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Exhibit 9
AGREEMENT entered into at Montreal, Province of Quebec as of the 5th day of June
1998.
BETWEEN: HARCO HOLDINGS LTD., a corporation
duly incorporated under the laws of Quebec;
("Harco")
AND: FONDS DE SOLIDARITE DES TRAVAILLEURS DU QUEBEC
(F.T.Q.), a company duly incorporated under the
laws of the Province of Quebec;
("FSTQ")
WHEREAS Gildan Activewear Inc. (the "Corporation") is a corporation duly
constituted under the Canada Business Corporations Act by a Certificate of
Incorporation dated May 8, 1984, as amended to the date hereof;
WHEREAS the parties hereto are currently the holders of the following
shares in the share capital of the Corporation as follows:
Harco: 7,000,000 Class "A" preferred shares
FSTQ: 2 709 794 Class "A" preferred shares
270.98 Class "A" common shares
WHEREAS, in connection with a proposed initial public offering by the
Corporation (the "Offering"), it is contemplated that the Corporation shall
effect a reorganization of its share capital (the "Recapitalization"), following
the implementation of which the authorized capital of the Corporation shall
consist of an unlimited number of Class A Subordinate Voting Shares (the "SV
Shares") and of Class B Multiple Voting Shares (the "MV Shares" and, together
with the SV Shares, the "Equity Shares");
WHEREAS following the Recapitalization, FSTQ will hold SV Shares and Harco
will hold MV Shares, in such numbers as shall be determined;
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WHEREAS the parties have agreed that they shall, upon completion of the
Offering and thereafter, vote the Equity Shares of the Corporation held by them
in accordance with the provisions of this Agreement;
NOW, THEREFORE, this Agreement witnesseth that in consideration of the
respective covenants and agreements herein contained and other good and valuable
consideration, the parties hereby agree as follows:
ARTICLE 1
DEFINITIONS
1.1 For the purposes hereof, the following capitalized terms shall have the
meanings set forth below:
1.1.1 "Affiliate" has the meaning ascribed to that term in the Canada
Business Corporations Act, as such may be amended from time to time;
1.1.2 "Articles" has the meaning ascribed to that term in the Canada
Business Corporations Act, as such may be amended from time to time;
1.1.3 "Associate" has the meaning ascribed to that term in the Canada
Business Corporations Act, as such may be amended from time to time;
1.1.4 "Beneficial Owner" includes ownership through a trustee, legal
representative, agent or other intermediary;
1.1.5 "Equity Shares" means the MV Shares and the SV Shares, including any
replacement securities or certificates if and when such are issued
or allotted;
1.1.6 "FSTQ Shares" means all SV Shares of the Corporation beneficially
owned by the FSTQ following the Recapitalization, including any
replacement securities or certificates if and when such are issued
or allotted;
1.1.7 "MV Shares" means the Class B Multiple Voting Shares of the
Corporation;
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1.1.8 "Harco Shares" means all MV Shares of the Corporation beneficially
owned by Harco following the Recapitalization, including any
replacement securities or certificates if and when such are issued
or allotted;
1.1.9 "Shareholders' Resolution" means any resolution to be put before the
holders of the Equity Shares voting together as a single class,
whether the meeting called for the purpose of considering the
resolution is a general or special meeting;
1.1.10 "Third Party" means any person or entity other than FSTQ and Harco
and their respective Affiliates and Associates.
ARTICLE 2
FSTQ'S VOTING OBLIGATIONS
2.1 Subject to Articles 3 and 4 hereof, FSTQ shall vote the FSTQ Shares on any
Shareholders' Resolution relating to the election of directors in
accordance with the written instructions given by Harco and received by
FSTQ at least ten business days prior to such meeting.
2.2 All obligations of FSTQ under this Article 2 shall automatically
terminate:
(i) upon FSTQ ceasing to hold at least 5% of the number of Equity Shares
issued and outstanding; and
(ii) with respect to any FSTQ Shares transferred to a Third Party.
ARTICLE 3
HARCO'S VOTING OBLIGATIONS
3.1 For as long as the FSTQ holds at least 15% of the number of the Equity
Shares issued and outstanding, Harco shall vote the Harco Shares on any
Shareholder Resolution relating to the election of directors in favour of
the election of two persons to the Board of directors of the Corporation
as shall
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have been designated by the FSTQ as their representatives, provided that
the second of these persons shall be acceptable to Harco acting
reasonably.
3.2 In the event that the FSTQ holds less than 15%, but at least 5% of the
number of Equity Shares issued and outstanding, Harco shall vote the Harco
Shares on any Shareholder Resolution relating to the election of directors
in favour of the election of one person to the Board of Directors of the
Corporation as shall have been designated by the FSTQ as its
representative.
3.3 All obligations of Harco under this Article 3 shall automatically
terminate:
(i) upon FSTQ ceasing to hold at least 5% of the number of Equity Shares
issued and outstanding; and
(ii) with respect to any Harco Shares transferred to a Third Party.
ARTICLE 4
UNDERTAKING NOT TO VOTE FSTQ SHARES
4.1 For as long as FSTQ is able to designate at least one person on the Board
of directors of the Corporation as provided at Article 3 hereinabove FSTQ
shall abstain from voting on any shareholder resolution relating to the
election of directors in respect of which only holders of SV Shares are
entitled to vote.
4.2 All obligations of FSTQ under this Article 4 shall automatically
terminate:
(i) upon FSTQ ceasing to hold at least 5% of the number of Equity Shares
issued and outstanding; and
(ii) with respect to any FSTQ Shares transferred to a Third Party.
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ARTICLE 5
TERMINATION
5.1 This Agreement shall remain in force until terminated by the mutual
consent of the parties hereto or until the earlier of
5.1.1 the date on which all of the MV Shares become SV Shares pursuant to
the Articles of the Corporation;
5.1.2 the date on which FSTQ ceases to hold at least 5% of the number of
Equity Shares issued and outstanding.
ARTICLE 6
MISCELLANEOUS
6.1 This Agreement shall be governed by and construed in accordance with the
laws of the Province of Quebec.
6.2 All notices, consents and demands required or permitted to be given under
this Agreement shall be in writing and may be delivered personally, sent
by telecopier or forwarded by first class prepaid registered mail. Any
notice delivered personally or sent by telecopier shall be deemed to have
been given and received on the business day next following the date of
sending. Any notice mailed as aforesaid shall be deemed to have been
received five business days after the post-marked date thereof. Such
notices, consents and demands shall be addressed as follows:
6.2.1 if to Harco: HARCO HOLDINGS LTD.
725 Xxxxxx xx Xxxxxx
Xxxxx Xxxxx-Xxxxxxx, Xxxxxx X0X 0X0
Attention: President
Telecopier: (000) 000-0000
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6.2.2 if to FSTQ: LE FONDS DE SOLIDARITE DES
TRAVAILLEURS DE QUEBEC (FTQ)
0000 xxx Xxxxx
Xxxxxxxx, Xxxxxx X0X 0X0
Attention: Vice-President Investments
Telecopier: (000) 000-0000
with a copy to: Vice-President Legal Affairs
Telecopier: (000) 000-0000
or at such other address as the party to whom such writing is to be given
shall have last notified to the party giving the same in the manner
provided in this section.
6.3 This Agreement supersedes all prior agreements and understandings
pertaining to the subject matter of this Agreement.
6.4 The parties hereto hereby acknowledge that they have requested and are
satisfied that this Agreement be drawn up in both the English and the
French language. Les parties aux presentes reconaissent qu'elles ont exige
que la presente convention soit redigee tant en anglais qu'en francais et
s'en declarent satisfaites.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date and at the place first hereinabove written.
HARCO HOLDINGS LTD.
Per: /s/ H. Xxxx Xxxxxxxx
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FONDS DE SOLIDARITE DES
TRAVAILLEURS DU QUEBEC (F.T.Q.)
Per: /s/ Xxxxxx Xxxxxxx
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