Securities Law & Instruments

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- National Instrument 51-102 Continuous Disclosure Obligations -- Issuer requires relief from the requirement in section 3.3 of Form 51-102F6 Statement of Executive Compensation (in respect of financial years ending on or after December 31, 2008) that amounts reported in its management information circular be reported using the same currency as that used in its financial statements -- Issuer uses the US dollar as its reporting currency in its annual and interim financial statements and MD&A -- Four out of five of the Issuer's most highly compensated executive officers are currently paid in Canadian dollars -- The Canadian dollar is a convenient and relevant reporting currency for amounts disclosed pursuant to Form 51-102F6 for a Canadian issuer whose securities are listed on the TSX.

Applicable Legislative Provisions

National Instrument 51-102 Continuous Disclosure Obligations, s. 13.1.

Form 51-102F6 Statement of Executive Compensation (in respect of financial years ending on or after December 31, 2008), s. 3.3.

December 23, 2009

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

QUEBEC AND ONTARIO

(the "Jurisdictions")

AND

IN THE MATTER OF

THE PROCESS FOR EXEMPTIVE RELIEF

APPLICATIONS IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF

GILDAN ACTIVEWEAR INC.

(the "Filer")

DECISION

Background

The securities regulatory authority or regulator in each of the Jurisdictions (the "Decision Maker") has received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the "Legislation") exempting the Filer from the requirement in section 3.3 of Form 51-102F6 Statement of Executive Compensation ("Form 51-102F6") of Regulation 51-102 respecting Continuous Disclosure Obligations ("Regulation 51-102"), pursuant to which amounts reported in Form 51-102F6 must use the same currency that the Filer uses in its financial statements (the "Requested Relief").

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a dual application):

1. the Autorité des marchés financiers is the principal regulator for this application;

2. the Filer has provided notice that section 4.7(1) of Regulation 11-102 respecting Passport System ("Regulation 11-102") is intended to be relied upon in British Columbia, Alberta, Saskatchewan, Manitoba, New Brunswick, Nova Scotia, Newfoundland and Labrador and Prince Edward Island; and

3. the decision is the decision of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.

Interpretation

Terms defined in Regulation 14-101 respecting Definitions, Regulation 11-102 and Regulation 51-102 have the same meaning if used in this decision, unless otherwise defined.

Representations

This decision is based on the following facts represented by the Filer:

1. the Filer is incorporated under the Canada Business Corporations Act ("CBCA"), with its head office located in Montréal, Quebec;

2. the Filer is a reporting issuer in each of the provinces of Canada and is not in default of its reporting issuer obligations in any jurisdiction;

3. the Filer's common shares are listed on both the Toronto Stock Exchange and the New York Stock Exchange under the symbol "GIL";

4. the Filer's financial year end is the first Sunday following September 28 of each year;

5. the Filer uses the United States dollar as its reporting currency in its annual and interim financial statements and corresponding management's discussion and analysis;

6. four out of five of the Filer's most highly compensated executive officers, whose compensation must be disclosed in detail in the Filer's information circular, are currently paid by the Filer in Canadian dollars;

7. section 3.3 of the current Form 51-102F6 came into force on December 31, 2008, and it applies to issuers in respect of financial years ending on or after December 31, 2008;

8. given its financial year end, the Filer's first completed financial year since the coming into force of Section 3.3 of Form 51-102F6 is the financial year ended October 4, 2009;

9. pursuant to section 3.3 of Form 51-102F6, the Filer is required to report amounts using the same currency that it uses in its financial statements;

10. the Filer disclosed the executive compensation amounts in Canadian dollars in its previous circular;

11. the Canadian dollar is a convenient and relevant reporting currency for amounts disclosed pursuant to Form 51-102F6 for a Canadian corporation whose securities are listed on the Toronto Stock Exchange; and

12. the Filer will provide executive compensation information for the last two years in Canadian dollars for comparative purposes in the information circular to be sent to its shareholders in connection with its annual meeting of shareholders to be held on February 10, 2010.

Decision

Each of the Decision Makers is satisfied that the decision meets the test set out in the Legislation for the Decision Maker to make the decision.

The decision of the Decision Makers under the Legislation is that the Requested Relief is granted.

"Josée Deslauriers"
Director, Investment Funds and Continuous Disclosure
Autorité des marchés financiers