Gates Industrial Corp PLC

This Court Meeting resolution asks shareholders to approve, by way of a court-ordered scheme of arrangement under Part 26 of the Companies Act, the cancellation-exchange structure that will make New Gates (a Bermuda exempted company) the parent and issue one New Gates Share for each existing Gates Share. Management seeks this sanction because certain structural and statutory steps (including cancellation of Gates Shares, creation and allotment of New Gates Shares, and re-registration of Gates as a private company) must be implemented through a court-approved scheme under English law; court sanction binds all shareholders and satisfies the Section 3(a)(10) securities exemption relied upon for issuance of New Gates Shares in the U.S. The Scheme is conditioned both on the Court’s sanction and on specified shareholder approvals at the back-to-back Court Meeting and General Meeting; absent Court approval the Redomiciliation cannot proceed. The Board argues that Bermuda provides greater flexibility (e.g., majority voting thresholds for many corporate actions, no statutory pre-emption rights, mergers available without repeated supermajority schemes), simplifies reporting (single U.S. GAAP reporting), and will enhance capital return flexibility (streamlined buybacks and solvency-based dividends). The resolution is the pivotal statutory step: it implements the cancellation scheme mechanics and is the item the Court will consider at the Court Hearing when determining fairness. Risks include potential failure to obtain Court sanction, regulatory or foreign-investment approvals, uncertain tax or legal consequences for some holders, and the Board’s retained discretion to abandon the Scheme prior to Court sanction. The Board unanimously recommends a vote FOR, noting management and advisors undertook an 18-month review of alternatives and secured an IRS private letter ruling that the Transactions should qualify as a tax-free Section 368(a)(1)(F) reorganization for U.S. federal income tax purposes (subject to conditions). If approved and sanctioned by the Court, the outcome will be binding on all shareholders and result in one-for-one issuance of New Gates Shares to existing shareholders, subject to limited nominee/sale provisions for Overseas Shareholders.

This General Meeting resolution seeks the 75% shareholder approval (a special resolution at the General Meeting) necessary under the Scheme conditions to implement the Redomiciliation in tandem with the Court Meeting approval and other Scheme Resolutions. Whereas the Court Meeting requires the particular statutory majority in number and value for sanction, the General Meeting approval addresses the UK statutory and company-law steps that must be passed by shareholders (e.g., confirm arrangements to cancel and reissue shares and to re-register the company). Management presents this as an enabling corporate governance step that authorizes the Board to take the procedural actions (e.g., make filings, effect the Gates Reduction of Capital, apply credits to issue new shares to New Gates, and to seek the Court’s sanction) required to carry the Scheme into effect. The Board’s rationale mirrors that given elsewhere: Bermuda incorporation is expected to enhance strategic transactional flexibility, reduce administrative and reporting complexity, and better align governance with the Company’s predominantly U.S.-based investor base, while preserving economic and voting interests on a one-for-one basis. The proposal is conditioned on other approvals and regulatory consents; it does not by itself effect the Redomiciliation but is a required shareholder consent. Risks include non-satisfaction of conditions (e.g., regulatory approvals, Court sanction), potential changes to shareholder rights under Bermuda law, and uncertain outcomes if the Board elects to abandon the Scheme prior to Court sanction. The Board unanimously recommends a vote FOR to enable the other procedural steps required for the Scheme to proceed. If passed, and if the other conditions are satisfied and the Court sanctions the Scheme, the Company will proceed with the Redomiciliation process.

This resolution asks shareholders to authorize a reduction of Gates Industrial Corporation’s share capital by cancelling and extinguishing all existing Scheme Shares — a core mechanical step in the 'cancellation scheme' redomiciliation structure. Under this approach, the cancellation creates a capital credit on Gates’s books that is then applied to pay up new ordinary shares in Gates (New Shares) which are allotted to New Gates, thereby effecting the insertion of New Gates as the parent and enabling the one-for-one exchange to New Gates Shares. Management seeks this approval because English company law requires shareholder approval for capital reductions and the Court’s confirmation of the reduction is a condition to sanctioning the Scheme; the General Meeting special resolution threshold (75% of votes cast) must be met. The Board frames the reduction as non-economic for shareholders (their proportional economic and voting interests remain unchanged) and necessary to achieve the strategic benefits of Bermuda incorporation (greater flexibility for capital raises, buybacks, dividend standards, and administrative cost savings). Material considerations include that shareholders will be bound by the Scheme once effective, certain Overseas Shareholders may have their New Gates Shares allotted to nominees and sold if local law prevents allotment, and the Board retains discretion to abandon the Scheme before Court sanction. The Board recommends FOR consistent with its view that the Redomiciliation will strengthen operational flexibility and shareholder value over time. If passed and the Court confirms the reduction, it enables the simultaneous allotment and issuance of the New Shares to New Gates per the Scheme.

This resolution authorizes the technical step of applying the capital credit from the Gates Reduction of Capital to create and allot New Shares that will be issued to New Gates, and grants the Board a specific section 551 authority to allot those New Shares (with prescribed maximum nominal amount and a five-year expiration window). In practical terms this is the mechanism by which New Gates becomes the sole shareholder of Gates Industrial Corporation immediately following re-registration and the Gates Reduction of Capital, thereby effectuating the group-level restructuring. Management argues the allotment is non-dilutive in relative terms (one New Gates Share for each Gates Share) and is required by English statutory procedures for a cancellation scheme and for subsequent corporate housekeeping (including enabling New Gates to be listed on the NYSE as successor issuer). The five‑year conditional authority is standard to ensure the Board can satisfy administrative steps and make any necessary allotments that arise from the Scheme and related corporate activity; it is limited in scope to the aggregate nominal amount tied to the cancelled shares. Considerations for shareholders include the treatment of awards under incentive plans (to be assumed by New Gates), nominee/sale arrangements for Overseas Shareholders, and the continuing applicability of NYSE rules to significant issuances. The Board believes approval will facilitate planned efficiencies (reporting and governance alignment, buyback flexibility and dividend policy) and therefore recommends a vote FOR. If approved and the Scheme becomes effective, New Gates will be issued New Gates Shares pari passu, and New Gates will be positioned to be the immediate parent of the Group and seek NYSE listing for such shares.

This Article amendment is intended to ensure the Scheme captures any shares issued either before or after the Scheme Record Time and to provide mechanics to transfer or exchange newly issued shares so they cannot be excluded from the Redomiciliation. It requires that shares issued on or before the Scheme Record Time are treated as Scheme Shares and binds subsequent holders to the Scheme, and further obliges transfers of shares issued after the Scheme Record Time to New Gates in exchange for New Gates Shares if the Scheme becomes effective. The amendment also builds in practical nominee and sale mechanisms to address Overseas Shareholder legal restrictions, limiting the Company’s exposure to compliance issues in jurisdictions where allotment of New Gates Shares might be unlawful or impracticable. From a governance perspective, the change reduces execution risk by alignment of the Articles with the Scheme mechanics, preventing fragmentation of share treatment around the Record Time, and preserving the one-for-one economic mapping to New Gates Shares. Investors should note that these provisions grant the Company and the directors discretion (including appointment of nominees and refusal to register certain transfers) which could affect specific shareholders in limited circumstances, though the proxy documents state this is expected to apply only in a small number of cases. The Board recommends FOR because the amendment is necessary to ensure consistent and lawful implementation of the Scheme and to avoid administrative or legal obstacles that might otherwise impede issuance of New Gates Shares to all eligible shareholders if the Scheme becomes effective.

This ordinary resolution authorizes the chair/Board to adjourn the General Meeting to a later date and time to solicit additional votes if the necessary approvals (in particular the 75% thresholds for Scheme Resolutions) are not achieved during the scheduled meeting. Management proposes this procedural measure to maximize shareholder participation and to ensure the Court will have a sufficient and representative vote record when later asked to sanction the Scheme. Approval of an adjournment authority is a standard governance step for complex, required-vote transactions because it preserves flexibility to solicit and collect additional proxies (including from beneficial holders through brokers and DTC intermediaries) without necessitating a full restart of the process. From a shareholder perspective the adjournment is neutral in substance — it is purely procedural — but it can meaningfully increase the likelihood that the Scheme will meet the strict statutory thresholds and achieve Court sanction. The Board recommends a vote FOR because the adjournment tool is consistent with ensuring an orderly and effective shareholder approval process and because it permits the Company to address any shortfall in investor participation or unanticipated voting dynamics. If approved, the Board may use the adjournment to continue outreach, resolve technical voting issues for DTC-held shares, or otherwise encourage additional voting participation so that the Scheme Resolutions can be passed and the Redomiciliation can proceed.