📝 What This Document Is 📄

This document is a Proxy Statement (Form DEF 14A). Think of it as the detailed instruction manual that Gates Industrial Corporation plc (GTES) sends to its shareholders before a big company meeting. Since the meeting (the 2026 Annual General Meeting of Shareholders) is happening in the future, the company is using this statement to educate you and gather your votes.

👉 Why it matters: As a shareholder, reading this document is crucial because it outlines exactly what decisions you will be asked to approve—everything from electing directors to approving executive pay. The statement confirms the meeting is happening virtually on Thursday, June 4, 2026, at 10:00 a.m. Mountain Time.

🌐 Gates Industrial Corporation Overview 🏭

Gates Industrial Corporation plc operates in the industrial products space. The company is a global player whose business involves supplying products and services across various industries.

👉 In simple terms: Gates is a large, global manufacturer and supplier, specializing in products and services for sectors like fluid power and power transmission. The company's activities span diverse global markets, indicating a wide operational footprint.

📅 Voting Logistics and Record Dates 🕰️

The core purpose of this document is to facilitate your participation in the 2026 AGM. The rules for voting are complex, so understanding the timing and procedures is key.

When: The 2026 AGM is scheduled for Thursday, June 4, 2026, and will be conducted exclusively via live webcast.
Eligibility: You must be a shareholder of record at the close of business on the Record Date: April 7, 2026.
Voting Method: While the meeting will be virtual (at www.virtualshareholdermeeting.com/GTES2026), shareholders can vote in several ways: by returning a proxy card, by phone or internet, or by attending live during the meeting.
Proxy Rules: If you hold shares through a broker or bank (a "beneficial owner"), you must follow their specific voting instructions. The Board recommends voting FOR all resolutions 1 through 8, but you always have the right to specify a different vote.

🗳️ The 8 Key Voting Proposals 📜

The AGM will require shareholders to vote on eight specific resolutions. These proposals cover governance, financial approvals, and major corporate decisions.

1. Election of Directors: Shareholders will vote to elect eight directors for a one-year term expiring at the end of the 2027 AGM.
2. Advisory NEO Compensation: You will vote on an advisory matter to approve the compensation of Named Executive Officers (NEOs). While this vote is advisory (meaning it doesn't legally mandate a decision), the Board values your opinion.
3. Advisory Directors’ Remuneration: Similar to the NEO vote, this is an advisory vote concerning the directors' pay.
4. Independent Auditor: Shareholders vote to ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026.
5. U.K. Statutory Auditor: Shareholders vote to re-appoint Deloitte LLP as the U.K. statutory auditor.
6. Audit Committee Remuneration: You authorize the Audit Committee to determine the pay for Deloitte LLP regarding its role as the U.K. statutory auditor.
7. Allotment of Equity Securities: You authorize the Board to allot (issue) new shares in the company.
8. Allotment without Pre-emptive Rights: This special resolution, dependent on Proposal 7 passing, authorizes the Board to issue new shares without first giving current shareholders the right to buy them (pre-emptive rights).

👉 What matters: Proposals 3, 5, 6, 7, and 8 are noted as being "customary proposals" specific to companies incorporated in England and Wales, which may be unfamiliar to shareholders accustomed to U.S. proxy statements.

🤵 Leadership and Corporate Structure 🏛️

This section details the people running the company and the system used to ensure the company is managed responsibly.

Board of Directors 🫂

The Board is made up of eight directors. The company believes that having independent leadership is vital, and currently, Neil P. Simpkins (Director and Chair of the Board) holds the role of Chair, separating the Chair and CEO roles.

Key Board Skills: The Board reports strong coverage across various areas, including:
- Technology/Manufacturing/Distribution (50%)
- Global Operations (38%)
- Risk/Crisis Management (88%)
- Strategy/M&A (63%)
Governance Strength: The Board features 7 independent directors out of 8 total members, and the committee structure ensures that the Audit, Compensation, and Nominating & Governance Committees are comprised entirely of independent directors.

Executive Officers 📊

The company has several key operational leaders who manage day-to-day business. While Ivo Jurek (CEO) is highlighted under the director section, the officers running the company include:

Cristin C. Bracken: Executive Vice President, Chief Legal Officer and Corporate Secretary. She oversees all legal functions, including compliance and risk management.
L. Brooks Mallard: Executive Vice President, Chief Financial Officer. He manages global corporate finance, accounting, and financial reporting.
Thomas G. Pitstick: Senior Vice President, President Americas. He oversees strategy and business performance across the Americas, particularly for global mobility and oil and gas businesses.

⚙️ Board Committees and Governance Oversight 🛡️

The Board operates through specialized committees, each with distinct legal duties to safeguard the company.

Audit Committee: This committee's primary job is to safeguard the company's financial integrity. They are responsible for selecting independent auditors, monitoring the quality of financial statements, and reviewing internal controls over financial reporting.
Compensation Committee: This group handles executive pay. They review and approve compensation for NEOs, overseeing the company’s human capital strategies and ensuring compensation practices are reviewed against peer companies.
Nominating and Governance Committee: Their focus is on the people and policies. They recommend candidates for directors, review corporate governance guidelines, and monitor the company's Environmental, Social, and Governance (ESG) and sustainability matters.
Risk Oversight: The entire Board exercises direct oversight of strategic risks, which includes reviewing internal controls, cyber risk, and ensuring the company has an Enterprise Risk Management (ERM) program in place.

👉 Why it matters: By dividing these oversight roles among independent committee members, the company disperses risk and ensures multiple independent viewpoints are applied to major decisions.

💲 Executive Compensation Process 📈

The Compensation Discussion and Analysis (CD&A) explains how the company decides executive pay. It is highly structured and focused on external benchmarks.

The Goal: The Compensation Committee's job is to approve total compensation for NEOs (the CEO, CFO, and others). They consider factors like job responsibility, performance, and industry benchmarks.
Consultation: The committee uses an independent consultant, Aon’s Executive and Board Advisory Practice, to advise them. This ensures external, expert judgment is applied.
Peer Group Analysis: To determine fair pay, the committee compares Gates to an "industry peer group" of 15 to 20 publicly traded companies. For 2025, they used peers such as AMETEK, Inc., Crane Company, and Xylem Inc.
Focus: The committee does not benchmark pay against a specific percentile (e.g., "the top 25%"). Instead, they use judgment, considering business performance, company needs, and leadership ability.

📞 Shareholder Support and Contact Info ℹ️

If you have questions or need to exercise your voting rights, the following details are essential.

Official Website: Proxy materials and annual reports can be accessed at www.proxyvote.com.
Virtual Meeting Access: For questions and to vote, visit www.virtualshareholdermeeting.com/GTES2026.
Corporate Secretary: All communications concerning shareholder accounts should be addressed to the Corporate Secretary at 1144 Fifteenth Street, Suite 1400, Denver, Colorado 80202.
Transfer Agent: For general account changes, contact Computershare at (800) 942-5909 or write to 150 Royall Street, Suite 101, Canton, Massachusetts 02021.

🧠 The Analogy 💡

Think of the Annual General Meeting of Shareholders like a school board meeting. The Board of Directors (the school board) is responsible for running the school (the company). The Proxy Statement is the detailed agenda: it lists every single topic—from the principal's salary (executive pay) to electing new teachers (directors), and approving the budget (auditors). You, the shareholder, are the parent, and the statement is your chance to read all the details, understand the choices, and exercise your vote to guide the school's future.

🧩 Final Takeaway 🎯

The 2026 AGM is a governance event requiring careful shareholder review of director elections, executive pay, and structural approvals. To participate, you must be a shareholder of record by April 7, 2026, and follow the specific voting instructions provided, even if you plan to attend the virtual meeting.

Gates Industrial (GTES) files proxy for 2026 annual shareholder meeting