be required to send notices, documents or information to a member who (having no registered address within the United States) has not supplied to the Company either a postal address within the United States or an electronic address for the service of notices. Any notice that, notwithstanding this Article 115, is sent to a member whose registered address is not within the United States shall be deemed to have been sent for information purposes only.

115.2

If the Company sends more than one document to a member on separate occasions during a twelve month period and each of them is returned undelivered then that member will not be entitled to receive notices from the Company until the member has supplied a new postal or electronic address for the service of notices.

116

SUSPENSION OF POSTAL SERVICES

116.1

Where, by any suspension or curtailment of postal services, the Company is unable effectively to give notice of a general meeting, or meeting of the holders of any class of shares, the directors may decide that the only persons to whom notice of the affected general meeting must be sent are the directors, the Company’s auditors, those members to whom notice to convene the general meeting can validly be sent by electronic means and those members to whom notification as to the availability of the notice of meeting on a website can validly be sent by electronic means. In any such case the Company shall also:

116.1.1

advertise the general meeting in at least two national daily newspapers published in the United Sates; and

116.1.2

send or supply a confirmatory copy of the notice to members in the same manner as it sends or supplies notices under article 88 if at least seven clear days before the meeting the posting of notices again becomes practicable.

117

SIGNATURE OR AUTHENTICATION OF DOCUMENTS SENT BY ELECTRONIC MEANS

Where these Articles require a notice or other document to be signed or authenticated by a member or other person, then any notice or other document sent or supplied in electronic form is sufficiently authenticated

in any manner authorized by the Company Communications Provisions or in such other manner as may be approved by the Directors. The Directors may designate mechanisms for validating any such notice or other document, and any such notice or other document not so validated by use of such mechanisms shall be deemed not to have been received by the Company.

118

STATUTORY PROVISIONS AS TO NOTICES

Nothing in any of these Articles shall affect any provision of the Act that requires or permits any particular notice, document or information to be sent or supplied in any particular manner.

WINDING UP

119

DIRECTORS’ POWER TO PETITION

119.1

The Directors shall have power in the name and on behalf of the Company to present a petition to the Court for the Company to be wound up.

119.2

On a voluntary winding up of the Company the liquidator may, on obtaining any sanction required by law, divide among the members in kind the whole or any part of the assets of the Company, whether or not the assets consist of property of one kind or of different kinds, and vest the whole or any part of the assets in trustees upon such trusts for the benefit of the members as he, with the like sanction, shall determine. For this purpose the liquidator may set the value he deems fair on a class or classes of property, and may determine on the basis of that valuation and in accordance with the then existing rights of members how the division is to be carried out between members or classes of members. The liquidator may not, however, distribute to a member without his consent an asset to which there is attached a liability or potential liability for the owner.

DESTRUCTION OF DOCUMENTS

120

DESTRUCTION OF DOCUMENTS

120.1

The Company may destroy:

120.1.1

all instruments of transfer or other documents which have been registered or on the basis of which registration was made at any time after the expiration of six years from the date of registration;

120.1.2

all dividend mandates and notifications of change of address at any time after the expiration of two years from the date of recording of them;

120.1.3

all share certificates which have been cancelled at any time after the expiration of one year from the date of the cancellation;

120.1.4

all proxy appointments from one year after the end of the meeting to which the appointment relates; and

120.1.5

any other document on the basis of which any entry in the register is made at any time after ten years from the date an entry in the register was first made in respect of it.

120.2

It shall conclusively be presumed in favor of the Company that:

120.2.1

every entry in the Register purporting to have been made on the basis of an instrument of transfer or other document so destroyed was duly and properly made;

120.2.2

every instrument of transfer so destroyed was a valid and effective instrument duly and properly registered;

120.2.3

every share certificate so destroyed was a valid and effective certificate duly and properly cancelled; and

120.2.4

every other document mentioned in this Article 120 so destroyed was a valid and effective document in accordance with the recorded particulars in the books or records of the Company.

120.3

The provisions of this Article 120:

120.3.1

shall apply only to the destruction of a document in good faith and without notice of any claim to which the document might be relevant; and

120.3.2

shall not be construed as imposing upon the Company any liability in respect of the destruction of any such document earlier than provided by this Article 120 or in any other circumstances, which would not attach to the Company in the absence of this Article 120.

120.4

Any document referred to in this Article 120 may, subject to the Act, be destroyed before the end of the relevant period so long as a copy of such document (whether made electronically or by any other means) has been made and is retained until the end of the relevant period.

120.5

References in this Article 120 to the destruction of any document include references to its disposal in any manner.

DIRECTORS’ LIABILITIES

121

INDEMNITY

121.1

So far as may be permitted by the Act every Relevant Officer may be indemnified by the Company out of its own funds against:

121.1.1

any liability incurred by or attaching to the Relevant Officer in connection with any negligence, default, breach of duty or breach of trust by the Relevant Officer in relation to the Company or any Associated Company of the Company other than:

(i)

any liability to the Company or any Associated Company; and

(ii)

any liability of the kind referred to in Section 234(3) of the Act; and

121.1.2

any other liability incurred by or attaching to the Relevant Officer in relation to or in connection with the Relevant Officer’s duties, powers or office, including in connection with the activities of the Company or an Associated Company in its capacity as a trustee of an occupational pension scheme, subject to the limitations provided for in Section 234(3) of the Act.

121.2

Where a Relevant Officer is indemnified against any liability in accordance with this Article 121, such indemnity may extend to all costs, charges, losses, expenses and liabilities incurred by the Relevant Officer in relation thereto.

121.3

In this Article 121:

121.3.1

“Associated Company” shall have the same meaning as in Section 256 of the Act, and

121.3.2

“Relevant Officer” means a Director or former Director of the Company or of an Associated Company of the Company.

122

INSURANCE

122.1

Without prejudice to Article 121, the Directors shall have power to purchase and maintain insurance for or for the benefit of:

122.1.1

any person who is or was at any time a Director or Secretary of any Relevant Company (as defined in Article 122.2); or

122.1.2

any person who is or was at any time a trustee of any pension fund or employees’ share scheme in which employees of any Relevant Company are interested,

including insurance against any liability (including all costs, charges, losses and expenses in relation to such liability) incurred by or attaching to such person in relation to such person’s duties, powers or offices in relation to any Relevant Company, or any such pension fund or employees’ share scheme.

122.2

For the purpose of Article 122.1, “Relevant Company” shall mean:

122.2.1

the Company;

122.2.2

any holding company of the Company;

122.2.3

any other body, whether or not incorporated, in which the Company or such holding company or any of the predecessors of the Company or of such holding company has or had any interest whether direct or indirect or which is in any way allied to or associated with the Company; or

122.2.4

any subsidiary undertaking of the Company or of such other body.

123

DEFENCE EXPENDITURE

123.1

So far as may be permitted by the Act, the Company may:

123.1.1

provide a Relevant Officer with funds to meet expenditure incurred or to be incurred by the Relevant Officer:

(i)

in defending any criminal or civil proceedings in connection with any negligence, default, breach of duty or breach of trust by the Relevant Officer in relation to the Company or an Associated Company of the Company; or

(ii)

in connection with any application for relief under the provisions mentioned in Section 205(5) of the Act; and

123.1.2

do anything to enable any such Relevant Officer to avoid incurring such expenditure.

123.2

The terms set out in Section 205(2) of the Act shall apply to any provision of funds or other things done under Article 123.1.

123.3

So far as may be permitted by the Act, the Company:

123.3.1

may provide a Relevant Officer with funds to meet expenditure incurred or to be incurred by the Relevant Officer in defending himself/herself in an investigation by a regulatory authority or against action proposed to be taken by a regulatory authority in connection with any alleged negligence, default, breach of duty or breach of trust by the Relevant Officer in relation to the Company or any Associated Company of the Company; and

123.3.2

may do anything to enable any such Relevant Officer to avoid incurring such expenditure.

123.4

In this Article 123:

123.4.1

“Associated Company” shall have the same meaning as in Section 256 of the Act; and

123.4.2

“Relevant Officer” means a Director, former Director or Secretary of the Company or of an Associated Company of the Company.

124

FORUM

Unless the Company by ordinary resolution consents in writing to the selection of an alternative forum, the courts of England and Wales shall have exclusive jurisdiction to determine any dispute brought by a

member in that member’s capacity as such, or related to or connected with any derivative claim in respect of a cause of action vested in the Company or seeking relief on behalf of the Company, against the Company and/or the board and/or any of the directors, former directors, officers or other employees or members individually, arising out of or in connection with these Articles or (to the maximum extent permitted by applicable law) otherwise. To the fullest extent permitted by law, any person purchasing or otherwise acquiring any interest in shares in the capital of the Company shall be deemed to have notice of and consents to the provisions of this Article 124.

The governing law of these Articles is the law of England and Wales and these Articles shall be interpreted in accordance with the laws of England and Wales.

125

DEPOSITARY INTERESTS OTHER THAN DTC

125.1

The Directors shall, subject always to applicable law and the provisions of these Articles, have power to implement or approve (or both) any arrangements which they may, in their absolutely discretion, think fit in relation to (without limitation) the evidencing of title to and transfer of Depositary Interests or similar interests in shares.

125.2

The Directors may from time to time take such actions and do such things as they may, in their absolute direction, think fit in relation to the operator of any such arrangements under Article 125.1 including, without limitation, treating Depositary Interest Holders as if they were holders directly of the shares or interests in shares represented thereby for the purposes of compliance with any obligations imposed under these Articles on members.

125.3

If and to the extent that the Directors implement or approve (or both) any arrangements in relation to the evidencing of title to and transfer of Depositary Interests or similar interests in shares in shares in accordance with Articles 125.2 and 125.3, the Directors shall ensure that such arrangements provide (in so far as is practicable):

125.3.1

a Depositary Interest Holder with the same or equivalent rights as a member of the Company, including, without limitation, in relation to the exercise of voting rights and provision of information;

125.3.2

the Company and the Directors with the same or equivalent powers as given under these Articles in respect of a member of the Company, including, without limitation, the powers of the Directors under Article 62, so that such power may be exercised against a Depositary Interest Holder and the shares or interest in shares represented by such Depositary Interest Holder or similar interests.

125.4

Articles 125.1 to 125.3 shall not apply to any Depositary Interests held in a settlement system operated by DTC.

reverse side

ANNUAL GENERAL MEETING OF SHAREHOLDERS OF

GATES INDUSTRIAL CORPORATION plc

LOGO

Annual General Meeting of Shareholders of Gates Industrial Corporation plc

to be held on Wednesday, May 23, 2019

for Shareholders as of April 1, 2019

This proxy is being solicited on behalf of the Board of Directors

Date:  May 23, 2019

Time: 10:00 a.m. (Mountain Time)

Place: 1144 Fifteenth Street, Denver, Colorado 80202

Please make your marks like this:    ☒    Use dark black pencil or pen only

A. Proposals – Board of Directors recommends a vote FOR each of the nominees listed in proposal 1, each to bere-elected or elected by way of a separate resolution, FOR each of proposals 2, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13 and 14 and 1 YEAR for proposal 3.

VOTE BY:

LOGOINTERNET

Go To

LOGOTELEPHONE

(855)668-4182

1:  Election of Directors:

www.proxypush.com/GTES

•  Cast your vote online.

•  View meeting documents.

OR

•  Use any touch-tone telephone.

•  Have your Proxy Card/Voting Instruction Form ready.

•  Follow the simple recorded instructions.

       Nominees:

ForAgainstAbstain

       01 David L. Calhoun

☐☐☐

       02 James W. Ireland, III

☐☐☐LOGO  MAIL

       03 Ivo Jurek

☐☐☐

       04 Julia C. Kahr

☐☐☐

•  Mark, sign and date your Proxy Card/Voting Instruction Form.

•  Detach your Proxy Card/Voting Instruction Form.

•  Return your Proxy Card/Voting Instruction Form in the postage-paid envelope provided.

       05 Terry Klebe

☐☐☐OR

       06 Stephanie K. Mains

☐☐☐

       07 John Plant

☐☐☐
       08 Neil P. Simpkins

☐☐☐

2:  To approve, in a non-binding advisory vote, the compensation of the Company’s named executive officers.

☐☐☐

The undersigned hereby appoints the Chairman of the meeting as proxy for the undersigned, with the full power of substitution and hereby authorizes him to vote all the ordinary shares of Gates Industrial Corporation plc that the undersigned is entitled to vote at the Annual General Meeting of Shareholders to be held at 10:00 A.M. Mountain Time on May 23, 2019, at 1144 Fifteenth Street, Denver, CO 80202, or any postponement or adjournment thereof, in the manner indicated on the reverse side of this proxy card and upon such other matters as may be properly brought before the meeting or any postponement or adjournment thereof, conferring authority upon such proxy to vote in his discretion on such other matters as may properly come before the meeting and revoking any proxy heretofore given.

THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, SHARES WILL BE VOTED IN ACCORDANCE WITH THE BOARD OF DIRECTORS’ RECOMMENDATIONSFOR ALL NOMINEES IN PROPOSAL 1 (FOR ALL NOMINEES 01 THROUGH 08),FOR PROPOSALS 2, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13 AND 14 AND1 YEAR FOR PROPOSAL 3.

Important Notice Regarding the Availability of Proxy Materials for the Annual General Meeting of Shareholders:The Notice, Proxy Statement and 2018 Annual Report are available at www.proxydocs.com/GTES.

All votes must be received by 10:00 A.M., Mountain Time, on May 21, 2019.

3:  To approve, in a non-binding advisory vote, the frequency of future advisory votes to approve the Company’s named executive officer compensation.

1 year

☐

2 years

☐

3 years

☐

Abstain

☐

4:  To approve, on an advisory basis, the Directors’ Remuneration Report (excluding the Directors’ Remuneration Policy) in accordance with the requirements of the U.K. Companies Act 2006.

For

☐

Against

☐

Abstain

☐

5:  To approve the Directors’ Remuneration Policy in accordance with the requirements of the U.K. Companies Act 2006.

☐☐☐

6:  To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 28, 2019.

☐☐☐

7:  To re-appoint Deloitte LLP as the Company’s U.K. statutory auditor under the U.K. Companies Act 2006.

☐☐��

8:  To authorize the Audit Committee of the Board of Directors to determine the remuneration of Deloitte LLP in its capacity as the Company’s U.K. statutory auditor.

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9:  To authorize the Board of Directors, in accordance with section 551 of the U.K. Companies Act 2006, to exercise all the powers of the Company to allot deferred shares in the Company (the “Deferred Shares”) up to an aggregate nominal amount equal to the amount standing to the credit of the Company’s merger reserve.

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10:  To authorize, conditional on proposal 9 above being passed, the Board of Directors to capitalize a sum not exceeding the amount standing to the credit of the Company’s merger reserve, and to apply such sum in paying up in full the Deferred Shares and to allot such number of Deferred Shares as shall have an aggregate nominal value equal to such amount.

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PROXY TABULATOR FOR

GATES INDUSTRIAL CORPORATION plc

P.O. BOX 8016

CARY, NC 27512-9903

11:  To approve the reduction of the share capital of the Company by cancelling and extinguishing all of the Deferred Shares.

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12:  To approve the cancellation of the balance standing to the credit of the Company’s share premium account.

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13:  To approve an amendment to the Company’s Articles of Association to allow for general meetings to be held virtually.

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14:  To authorize the Company and its subsidiaries, in accordance with the U.K. Companies Act 2006, to make political donations and expenditures.

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Proxy — Gates Industrial Corporation plc

Annual General Meeting of Shareholders

May 23, 2019, 10:00 a.m. (Mountain Time)

This Proxy is Solicited on Behalf of the Board of Directors

B. Materials Election –The rules of the U.K. Companies Act 2006 permit companies to send you a notice that proxy and other information is available on the internet instead of mailing you a set of the materials. Check the box on the right if you consent to receiving such proxy and other materials via the internet.☐

C. Authorized Signatures – This section must be completed for your vote
to be counted – Date and Sign Below.

Please sign exactly as name(s) appear(s) hereon. Joint owners should each sign. When signing as attorney, executor, administrator, or other fiduciary, please give full title. Corporations should provide the full name of the corporation and title of the authorized officer signing the proxy.

Please Sign Here (Signature 1)Please Date Above

Please Sign Here (Signature 2)Please Date Above

D.Non-Voting Items –

Change of Address – please print your new address aboveComments – please print your comments aboveMeeting Attendance☐
Please indicate if you plan to attend the annual general meeting

IF VOTING BY MAIL, YOUMUST COMPLETE SECTIONS A – D ON BOTH SIDES OF THIS CARD