Gates Industrial : 2022 Annual Meeting - Proxy Statement

GATES 1144 15th Street

DENVER, COLORADO 80202 USA 1.303.744.4743 GATES.COM

April 28, 2022

Dear Gates Shareholders:

After an unprecedented year in 2020, the Company delivered excellent financial results in 2021, with strong revenue growth and solid margin expansion as compared to the prior year. These results were driven by the efforts and perseverance of Gates associates around the world, who prioritized supporting customers while navigating Covid-19 disruptions, significant inflation and challenges related to material, labor and freight availability, and the resulting inefficiencies. Simultaneously, the Company continued to invest in organic growth initiatives to build on the progress made and support future growth opportunities going forward.

Against this backdrop, we are pleased to invite you to attend the 2022 Annual General Meeting of Shareholders of Gates Industrial Corporation plc to be held on Thursday, June 9, 2022, at 9:00 a.m. Mountain Time. In order to provide a consistent and convenient experience to all shareholders regardless of location, we will hold the 2022 Annual General Meeting of Shareholders virtually through a live audiocast atwww.virtualshareholdermeeting.com/GTES2022. The attached Notice of Annual General Meeting of Shareholders and Proxy Statement describe the formal business to be transacted at the meeting and provide detail on the virtual meeting format, including how to register.

In accordance with the Securities and Exchange Commission's rule allowing companies to furnish proxy materials to their shareholders over the internet, we are primarily furnishing proxy materials to our shareholders of ordinary shares electronically, rather than mailing paper copies of the materials (including our Annual Report on Form 10-K for the fiscal year ended January 1, 2022). On or about April 28, 2022, 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. Such 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 annual report and our proxy statement atwww.proxyvote.com.

As a shareholder of Gates Industrial Corporation plc, you play an important role for our company by considering and taking action on these matters. We appreciate the time and attention you invest in making thoughtful decisions. Regardless of whether you plan to participate in the meeting, we encourage you to vote your shares as promptly as possible.

Sincerely,

Ivo Jurek

Chief Executive Officer

TABLE OF CONTENTS

Notice of Annual General Meeting of Shareholders ................................................................................. Questions and Answers about the Meeting and Voting ............................................................................ Proposal 1: Election of Directors .............................................................................................................. Corporate Governance ............................................................................................................................... Executive Compensation ........................................................................................................................... Proposal 2: Advisory Vote to Approve Named Executive Officer Compensation ................................... Director Compensation .............................................................................................................................. Proposal 3: Advisory Vote on Directors' Remuneration Report ............................................................... Proposal 4: Approval of the Directors' Remuneration Policy ................................................................... Independent Registered Public Accounting Firm ...................................................................................... Proposal 5: Ratification of Independent Registered Public Accounting Firm .......................................... Proposal 6: Reappointment of the Company's U.K. Statutory Auditor under the Companies Act ......... Proposal 7: Authorization of the Audit Committee to Determine the Company's U.K. Statutory

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Auditor's Remuneration ............................................................................................................................

Related-Person Transactions Policy and Procedures ................................................................................ Audit Committee Report ........................................................................................................................... Security Ownership of Certain Beneficial Owners and Management ....................................................... Shareholder Proposals ............................................................................................................................... Annual Report and Other Matters ............................................................................................................. Shareholder Resolutions for 2022 Annual General Meeting .................................................................... APPENDIX A ..........................................................................................................................................

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A-1

GATES INDUSTRIAL CORPORATION PLC

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

June 9, 2022

Notice is hereby given that the 2022 Annual General Meeting of Shareholders (the "AGM" or the "Meeting") of Gates Industrial Corporation plc ("Gates" or the "Company") will be held virtually on Thursday, June 9, 2022, at 9:00 a.m., Mountain Time atwww.virtualshareholdermeeting.com/GTES2022. The AGM will be held for the following purposes:

• 1. To elect the nine 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 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").

• 4. To approve the Company's directors' remuneration policy (the "Directors' Remuneration Policy") as contained in Appendix A of this Proxy statement in accordance with the requirements of the Companies Act.

• 5. To ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting

• firm for the year ending December 31, 2022.

• 6. 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).

• 7. 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.

• 8. 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. The Company's Annual Report on Form 10-K for the fiscal year ended January 1, 2022 (the "2021 Annual Report") accompanies the Proxy Statement following this Notice. These documents may also be accessed free of charge atwww.proxyvote.com

You can vote and attend the AGM if you were a shareholder of record at the close of business on April 12, 2022.

On the day of the meeting, please visitwww.virtualshareholdermeeting.com/GTES2022and 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 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 AGM even if you plan to attend.

By Order of the Board of Directors,

Ivo Jurek

Chief Executive Officer

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL

GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 9, 2022:

The Notice of Annual General Meeting of Shareholders, Proxy Statement and 2021 Annual Report are available atwww.proxyvote.com