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SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 40-F

[   ] Registration statement pursuant to Section 12 of the
Securities Exchange Act of 1934 or ;

[X] Annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934

|For Fiscal year ended: September 30, 2012 | Commission File number: 01-14830
|----------------------------------------- | --------------------------------

GILDAN ACTIVEWEAR INC.(Exact name of registrant as specified in its charter)

Canada(Province or other jurisdiction of
incorporation or organization)

2200, 2250, 2300(Primary standard
industrial classification code number, if applicable)

Not Applicable(I.R.S. employer
identification number, if applicable)

600 de Maisonneuve Boulevard West, Montreal, Quebec,
Canada H3A 3J2, (514) 735-2023(Address and telephone number of
registrants principal executive office)

Puglisi & Associates, 850 Library Avenue, Suite 204,
P.O. Box 885, Newark, Delaware 19715, (302) 738-6680(Name,
address and telephone number of agent for service in the United States)

Securities registered pursuant to Section 12(b) of the Act:

|Title of each class | Name of each exchange on which registered
|------------------- | -----------------------------------------
|Common Shares       | New York Stock Exchange                  

Securities registered or to be registered pursuant to Section
12(g) of the Act:NoneSecurities for which there is a reporting
obligation pursuant to Section 15(d) of the Act:None

For annual reports, indicate by check mark the information filed
with this form:

|[X] Annual Information Form | [X] Audited Annual Financial
      Statements
|--------------------------- | ---------------------------------------------

Indicate the number of outstanding shares of each of the
issuers classes of capital or common stock as of the close of the period
covered by the annual report:

Common Shares: 121,596,490

Indicate by check mark whether the Registrant by filing the
information contained in this Form is also thereby furnishing the information to
the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934 (the "Exchange Act"). If "Yes" is marked, indicate the file number assigned
to the Registrant in connection with such Rule.

Yes [   ]                                                                                            No [X]

Indicate by check mark whether the Registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Exchange Act during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports); and (2) has been subject to such filing
requirements for the past 90 days.

Yes [X]                                                                                            No [  
]

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GILDAN ACTIVEWEAR INC.

ANNUAL INFORMATION FORM

for the year ended September 30, 2012





December 7, 2012

---

|GILDAN ACTIVEWEAR INC.      
|----------------------------
|2012 ANNUAL INFORMATION FORM
|TABLE OF CONTENTS           

|                                                              |                                                        | Page
|------------------------------------------------------------- | ------------------------------------------------------ | ----
|1.                                                            | CORPORATE
      STRUCTURE                              |     
|                                                              | 1.1
      Name, Address and Incorporation              | 1   
|                                                              | 1.2
      Intercorporate Relationships                 | 2   
|                                                              |                                                        |     
|2.                                                            | GENERAL DEVELOPMENT OF THE
      BUSINESS              |     
|                                                              | 2.1
      Recent Developments                          | 2   
|                                                              | 2.2
      Developments in Fiscal 2012                  | 3   
|                                                              | 2.3
      Developments in Fiscal 2011                  | 3   
|                                                              | 2.4
      Developments in Fiscal 2010                  | 4   
|                                                              |                                                        |     
|3.                                                            | DESCRIPTION OF
      THE BUSINESS                      |     
|                                                              | 3.1
      Business Overview                            | 5   
|                                                              | 3.2
      Risk Factors                                 | 16  
|                                                              | 3.3
      Employees                                    | 16  
|                                                              |                                                        |     
|4.                                                            | DIVIDEND
      POLICY                                  | 16  
|                                                              |                                                        |     
|5.                                                            | CAPITAL
      STRUCTURE                                |     
|                                                              | 5.1 First Preferred Shares                             | 17  
|                                                              | 5.2 Second Preferred Shares                            | 17  
|                                                              | 5.3 Common Shares                                      | 18  
|                                                              |                                                        |     
|6.                                                            | MARKET
      FOR SECURITIES                            | 18  
|                                                              |                                                        |     
|7.                                                            | DIRECTORS
      AND OFFICERS                           | 19  
|                                                              |                                                        |     
|8.                                                            | AUDIT
      AND FINANCE COMMITTEE DISCLOSURE           |     
|                                                              | 8.1 Mandate of the Audit
    and Finance Committee     | 22  
|                                                              | 8.2
    Composition of the Audit and Finance Committee | 22  
|                                                              | 8.3 Pre-Approval of
    Non-Audit Services             | 23  
|                                                              | 8.4
    External Auditor Service Fees                  | 23  
|                                                              |                                                        |     
|9.                                                            | LEGAL
      PROCEEDINGS                                | 24  
|                                                              |                                                        |     
|10.                                                           | TRANSFER
      AGENT AND REGISTRAR                     | 24  
|                                                              |                                                        |     
|11.                                                           | MATERIAL
      CONTRACTS                               | 24  
|                                                              |                                                        |     
|12.                                                           | INTERESTS
      OF EXPERTS                             | 24  
|                                                              |                                                        |     
|13.                                                           | FORWARD-LOOKING
      STATEMENTS                       | 24  
|                                                              |                                                        |     
|14.                                                           | ADDITIONAL
      INFORMATION                           | 27  
|                                                              |                                                       
|APPENDIX
      A  MANDATE OF THE AUDIT AND FINANCE COMMITTEE | 28                                                    

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This Annual Information Form is dated December 7, 2012 and,
except as otherwise indicated, the information contained herein is given as of
December 7, 2012.

Unless otherwise indicated, all dollar amounts set forth
herein are expressed in U.S. dollars and all financial information set forth
herein is prepared in accordance with International Financial Reporting
Standards (IFRS).

Unless otherwise indicated, all references to share prices,
trading volumes and per share measures are adjusted, on a retroactive basis, to
reflect all stock splits.

In this Annual Information Form, Gildan, the Company or
the words we, our and us refer, depending on the context, either to Gildan
Activewear Inc. or to Gildan Activewear Inc. together with its
subsidiaries.

The information appearing in the extracts of the documents
listed below and specifically referred to in this Annual Information Form is
incorporated herein by reference:

|- | Audited Consolidated Financial Statements as at and for the year ended
  September 30, 2012 (the 2012 Financial
  Statements);
|- | --------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                 
|- | Managements Discussion and Analysis for the year ended September 30,
  2012 (the 2012 Annual MD&A); and                      
|  |                                                                                                                                 
|- | The latest Notice of Annual Meeting of Shareholders and Management Proxy
  Circular filed on SEDAR.                             

The foregoing documents are available on the SEDAR website
at www.sedar.com, on the EDGAR website at www.sec.gov and on the Companys
website at www.gildan.com/corporate.

This Annual Information Form contains certain
forward-looking statements that are based on Gildans current expectations,
estimates, projections and assumptions and that were made by Gildan in light of
its experience and its perception of historical trends. Results indicated in
forward-looking statements may differ materially from the actual results. Please
refer to the cautionary statement on pages 24 and 25 of this Annual Information
Form for further explanation.

|1.  | CORPORATE STRUCTURE            
|--- | -------------------------------
|    |                                
|1.1 | Name, Address and
Incorporation

We were incorporated on May 8, 1984 pursuant to the Canada
Business Corporations Actunder the name of Textiles Gildan Inc. At our
inception, we focused our activities on the manufacture of textiles and produced
and sold finished fabric as a principal product-line. In 1992, we redefined our
operating strategy and, by 1994, our operations focused exclusively on the
manufacture and sale of activewear in the screenprint channel. In March 1995, we
changed our name to Gildan Activewear Inc./Les Vêtements de Sports Gildan Inc.
In 2005, we changed our French name to Les Vêtements de Sport Gildan Inc.

In June 1998, in conjunction with a planned initial public
offering, we filed Articles of Amendment to, among other things, remove the
private company restrictions contained in our charter documents and change the
structure of our authorized share capital. On June 17, 1998, we completed our
initial public offering of an aggregate of 3,000,000 Class A Subordinate Voting
shares at Cdn$10.29 per share, on a pre-split basis, for total gross proceeds of
Cdn$30,880,500.

On February 2, 2005, we filed Articles of Amendment in order
to, among other things, (i) create a new class of common shares (the Common
Shares), (ii) change each of the issued and outstanding Class A Subordinate
Voting shares into one of the newly-created Common Shares, and (iii) remove the
Class B Multiple Voting shares and the Class A Subordinate Voting shares as well
as the rights, privileges, restrictions and conditions attaching thereto. On
February 15, 2011, we filed Reinstated Articles of Incorporation in order to
change the number of directors to a minimum of five and a maximum of twelve as
determined by the directors from time to time and to appoint one or more
directors in accordance with the law governing the Company.

1

---

Our principal executive offices and registered office are
located at 600 de Maisonneuve Boulevard West, 33rdFloor, Montreal,
Québec, Canada H3A 3J2, and our main telephone number at that address is (514)
735-2023.

|1.2 | Intercorporate
Relationships
|--- | ----------------------------

The following table indicates our principal subsidiaries, their
jurisdiction of incorporation and the percentage of voting securities that we
beneficially own or over which we exercise direct or indirect control:

|Subsidiary                                                      | Jurisdiction of Incorporation | Percentage of Voting
      Securities or Partnership Interests that Gildan held
      as at December 7, 2012
|--------------------------------------------------------------- | ----------------------------- | ------------------------------------------------------------------------------------------------------------
|Gildan Activewear SRL                                           | Barbados                      | 100%                                                                                                        
|Gildan USA Inc.                                                 | Delaware                      | 100%                                                                                                        
|Gildan Choloma Textiles, S.
      de R.L.                       | Honduras                      | 100%                                                                                                        
|Gildan Activewear Dominican
      Republic Textile Company Inc. | Barbados                      | 100%                                                                                                        
|Gildan Honduras Hosiery
      Factory, S. de R.L.               | Honduras                      | 100%                                                                                                        
|Gildan Activewear Properties
      (Dominican Republic) Inc.    | Barbados                      | 100%                                                                                                        
|Gildan Activewear (UK)
      Limited                            | United Kingdom                | 100%                                                                                                        
|Gildan Hosiery Rio Nance, S.
      de R.L.                      | Honduras                      | 100%                                                                                                        
|GoldToeMoretz, LLC                                              | Delaware                      | 100%                                                                                                        
|Gildan Honduras Properties,
      S. de R.L.                    | Honduras                      | 100%                                                                                                        
|Gildan Mayan Textiles, S. de
      R.L.                         | Honduras                      | 100%                                                                                                        
|Anvil Knitwear, Inc.                                            | Delaware                      | 100%                                                                                                        

The subsidiaries that have been omitted do not represent
individually more than 10% of the consolidated assets and 10% of the
consolidated revenue of Gildan, or in the aggregate more than 20% of the total
consolidated assets and the consolidated revenue as at and for the year ended
September 30, 2012.

|2. | GENERAL DEVELOPMENT OF THE
  BUSINESS
|-- | -------------------------------------

The following section describes how our business has evolved in
the last three completed financial years and lists key events that have
influenced the development of our business.

|2.1 | Recent Developments
|--- | -------------------

- On November 28, 2012, Gildans Board of Directors approved a 20% increase
  in the amount of the current quarterly dividend and declared a cash dividend
  of $0.09 per share payable on January 7, 2013 to shareholders of record on
  December 13, 2012.
- During the first quarter of fiscal 2013, the Company completed the
  acquisition of the remaining 50% of CanAm Yarns, LLC (CanAm), its
  50%-owned yarn-spinning joint venture. The Company is currently planning to
  modernize and expand the two CanAm yarn-spinning facilities and is also
  planning a new yarn-spinning facility in the U.S. The strategic rationale for
  the Companys investment in vertically-integrated yarn-spinning is to support
  its projected sales growth and to continue to pursue its business model of
  investing in global low-cost manufacturing technology and in product
  technology which will provide consistent superior product quality. The Company
  is investing in ring-spun yarn technology which will provide enhanced quality
  features as well as qualify for duty-free access to U.S. markets under the
  Dominican Republic-Central America-United States Free Trade Agreement
  (CAFTA-DR), which requires the use of U.S. yarn or yarn
  spun in other CAFTA-DR member countries. Ring-spun products will be utilized
  as part of the Companys product offering in the Branded Apparel segment.

2

---

|2.2 | Developments in Fiscal
2012
|--- | ---------------------------

- The unprecedented volatility in the cost of cotton in fiscal 2011, which
  saw cotton prices reach historic highs in the first half of the year followed
  by an equally rapid and steep reversal in the second half of fiscal 2011, hurt
  overall profitability in the apparel industry in the first half of fiscal
  2012. Activewear margins in the first half of fiscal 2012 for our Printwear
  segment were significantly negatively affected by the consumption of inventory
  produced in fiscal 2011 with high-cost cotton. In addition, the Companys net
  loss reported in the first quarter of fiscal 2012 was impacted by significant
  inventory destocking by U.S. distributors in anticipation of selling price
  reductions from suppliers. In the first quarter of fiscal 2012, we reduced our
  selling prices in the U.S. distributor channel. We believe that lower selling
  prices helped stimulate the recovery in demand in the U.S. distributor channel
  in fiscal 2012 and reinforced our industry leading position in this market.
  Similarly, in the first half of fiscal 2012, the Branded Apparel segment was
  also affected by the consumption of inventory produced with high-cost cotton.
- As of fiscal 2012, the Company began managing and reporting its business as
  two operating segments, Printwear and Branded Apparel, each of which is a
  reportable segment for financial reporting purposes. Each segment has its own
  management that is accountable and responsible for the segments operations,
  results and financial performance. These segments are principally organized by
  the major customer markets they serve. A more detailed description of our
  operating segments is contained under item 3.1 Business Overview.
- On May 9, 2012, the Company acquired 100% of the common shares of Anvil
  Holdings, Inc. (Anvil) for cash consideration of $87.4 million, net
  of cash acquired. Anvil is a supplier of high-quality basic T-shirts and sport
  shirts. The acquisition of Anvil further enhances Gildans leadership position
  in the U.S. printwear market, and also positions the Company with potential
  growth opportunities as a supply chain partner to leading consumer brands with
  rigorous criteria for product quality and social responsibility. The
  acquisition is also expected to generate cost savings from integration
  synergies. Gildan financed the acquisition by the utilization of its revolving
  long-term credit facility.
- During fiscal 2012, we began the ramp-up of our newest textile facility,
  Rio Nance 5. During the production ramp-up of Rio Nance 5, we suspended
  production temporarily at our most mature facility, Rio Nance 1, in order to
  modernize and refurbish the facility and improve its cost efficiency. Rio Nance
  1 is expected to be available to resume operations in the second half of
  fiscal 2013 and production at the facility will be ramped-up as required. The
  addition of Rio Nance 5 and the resumption of production at Rio Nance 1 are
  expected to support our capacity requirements for our planned growth over the
  next few years.
- On December 2, 2011, the Toronto Stock Exchange (TSX) approved the
  renewal of Gildans normal course issuer bid to purchase up to a maximum of
  1,000,000 Common Shares, representing approximately 0.8% of its issued and
  outstanding Common Shares as at November 30, 2011. The Company did not make
  any purchases during the period of the bid and did not renew its normal course
  issuer bid when it expired on December 5, 2012.

|2.3 | Developments in Fiscal
2011
|--- | ---------------------------

- In the first half of fiscal 2011, we experienced a recovery in demand in
  our target printwear markets. However, starting with the third quarter of
  fiscal 2011, market conditions weakened and demand in the U.S. wholesale
  distributor channel declined approximately 8% in the second half of fiscal
  2011. Towards the latter part of fiscal 2010 we began to see a dramatic
  increase in cotton prices which peaked to historical new highs during fiscal
  2011. In response to the significant increase in cotton costs, apparel
  suppliers, including Gildan, implemented successive price increases beginning
  in the fourth quarter of fiscal 2010 and during fiscal 2011. During the second
  half of fiscal 2011, cotton future prices began a rapid and significant
  decline, but with no immediate benefit on industry costs as existing
  manufacturer inventories continued to reflect cotton purchased at the
  previously higher levels of cotton prices. Despite existing high-cost cotton
  in manufacturer inventories, short-term promotional discounting began to
  increase in the U.S. distributor channel at the end of the fourth quarter of
  fiscal 2011.

3

---

- On December 1, 2010, the Companys Board of Directors approved the
  introduction of a quarterly cash dividend in the amount of  $0.075 per
  share payable on all issued and outstanding Common Shares. During fiscal 2011,
  the Company paid an aggregate of $27.5 million of dividends.
- On December 1, 2010, the Companys Board of Directors also approved the
  reinstatement of a normal course issuer bid to repurchase up to 1,000,000
  outstanding Common Shares of the Company on the TSX and the New York Stock
  Exchange (NYSE). The Company was authorized to make purchases under
  the bid during the period from December 6, 2010 to December 5, 2011 or until
  such time as the bid was completed or terminated at the Companys option. The
  price paid was the market price of the Common Shares on the stock exchange on
  which the shares were purchased at the time of acquisition. During fiscal
  2011, the Company purchased 400,000 Common Shares under the bid for an
  aggregate amount of approximately $10.5 million. The Common Shares purchased
  under the bid were cancelled.
- On April 15, 2011, the Company acquired 100% of the common shares of Gold Toe
Moretz Holdings Corp. (Gold Toe Moretz) for consideration transferred of
$347.7 million, net of cash acquired, including contingent consideration of $5.3
million. The contingent consideration at the date of acquisition was
comprised of up to 150,000 common shares which were issued in the form of
treasury restricted share units contingent on specified future events. Gold Toe Moretz is a leading supplier of high-quality branded athletic, casual and dress
socks for national chains, mass-market retailers, price clubs, department stores

and specialty sporting goods stores in the United States. The acquisition was
financed using $100 million of cash on hand and $250 million drawn on Gildans
revolving credit facility. The acquisition of Gold Toe Moretz represents an
important step in our ongoing strategic development in retail. In addition to
the
introduction of leading consumer brands, the acquisition significantly expands
and diversifies our channels of distribution across the broad spectrum of the
U.S. retail channel.
- During fiscal 2011, the Company completed the construction of its third
  textile manufacturing facility in Honduras, Rio Nance 5, and commenced
  operations at the end of the fiscal year.
- During fiscal 2011, the Company consolidated U.S. sock manufacturing
  operations from its V.I. Prewett & Son, Inc. subsidiary, which was acquired in fiscal 2008, to its Central American
  manufacturing hub.
- During fiscal 2011, the Company increased its long-term unsecured revolving
  bank credit facility to $800 million from $400 million and extended the
  maturity date to June 2016 from June 2013.

|2.4 | Developments in Fiscal
2010
|--- | ---------------------------

- Following the severe economic downturn in 2009, we began to experience a
  recovery in demand in our target printwear markets in the second quarter of
  fiscal 2010. This recovery contributed in part to the Companys significant
  sales growth in fiscal 2010. The recessionary conditions from the severe
  economic downturn in fiscal 2009 followed by the economic recovery, however,
  created challenging conditions for the apparel marketplace, including global
  yarn shortages and freight distribution shortages, compounded by volatility in
  cotton prices. Towards the latter part of fiscal 2010, we began to see a
  dramatic increase in cotton prices which continued to increase in fiscal 2011
  and led to the commencement of selling price increases by apparel suppliers in
  order to mitigate the impact of increased raw material and other input costs.
- During fiscal 2010, we commenced the ramp-up of production at our new sock
  manufacturing facility in Honduras, Rio Nance 4.
- As an initial step towards the establishment of a manufacturing hub to
  support our growth in target markets in Asia and Europe, on March 31, 2010, we
  acquired a vertically-integrated manufacturing facility for the production of
  activewear in Bangladesh.
- During fiscal 2010, we made progress with our strategic initiative to
  penetrate the retail channel. We obtained new activewear and underwear
  programs, including our first major mens underwear program for Walmart under
  the Starter®brand.

4

---

- During fiscal 2010, we completed the construction of a biomass steam
  generation system in the Dominican Republic, which became operational during
  the year and initiated the construction of similar biomass steam generation
  projects at our sock manufacturing facilities in Honduras. These projects are
  expected to contribute to the reduction of our energy consumption and related
  costs.
- On November 17, 2009, we completed the acquisition of a distribution centre
  and office building in Charleston, South Carolina, for approximately $20
  million. During fiscal 2010, we began to consolidate our retail sales,
  marketing and distribution activities at this location and proceeded with the
  closure of our distribution centres at Martinsville, Virginia and Fort Payne,
  Alabama.
- During fiscal 2010, the Company acquired a new office building in Barbados
  for approximately $20 million, and moved its offices, including the sales and
  marketing functions of its Printwear business, to this location.
- On January 12, 2010, Haiti was devastated by a massive earthquake, which
  had an impact on Gildans third-party contractor operations in Haiti that are
  used to sew the majority of the fabric produced at our Dominican Republic
  textile facility. The impact on the Companys operations included a temporary
  loss of production, primarily during the second quarter, which subsequently
  resulted in lost sales opportunities as well as supply chain inefficiencies
  during the balance of the fiscal year. The Company received insurance proceeds
  of $8 million during the fourth quarter of fiscal 2010 which compensated in
  part for losses sustained as a result of the impact of the Haiti earthquake.

|3.  | DESCRIPTION OF THE BUSINESS
|--- | ---------------------------
|    |                            
|3.1 | Business Overview          

- Gildan is a marketer and globally low-cost vertically-integrated
  manufacturer of quality branded basic family apparel. We market our products
  under a portfolio of company-owned brands, including the Gildan®,
  Gold Toe®and Anvil®brands and brand extensions, as
  well as under licensing arrangements for the Under Armour®and New
  Balance®brands. We design, manufacture and source basic products
  characterized by low-fashion risk and frequent replenishment, such as
  T-shirts, fleece, sport shirts, socks and underwear, the majority of which are
  made of cotton and synthetic fibres. We sell our products to customers
  requiring an efficient supply chain and consistent product quality for
  high-volume continuous replenishment programs in the North American and
  international printwear markets and to U.S. retailers. Gildan®is
  the leading activewear brand in the printwear market in the U.S. and Canada,
  and is increasing its penetration in international markets, such as Europe,
  Mexico and the Asia-Pacific region. In the U.S. retail market, we are one of
  the largest suppliers of athletic, casual and dress socks sold to a broad
  spectrum of retailers and are pursuing a strategy to become a major supplier
  of basic branded activewear and underwear for this market. In addition to
  supplying retailers, Gildan also manufactures select activewear programs for
  leading global consumer brands. With over 30,000 employees worldwide, Gildan
  owns and operates highly efficient, large-scale, environmentally and socially
  responsible manufacturing facilities in Central America and the Caribbean
  Basin and also owns and operates a facility in Bangladesh to support its sales
  in Asia and Europe.

Strategy and Objectives

Our growth strategy comprises the following initiatives:

- Maximize printwear market penetration and
  opportunitiesWhile we have achieved a leadership position in the
  U.S. and Canadian printwear market, particularly in the U.S. wholesale
  distributor market, we continue to pursue additional growth opportunities to
  increase our penetration in the North American and international printwear
  markets as we expand our production capacity and introduce new products for
  these markets.

5

---

- Continue penetration of retail market as a full-line supplier of branded
  family apparelWe intend to continue to leverage our existing core
  competencies, successful business model and competitive strengths to further
  grow our sales to U.S. retailers. As in the printwear market, success factors
  in penetrating the retail channel include consistent quality, competitive
  pricing and fast and flexible replenishment, together with a commitment to
  corporate social responsibility and environmental sustainability. We sell our
  products in the retail channel under the Gildan®and Gold Toe®brands and related brand extensions, as well as under licensing
  agreements for the Under Armour®and New Balance®brands. We are a leading supplier of socks in the U.S. mass-market
  retail channel. We are increasingly focusing on the steady development of our
  company-owned and exclusively licensed brands to retailers. We intend to
  leverage our current distribution with retailers, our manufacturing scale and
  expertise and our ongoing marketing investment to support the further
  development of company-owned and licensed brands to create additional sales
  growth opportunities in socks and other product categories.During
  fiscal 2012 and early in fiscal 2013, we secured new branded programs for
  fiscal 2013 with national retail customers, as well as with regional retail
  chains, which will provide significant exposure and visibility for the
  Gildan®brand. These new programs include underwear, socks and
  activewear. We also made significant progress in our key initiative to grow
  the proportion of our sales of Company branded programs. The Company also
  reached an agreement to further extend the term of its exclusive U.S. sock
  license for the Under Armour®brand. In fiscal 2012, we retained a
  U.S. branding and marketing agency for the further development of the
  Gildan®and Gold Toe®portfolio of consumer brands and
  we intend to increase our investment in advertising in support of these
  brands.

6

---

- Continue to generate manufacturing and distribution cost
  reductionsWe continuously seek to improve our manufacturing and
  distribution processes and cost structure by developing and investing in
  projects for capacity expansion, cost-reduction, as well as for further
  product quality enhancement. As previously discussed, during fiscal 2012, we
  proceeded with the ramp-up of Rio Nance 5 and initiated plans to modernize and
  refurbish our Rio Nance 1 facility and improve its cost efficiency.
  Rio Nance 5 is expected to be the most cost efficient of our manufacturing
  facilities. During the first quarter of fiscal 2013, the Company completed the
  acquisition of the remaining 50% of CanAm. Gildan is currently planning to
  modernize and expand the two CanAm yarn-spinning facilities and is also
  planning a new yarn-spinning facility in the U.S. The strategic rationale for
  the Companys investment in vertically-integrated yarn-spinning is to support
  its projected sales growth and to continue to pursue its business model of
  investing in global low-cost manufacturing technology and in product
  technology which will provide consistent superior product quality. The Company
  is investing in ring-spun yarn technology which will provide enhanced quality
  features as well as qualify for duty-free access to U.S. markets under CAFTA-DR, which requires the use of U.S. yarn or yarn spun in other CAFTA-DR
  member countries. Ring-spun products will be utilized as part of the Companys
  branded product offering in Branded Apparel.We continue to execute our
  plans to reduce our reliance on high-cost fossil fuels and further reduce our
  impact on the environment by installing additional biomass facilities as an
  alternate source of natural renewable energy, and other initiatives to
  increase the efficiency of our energy-intensive equipment and processes, which
  reflect the Companys commitment to environmental sustainability. During
  fiscal 2012, we completed the installation of biomass facilities for steam
  generation for our textile production in Honduras, which is expected to lower
  our energy costs related to steam generation in fiscal 2013. The Company plans
  to continue to invest in biomass projects during fiscal 2013.
  The
  acquisition of Gold Toe Moretz also creates the potential to achieve cost
  synergies by combining certain overhead functions of both companies and
  integrating certain high-volume products supplied by Gold Toe Moretz into
  Gildans vertically-integrated sock manufacturing in Honduras. We are also
  seeking to achieve acquisition synergies from the integration of Anvils
  production for the printwear market into Gildans low-cost vertical
  manufacturing, the integration of Anvils U.S. and international distributor
  sales and marketing functions into Gildans existing Printwear business,
  consolidation of purchasing of raw materials and other purchased cost inputs,
  the elimination of certain duplicate administrative functions, and savings on
  ongoing working capital requirements.
- Reinvest cash flowWe will continue to evaluate opportunities to
  reinvest our cash flows generated from operations. We believe we will generate
  free cash flow after financing our working capital and capital expenditure
  requirements to support our organic growth. In order to re-invest our free
  cash flow, we will continue to seek complementary strategic acquisition
  opportunities which meet our return on investment criteria, based on our
  risk-adjusted cost of capital. In addition, we pay a dividend. On November 29,
  2012, the Company announced that its Board of Directors approved an increase
  in the amount of the current quarterly dividend per share by 20%.

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Our Operating Segments

As of fiscal 2012, the Company began managing and reporting its
business as two operating segments, Printwear and Branded Apparel, each of which
is a reportable segment for financial reporting purposes. Each segment has its
own management that is accountable and responsible for the segments operations,
results and financial performance. These segments are principally organized by
the major customer markets they serve. The following summary describes the
operations of each of the Companys operating segments:

Printwear segment

The Printwear segment, headquartered in Christ Church, Barbados, designs,
manufactures, sources and distributes undecorated activewear products in large
quantities primarily to wholesale distributors in printwear markets in over 30
countries across North America, Europe and the Asia-Pacific region. The products
sold through our Printwear segment consist mainly of undecorated or blank
T-shirts, fleece and sport shirts marketed primarily under our Gildan®brand. More recently, following the acquisition of Anvil on May 9, 2012,
the Anvil®brand and brand extensions were added to our brand
portfolio. In addition, during fiscal 2012, we reached an agreement to license
the New Balance®brand for performance activewear products in the
printwear distributor channel in the U.S. and Canada. Wholesale distributors buy
our products and subsequently sell to screenprinters and embroiderers who
decorate the products with designs and logos. Screenprinters and embroiderers
then sell the imprinted activewear to a highly diversified range of end-use
markets, including educational institutions, athletic dealers, event
merchandisers, promotional product distributors, charity organizations,
entertainment promoters, travel and tourism venues and retailers. Our activewear
products are used in a variety of daily activities by individuals, including
work and school uniforms and athletic team wear, and for various other purposes
to convey individual, group and team identity.

Branded Apparel segment

The Branded Apparel segment, headquartered in Charleston, South
Carolina, designs, manufactures, sources, and distributes branded family
apparel, which includes socks, underwear and activewear products primarily to
U.S. retailers. Currently, the majority of our Branded Apparel segment sales
consist of a variety of styles of socks, sold primarily under various
company-owned and licensed brands, as well as select national retailers brands.
We are now pursuing a strategy to grow our sales of underwear and activewear
products in the U.S. retail market as we add new production capacity. We are
increasingly focused on developing the Gildan brand within the retail channel.
In fiscal 2011, the acquisition of Gold Toe Moretz, a leading supplier of high-quality branded athletic, casual and dress
socks for U.S. retailers, allowed us to significantly expand our brand portfolio
to include the core Gold Toe®brand, which has high consumer brand
recognition in national chains, department stores, and price clubs; the
SilverToe®brand sold to a national chain; the GT®brand
which we believe has further potential for development in the mass-market; the
PowerSox®athletic performance brand which is  distributed mainly
through sports specialty retailers and national chains; the Auro®brand for the mass-market; and All Pro®, an athletic sock
brand for the mass-market. We also have contractual licensing relationships with
Under Armour®and New Balance®as the exclusive U.S. sock
licensee for these brands. Furthermore, with the acquisition of Anvil, the
Branded Apparel segment now also includes the manufacture and distribution of
activewear products for leading consumer brands, including major sportswear and
family entertainment brands.

Competitive Environment

The market for our products is highly competitive and is served
by domestic and international manufacturers or suppliers. Competition is
generally based upon price, with reliable quality and service also being
critical requirements for success. Consumer brand recognition and appeal are
also factors in the retail market. Our competitive strengths include our
expertise in building and operating large-scale, vertically-integrated,
strategically-located manufacturing hubs. Our capital investments in
manufacturing allow us to operate efficiently and reduce costs, offer
competitive pricing, consistent product quality, and a reliable supply chain,
which efficiently services replenishment programs with short production/delivery
cycle times. Continued innovations in our manufacturing processes have also
allowed us to deliver enhanced product features, further improving the value
proposition of our product offering to our customers. We have enhanced our
consumer brand portfolio with the addition of the Gold Toe®brand and
brand extensions and the Under Armour®and New Balance®licensed brands. The Company is focused on further developing its brands
and is making a significant investment in advertising in support of further
enhancement of its Gildan®and Gold Toe®brands. Our
commitment to pursuing leading environmental and social responsibility practices
is also an increasingly important factor for our customers.

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Printwear segment

Our primary competitors in North America include major apparel
manufacturers such as Fruit of the Loom, Inc. (Fruit of the Loom) and
Russell Corporation (Russell), both subsidiaries of Berkshire Hathaway
Inc. (Berkshire), Hanesbrands Inc., and smaller U.S.-based
manufacturers, including Alstyle Apparel, a division of Ennis Corp., Delta
Apparel Inc., as well as Central American and Mexican manufacturers. Competitors
in the European printwear market include Fruit of the Loom and Russell, as well
as competitors that do not have integrated manufacturing operations and source
products from suppliers in Asia.

Branded Apparel segment

In the retail channel we compete primarily with Hanesbrands
Inc. and Berkshires subsidiaries, Fruit of the Loom and Russell. In addition,
our company-owned and licensed sock brands compete with companies such as Renfro
Corporation, which manufactures and sources socks for owned and licensed brands, as
well as brands from well-established U.S. fashion apparel and sportswear
companies, which primarily source their products from Asia.

Manufacturing operations

We have developed a significant manufacturing infrastructure in
two main hubs in Central America and the Caribbean Basin, where we have built
modern textile and sock manufacturing facilities and have established sewing
operations. In addition, we own a small vertically-integrated manufacturing
facility for the production of activewear in Bangladesh which mainly serves our
international markets.

Central American manufacturing hub

Our largest manufacturing hub is based in Honduras and includes
three large-scale vertically-integrated textile facilities for the production of
activewear and underwear, Rio Nance 1, Rio Nance 2 and Rio Nance 5. Our newest
and largest facility, Rio Nance 5 commenced operations at the end of fiscal 2011
and continued to ramp-up production during fiscal 2012. Rio Nance 5 is expected
to be the most cost efficient of our manufacturing facilities once it is fully
ramped-up. While accelerating the production ramp-up of Rio Nance 5, we
suspended production at the Rio Nance 1 facility temporarily  in order to modernize and refurbish the facility
and improve the facilitys
cost efficiency. The textiles produced at the Rio Nance complex are sewn in our
sewing facilities in Honduras and Nicaragua. At the same complex, we have also
constructed and operate two large-scale, integrated sock manufacturing
facilities, Rio Nance 3 and Rio Nance 4. Rio Nance 4 began production during
fiscal 2010 and is expected to support future sales growth in the sock category
in addition to supporting production for a portion of our sock product-line
previously sourced from third-party contractors, in order to reduce our sock
manufacturing costs. In addition, during fiscal 2012, we acquired a small
textile facility in Honduras and sewing facilities in Honduras and Nicaragua
through the acquisition of Anvil.

Caribbean Basin manufacturing hub

Our Caribbean Basin manufacturing hub includes a
vertically-integrated textile facility for the production of activewear fabric
in Bella Vista, Dominican Republic. Textiles produced at our manufacturing
facility in the Dominican Republic are sewn at third-party contractor operations
in Haiti and at our sewing facility in the Dominican Republic.

While we internally produce the majority of the products we
sell, we also have sourcing capabilities to complement Gildans large scale,
vertically-integrated manufacturing.

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Yarn-spinning

We satisfy our yarn requirements primarily by sourcing in the
U.S. from third-party yarn suppliers with which we have supply agreements, as
well as from our own yarn-spinning facilities in the U.S. previously owned by a
joint venture, CanAm. During the first quarter of fiscal 2013, CanAm became a
wholly-owned subsidiary, following our acquisition of the remaining 50%
interest. The Company is currently planning to modernize and expand the two
CanAm yarn-spinning facilities and is also planning a new yarn-spinning facility
in the U.S. for the production of ring-spun yarn which will be utilized as part
of the Companys branded product offering in the Branded Apparel segment.

Sales, marketing and distribution

Our sales and marketing offices are responsible for
customer-related functions, including sales management, marketing, customer
service, credit management, sales forecasting and production planning, and
inventory control and logistics for each of their respective operating
segments.

Printwear segment

Our sales and marketing office servicing our global printwear
markets is located in Christ Church, Barbados. Following the acquisition of
Anvil during fiscal 2012, Anvils U.S. and international distributor sales
infrastructure was consolidated and integrated into our operations in Barbados.
We distribute our activewear products for the printwear markets primarily out of
our main distribution centre in Eden, North Carolina. We also use third-party
warehouses in the western United States, Canada, Mexico, Europe and Asia to
service our customers in these markets.

Branded Apparel segment

Our primary sales and marketing office for our Branded Apparel
segment is located in Charleston, South Carolina at the same location as our
primary distribution centre servicing our retail customers. In addition, we also
service retail customers from smaller distribution centres in North Carolina and
South Carolina. We also operate 32 Gold Toe retail stores located in outlet
malls throughout the United States.

Customers

We sell our products to customers requiring an efficient supply
chain and consistent product quality for high-volume quick replenishment
programs in the North American and international printwear markets and we are
becoming a growing supplier to U.S. retailers. In our printwear markets we sell
our products in over 30 countries across North America, Europe and the
Asia-Pacific region, primarily to wholesale distributors. Our products in the
U.S. retail market are sold to a broad spectrum of retailers, including
mass-market retailers, department stores, national and regional chains, sports
specialty stores and price clubs. In fiscal 2012 our sales totalled $1,948.3
million, of which $1,334.3 million were derived from our Printwear customers and
$614.0 million from Branded Apparel customers. In fiscal 2012, we sold our
products in the United States, Canada and Europe and other international
markets, which accounted for 89.2%, 3.5% and 7.3% of total sales, respectively.
For a breakdown of our total sales by geographic market for each of the last two
financial years, reference is made to note 27 to the 2012 Financial Statements,
which note is incorporated herein by reference.

Our total customer base is composed of a relatively small
number of significant customers. In fiscal 2012, our largest customer accounted
for 14.8% of our total sales, and our top ten customers accounted for 58.1% of
our total sales. Although we have long-term ongoing relationships with many of
our customers, our contracts with our customers do not require them to purchase
a minimum quantity of our products. Instead, we assess their projected
requirements and then plan our production and marketing strategy
accordingly.

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Raw Materials

Cotton and polyester fibres are the main raw materials used in
the manufacturing of our products. Cotton is used in the manufacturing of both
100% cotton yarn and blended yarn, while polyester is used in the manufacturing
of both blended yarn and 100% polyester yarns. The majority of the cotton fibre
used in the manufacturing of yarn for Gildan is typically purchased on Gildans
behalf by our yarn suppliers for future delivery at pre-determined prices under
contracts as deemed appropriate by management. Polyester pricing is negotiated
directly with suppliers on an annual basis subject to the price variability of
certain polyester components.

During fiscal 2012, most of our yarn requirements for the
production of our product-lines were met by our long-term supply agreements with
third-party suppliers, as well as by our then jointly-owned CanAm yarn-spinning
facilities in Cedartown, Georgia and Clarkton, North Carolina. Our yarn
requirement for our Bangladesh operations is supplied by local and regional
spinners. During the course of the first quarter of 2013, Gildan proceeded to
acquire all of its partners interest in CanAm, which then became a wholly-owned
subsidiary of Gildan. We expect that most of our yarn requirements will continue
to be met by these sources.

The primary sources of energy consumed in our manufacturing
facilities are (i) biomass, bunker fuel and natural gas, which are used to
generate steam required in the production process, and (ii) electricity, which
is used to power production equipment. The bunker fuel used in our operations is
supplied by local third-party suppliers, and the pricing is highly dependent on
international market prices for bunker fuel. Natural gas is used in our
operations in the Dominican Republic and Bangladesh, and is obtained from local
third-party suppliers. The electricity requirements at our two main production
complexes, located in Honduras and the Dominican Republic, are provided by
public utility companies. Electricity rates are variable and are, in part,
related to underlying oil prices.

Biomass, derived both from dedicated plantations and
agricultural waste, is sourced from private third-party suppliers, and now
provides a portion of the energy for our operations in both the Dominican
Republic and Honduras. We anticipate that our biomass consumption needs will
increase progressively over the next few years. During fiscal 2009, we began
construction of a biomass steam generation system in the Dominican Republic,
which began operating as of March 2010 and has contributed to the reduction of
the energy costs associated with our textile production in the Dominican
Republic. In addition, during fiscal 2010, we completed similar biomass steam
generation projects for our sock manufacturing facilities in Honduras. The
biomass facility for Rio Nance 3 became operational at the end of fiscal 2010,
and the second biomass facility for Rio Nance 4 became operational during the
first quarter of fiscal 2011. In the third quarter of 2011, we began the
construction of a biomass steam generation facility to support our textile
facilities in Honduras, which is now fully operational and provides the majority
of the steam used in our textile operations in Honduras.

We also purchase chemicals, dyestuffs and trims through a
variety of suppliers. These products have historically been available in
sufficient supply.

Management Information Systems

Our Enterprise Resource Planning (ERP) system supports
the majority of our operations in the areas of finance, manufacturing and
customer service. This system is centralized and is accessed from all of our
locations through secure networks. Our ERP system is linked to servers
supporting both local processes and specialized applications, including payroll
and distribution. Due to our increasing dependence on the availability of our
computer systems to support our operations, we plan to continue, in fiscal 2012,
to implement initiatives to enhance our information technology (IT)
processes and infrastructure based on the Information Technology Infrastructure
Library, a framework of best practices approaches intended to facilitate the
delivery of high-quality IT services.

The Gildan JD Edwards ERP World system has been in place since
1999. In fiscal 2010, we initiated a process to upgrade to the current release,
Enterprise One. The upgrade will facilitate the strategic objective of improving
and modernizing system functionality and business agility. We implemented the
first phase of the upgrade in fiscal 2012.

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Seasonality and Other Factors Affecting the Variability of
Results and Financial Condition

Our results of operations for interim periods and for full
fiscal years are impacted by the variability of certain factors, including, but
not limited to, changes in end-use demand and customer demand, our customers
decision to increase or decrease their inventory levels, changes in our sales
mix, and fluctuations in selling prices and raw material costs. While our
products are sold on a year-round basis, our business experiences seasonal
changes in demand which result in quarterly fluctuations in operating results.
Historically, net sales have been lowest in the first quarter and highest in the
third quarter of the fiscal year, reflecting the seasonality of the Printwear
segment net sales, which have historically accounted for a majority of the
Companys consolidated net sales. Demand for T-shirts is lowest in the first
fiscal quarter and highest in the third quarter of each fiscal year, when
distributors purchase inventory for the peak Summer selling season. Demand for
fleece is typically highest, in advance of the Fall and Winter seasons, in the
third and fourth quarters of each fiscal year. For our sock products, demand is
typically highest in the first and fourth quarters of each fiscal year,
stimulated largely by the cooler weather and the need to support requirements
for the back-to-school period and the holiday season in retail.

Historically, we have typically operated our mature facilities
at full capacity throughout the year in order to be cost efficient.
Consequently, with the seasonal sales trends of our business, we experience
fluctuations in our inventory levels throughout the year, in particular a
build-up of T-shirt inventory levels in the first half of the year.

In the first quarter of fiscal 2012, the Company reported a net
loss due to the impact of significant distributor inventory destocking, a
special distributor inventory devaluation discount of approximately $19 million,
and a charge to cost of sales of approximately $9 million relating to extended
holiday production downtime in December.

Our results are also impacted by fluctuations in the price of
raw materials and other input costs. Cotton and polyester fibres are the primary
raw materials used in the manufacture of our products, and we also use
chemicals, dyestuffs and trims which we purchase from a variety of suppliers.
Cotton prices, which directly affect the cost of the cotton fibres we purchase,
are affected by weather, consumer demand, speculation on the commodities market,
the relative valuations and fluctuations of the currencies of producer versus
consumer countries and other factors that are generally unpredictable. While we
enter into contracts in advance of delivery to establish firm prices for the
cotton component of our yarn, our realized cotton costs can fluctuate
significantly between interim and annual reporting periods. Energy costs in our
results of operations are also affected by fluctuations in crude oil and
petroleum prices, which can also influence transportation costs and the cost of
related items used in our business, such as polyester fibres, chemicals,
dyestuffs and trims.

As noted in our 2012 Annual MD&A, under the section
entitled Economic Environment and Business Outlook, the Companys results in
the first half and in part in the third quarter of fiscal 2012 were
significantly negatively affected by the consumption of inventory manufactured
with cotton purchased at historically high cotton price levels during the
unprecedented rise of cotton prices which occurred in 2011. In addition, in the
first quarter of fiscal 2012, the Company reduced selling prices for its
Printwear products ahead of the consumption of this high-cost inventory.
Consequently, gross margins were negatively impacted during this period relative
to historical levels due to the misalignment of industry selling prices and the
cost of cotton in inventories being consumed. Gross margins in the fourth
quarter of fiscal 2012 reflected the return to more normal levels of historical
profitability as industry selling prices and the cost of cotton in inventories
consumed in the quarter were more closely aligned.

Business acquisitions may affect the comparability of results.
As noted in our 2012 Annual MD&A, under the table entitled Summary of
Quarterly Results, the quarterly financial data reflects the acquisition of
Gold Toe Moretz from April 15, 2011 and the acquisition of Anvil from May 9,
2012.

Management decisions to consolidate or reorganize operations,
including the closure of facilities, may result in significant restructuring
costs in an interim or annual period. In addition, the effect of asset
write-downs, including provisions for bad debts and slow moving inventories, can
affect the variability of our results. The section entitled Restructuring and
acquisition related costs of our 2012 Annual MD&A contains a discussion of
costs related to the Companys restructuring activities and business
acquisitions.

In the third quarter of fiscal 2012, following the transition
of production from Rio Nance 1 to Rio Nance 5, the Company suspended production
at its Rio Nance 1 facility temporarily as it proceeds with plans to modernize
and refurbish the facility. Consequently, a non-cash charge of approximately
$0.03 per share to write off obsolete equipment at Rio Nance 1 was recorded in
the third quarter of fiscal 2012 and results in the second half of the fiscal year also include transitional manufacturing
inefficiencies related to the ramp-down of the Rio Nance 1 facility and the
ramp-up of Rio Nance 5. Depreciation expense will continue to be recorded on
non-obsolete idle equipment during the temporary closure of Rio Nance 1.

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Our reported amounts for sales, selling, general and
administrative expenses, and financial expenses/income are impacted by
fluctuations in the U.S. dollar versus certain other currencies as described in
the Financial Risk Management section of our 2012 Annual MD&A. The Company
may periodically use derivative financial instruments to manage risks related to
fluctuations in foreign exchange rates.

Trade Regulation

As a multinational corporation, we are affected by
international trade legislation, as well as bilateral and multilateral trade
agreements in the countries in which we operate, source and sell products.
Although the textile and apparel industries of developed countries such as
Canada, the United States and the European Union have historically received a
relatively higher degree of trade protection than other industries, trade
liberalization has diminished this protection in recent years. In order to
remain globally competitive, we have situated our manufacturing facilities in
strategic locations to leverage the benefits of the trade liberalization
climate. Furthermore, management continuously monitors new developments and
risks relating to duties, tariffs and quotas that could impact our approach to
global manufacturing and sourcing and makes adjustments as needed.

The United States, Canada and Mexico have implemented several
free trade agreements and trade preference programs to enhance trade with
certain countries. There exist a number of regional free trade agreements and
trade preference programs, such as CAFTA-DR, the Caribbean Basin Trade
Partnership Actand the Haitian Hemispheric Opportunity through
Partnership Encouragement Act(HOPE), which allow qualifying
textiles and apparel from participating countries duty-free access to certain
developed countries markets.

The United States adopted CAFTA-DR and HOPE (as amended by HOPE
II legislation in 2008 and by the Haitian Economic Lift Program legislation in
2010) to strengthen and develop U.S. economic relations and expand trade with
Central America, the Dominican Republic and Haiti, where we have substantial
manufacturing operations and activities.

In 2012, the United States implemented free trade agreements
with South Korea, Colombia and Panama and has also continued free trade
negotiations with a group of countries under the umbrella of the Trans-Pacific
Partnership (TPP). Countries participating in the TPP negotiations at
this time are Australia, Brunei, Canada, Chile, Mexico, Malaysia, New Zealand,
Peru, Singapore and Vietnam. The United States entry into new free trade
agreements may negatively affect our competitive position in the United States.

Periodically, U.S. domestic industry groups have threatened to
seek various trade remedies, including a section 421 action, under the terms of
the U.S.-China World Trade Organization accession agreement, against apparel
imports from China which could result in higher duty rates or tariff rate quotas
for Chinese apparel and improve our competitive position in affected product
classifications. Any action taken by the United States under section 421 would
be required to expire under the terms of the accession agreement in 2013.

The governments of Canada and Honduras have announced the
signing of a free trade agreement between the two countries. Once ratified, the
agreement will enable qualifying textiles and apparel from Honduras to benefit
from duty-free access into the Canadian market.

Imports into the Mexican market may qualify for trade
preferences from various free trade agreements such as the Mexico-Costa Rica
Free Trade Agreement, the Mexico-Nicaragua Free Trade Agreement, and
the Mexico-Northern Triangle Regional Trade Agreement, which includes El
Salvador, Guatemala and Honduras as member countries. Furthermore, the import
tariff rates on textile and apparel articles imported into Mexico will gradually
be reduced by 2013.

In addition to free trade arrangements among the individual
countries within the European Union, the European Union also has preferential
trade agreements with other European countries and with countries outside of
Europe. For example, the European Union maintains a Generalized System of
Preferences (GSP) and the Africa-Caribbean-Pacific programs that allow
duty-free entry into the European Union of qualifying articles, including
apparel, from developing countries such as Honduras and Nicaragua, and least
developed countries, including Haiti. Recent amendments regarding the reform of
certain of the GSP provisions, including the rules of origin, have not yet come into effect. The new provisions will further
enhance duty-free access to the European Union of qualifying apparel articles,
including, potentially, apparel articles from Pakistan, which could negatively
impact our competitive position in the European Union.

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The European Union and the Central American countries Costa
Rica, El Salvador, Guatemala, Honduras, Nicaragua and Panama signed in 2012 a
comprehensive association agreement (the Association Agreement) which
includes a trade component allowing duty free entry into the European Union of
qualifying apparel articles. The Association Agreement, once enacted, would
supersede the eligibility for the GSP trade preference of the signatory Central
American countries. The European Union has reached similar agreements with
Colombia and Peru. The impact of the enactment of the Association Agreement and
the agreements with Colombia and Peru on our operations cannot be ascertained at
this time. Other European Union trade agreements, known as economic partnership
agreements, are already in effect with Mexico and several of the Caribbean
states.

The Peoples Republic of China extended duty-free and
quota-free trade benefits awarded to Bangladesh under the Asia Pacific Trade
Agreementto include certain chief-weight cotton apparel articles made in
Bangladesh.

Overall, new agreements or arrangements that further liberalize
access to our key developed country markets could potentially impact our
competiveness in those markets negatively. The likelihood that any such
agreements, measures or programs will be adopted, or that the agreements and
preference programs around which we have built our manufacturing supply chain
will be modified, repealed, or allowed to expire, and the extent of the impact
of such changes on our business, cannot be determined with certainty.

Product Safety Regulation

We are subject to consumer product safety laws and regulations
that could affect our business. In the United States, we are subject to the
Consumer Product Safety Act, as amended by the Consumer Product Safety
Improvement Actof 2008, to the Federal Hazardous Substances Act, to
the Flammable Fabrics Act, and to the rules and regulations promulgated
pursuant to such statutes. Such laws provide for substantial penalties for
non-compliance. These statutes and regulations include requirements for testing
and certification for flammability of wearing apparel, for lead content and lead
in surface coatings in childrens products, and for phthalate content in child
care articles, including plasticized components of childrens sleepwear. As of
December 31, 2011, the Consumer Product Safety Commission lifted its stay of
enforcement with respect to phthalate testing and certification, and is actively
enforcing all of the requirements listed above. In addition, we are also subject
to similar laws and regulations in the various individual states in which our
products are sold.

In Canada, we are subject to similar laws and regulations, the
most significant of which are the Hazardous Products Act(the
HPA) and the Canada Consumer Product Safety Act(the
CCPSA). The CCPSA came into force on June 20, 2011. It is aimed at
emphasizing industry's responsibility to provide safe products, strengthening
enforcement authorities, providing more and better information for the public,
improving the safety of imported products, ensuring better record keeping, and
instituting mandatory reporting. Regulations currently in place under the HPA
will be incorporated into the CCPSA or, where necessary because of structural
differences between the two statutes, replaced by new CCPSA regulations. For
example, the CCPSAs Childrens Sleepwear Regulationsreplaced the HPAs
Hazardous Products (Children's Sleepwear) Regulations. The CCPSA also
provides for new regulations, such as the textile flammability regulations. As
under U.S. laws, surface coatings and phthalates are also regulated under the
CCPSA.

In the European Union, we are also subject to product safety
regulations, the most significant of which are imposed pursuant to the
General Product Safety Directive. We are also subject to similar laws and
regulations in the other jurisdictions in which our products are sold.

Although we believe that we are in compliance in all material
respects with applicable product safety laws and regulations in the
jurisdictions in which we operate, the extent of our liability, if any, for past
failures to comply with laws, regulations and permits applicable to our
operations cannot be reasonably determined.

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Intellectual Property

We own several registered trademarks including, among others,
the Gildan®trademark in Canada, the United States and in the
European Community as well as in many countries in Central America, South
America and Asia-Pacific, including Australia. Applications for the registration
of the Gildan®trademark, as well as for the Ultra
CottonTM, DryBlendTM, Smart BasicsTM, Part of
Your LifeTM, Gildan Sof'tagTM, Gildan Premium
CottonTMand Gildan Softstyle®trademarks, are also
pending in several countries. As a result of the acquisition of Gold Toe Moretz,
we also own the iconic Gold Toe®trademark, as well as the Silver
Toe®, GT®, Auro®, PowerSox®, All
Pro®, Soleution®and The Best Socks On Two FeetTMtrademarks, and we will further expand registration of these marks
internationally. In addition, we have an exclusive license for Under
Armour®branded socks in the U.S., with potential international
expansion. We also own an exclusive U.S. license for New Balance®branded socks and a license for New Balance®branded basic,
performance and fleece apparel in the U.S. and Canada to the printwear industry.
Moreover, with the acquisition of Anvil, we now also own Anvil's portfolio of
trademarks for high-quality basic t-shirts and sport shirts including
Anvil®, Anvil Not Just a T-Shirt®, Anvil's eco collection
(Anvil Organic®, Anvil Recycled®, Anvil
Sustainable®) as well as a number of other registered trademarks. In
addition, Shirt Scan®and Track My T®trademarks (and
copyright) pertain to computer and mobile applications which provide information
on clothing manufacturing. We have and intend to continue to maintain our
trademarks and the relevant registrations, and will actively pursue the
registration of trademarks in Canada, the United States and abroad.

Social and Environmental Responsibility

Our social and environmental responsibility program encompasses
four major areas of focus:

- People well-being:Commitment to industry-leading
  working conditions and labour practices at each of our worldwide locations;
- Community engagement:Commitment to our neighbours
  through dedicated support for youth and humanitarian aid;
- Environmental protection:Commitment to the
  development and implementation of leading and innovative environmental
  solutions that reduce the impact of our operations throughout our entire
  supply chain; and
- Product sustainability:Commitment to a responsible
  product-line through sustainable solutions.

Social Compliance

We provide favourable working conditions for all our employees.
All of Gildans operations are governed by the Companys Code of Conduct, which
is based on the International Labour Organization Conventions and which also
encompasses elements set forth by the Fair Labor Association (FLA), and
the Worldwide Responsible Accredited Production (WRAP), as well as best
practices commonly agreed upon in the area of corporate social responsibility.

We have implemented internal and external monitoring programs
that permit us to verify compliance with local labour laws, as well as with
internationally recognized labour standards. Our social compliance monitoring is
composed of both external third-party audits and internal monitoring audits.
Independent third-party monitors also regularly audit our plants, both on an
announced and unannounced basis. During fiscal 2012, 142 audits were performed
in our facilities and in the facilities of our third-party contractors. Over 37%
of these audits were carried out by third-party auditors, 70% of which were
mandated by our customers.

All of our mature sewing facilities and our contractors
facilities in Haiti have been certified by WRAP, an independent, non-profit
organization dedicated to the promotion and certification of lawful, humane and
ethical manufacturing throughout the world. WRAP, through independent
third-party verification, certifies facilities that comply with its Code of
Conduct. All of our third-party sewing contractors are contractually required to
follow prescribed employment policies as well as our Code of Conduct.

15

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In November 2003, we joined the FLA as a Participating
Company. The FLA is internationally recognized and respected as a non-profit
organization whose goal is to promote adherence to international labour
standards and to improve working conditions for employees worldwide. In fiscal
2007, the FLA accorded accreditation status to our labour compliance
program.

Environmental Compliance

Gildan operates within the guidelines and practices set forth
in its Corporate Environmental Policy and in its Environmental Code of Practice.
The thrust of our environmental program is to reduce our environmental impact
and to preserve the external natural resources the Company utilizes. Innovative
systems such as the Biotop, a biological wastewater treatment system, and our
biomass steam generation systems are some of the sustainable practices we have
put in place. The Company monitors, controls and manages other environmental
issues through policies which include, but are not limited to, the recycling and
creation of measures for waste prevention, minimization, recovery and treatment
at all stages of the production cycle including the off-site disposal of any
hazardous waste.

We are subject to various federal, state and local
environmental  laws and regulations in the
jurisdictions in which we operate, concerning, among other things, wastewater
discharges, storm water flows, and solid waste disposal. Our manufacturing
plants generate small quantities of hazardous waste, which are either recycled
or disposed of by licensed waste management companies. Through our Corporate
Environmental Policy, Environmental Code of Practice and Environmental
Management System, we seek not only to comply with applicable laws and
regulations, but also to reduce our environmental footprint through waste
prevention, recovery and treatment. Although we believe that we are in
compliance in all material respects with the regulatory requirements of those
jurisdictions in which our facilities are located the extent of our liability,
if any, for past failures to comply with laws, regulations and permits
applicable to our operations cannot be reasonably determined.

In line with our commitment to the environment, as well as to
the health and safety of our employees, we incur capital and other expenditures
each year that are aimed at achieving compliance with current environmental
standards and applicable occupational health and safety laws and regulations. For fiscal 2012, the environmental protection requirements with
regard to the Companys operations did not have a significant financial or
operational impact on the Company's capital expenditures, earnings and
competitive position. Although we do not expect that the amount of these
expenditures in the future will have a material adverse effect on our
operations, financial condition or liquidity, there can be no assurance that
future changes in federal, state, or local regulations, interpretations of
existing regulations or the discovery of currently unknown problems or
conditions will not require substantial additional environmental remediation
expenditures or result in a disruption to our supply chain that could have a
material adverse effect on our business.

For more information on our Gildan Genuine Stewardship program,
you can visit www.genuinegildan.com.

|3.2 | Risk Factors
|--- | ------------

Please see the Financial Risk Management, Critical
Accounting Estimates and Judgments and the Risks and Uncertainties sections
of our 2012 Annual MD&A beginning on page 22, page 27 and page 33,
respectively, which are incorporated herein by reference.

|3.3 | Employees
|--- | ---------

Gildan employs over 30,000 employees worldwide. The Company has
historically been able to operate in a productive manner in all of its
manufacturing facilities without experiencing significant labour disruptions,
such as strikes or work stoppages. Some of our employees are members of labour
organizations and, with the acquisition of Anvil, we are now a party to
collective bargaining agreements at our Anvil sewing facilities in Honduras and
Nicaragua.

|4. | DIVIDEND POLICY
|-- | ---------------

In December 2010, the Company announced the adoption of a
dividend policy which aims to declare and pay cash dividends on a quarterly
basis.

16

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While the Board of Directors of the Company wishes to retain
some of the Companys earnings to take advantage of opportunities to develop and
expand its business, the Company aims to declare and pay cash dividends on a
quarterly basis. The Board of Directors will consider several factors when
reviewing dividend payments, including the Companys present and future
earnings, cash flows, capital requirements and future regulatory restrictions,
while complying with laws governing the Company. There can be no assurance as to
the amount or timing of dividends in the future.

During fiscal 2011 and 2012, the Company declared quarterly
cash dividends amounting to US$0.075 per Common Share for shares listed on the
NYSE and the equivalent amount in Canadian dollars (using the Bank of Canadas
latest closing conversion rate at the time of payment) for shares listed on the
TSX.

On November 28, 2012, Gildans Board of Directors approved a
20% increase in the amount of the quarterly dividends and declared a cash
dividend of $0.09 per share payable on January 7, 2013.

|5.  | CAPITAL STRUCTURE     
|--- | ----------------------
|    |                       
|5.1 | First Preferred Shares

Issuance in Series

The First Preferred shares are issuable in series and the Board
of Directors has the right, from time to time, to fix the number of, and to
determine the designation, rights, privileges, restrictions and conditions
attaching to, the First Preferred shares of each series, subject to the
limitations, if any, set out in the Articles of the Company.

Rank

The First Preferred shares rank senior to the Second Preferred
shares and the Common Shares with respect to the payment of dividends, return of
capital and the distribution of assets in the event of the liquidation,
dissolution or winding-up of Gildan. The First Preferred shares in each series
rank equally with the First Preferred shares of any other series.

Voting Rights

Unless the Articles otherwise provide with respect to any
series of the First Preferred shares, the holders of the First Preferred shares
are not entitled to receive any notice of or attend any meeting of the
shareholders of Gildan and are not entitled to vote at any such meeting.

|5.2 | Second Preferred Shares
|--- | -----------------------

Issuance in Series

The Second Preferred shares are issuable in series and the
Board of Directors has the right, from time to time, to fix the number of, and
to determine the designation, rights, privileges, restrictions and conditions
attaching to, the Second Preferred shares of each series subject to the
limitations, if any, set out in the Articles of the Company.

Rank

The Second Preferred shares are subject and subordinate to the
rights, privileges, restrictions and conditions attaching to the First Preferred
shares. The Second Preferred shares rank senior to the Common Shares with
respect to payment of dividends, return of capital and distribution of assets in
the event of the liquidation, dissolution or winding-up of Gildan. The Second
Preferred shares in each series rank equally with the Second Preferred shares of
any other series.

17

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Voting Rights

Unless the Articles otherwise provide with respect to any
series of the Second Preferred shares, the holders of the Second Preferred
shares are not entitled to receive any notice of or attend any meeting of the
shareholders of Gildan and are not entitled to vote at any such meeting.

|5.3 | Common Shares
|--- | -------------

Following the conversion of all of the Companys Class B
Multiple Voting shares into Class A Subordinate Voting shares, the Companys
shareholders approved a special resolution on February 2, 2005 to amend the
Companys Articles in order to change each of the issued and outstanding Class A
Subordinate Voting shares into one newly-created Common Share and to remove the
Class B Multiple Voting shares and the Class A Subordinate Voting shares.

The Common Shares are subject and subordinate to the rights,
privileges, restrictions and conditions attaching to the First Preferred shares
and the Second Preferred shares. Each holder of Common Shares shall have the
right to receive any dividend declared by the Company and the right to receive
the remaining property and assets of the Company on dissolution.

Each holder of Common Shares is entitled to receive notice of
and to attend all meetings of shareholders of the Company, except meetings at
which only holders of another particular class or series shall have the right to
vote. Each Common Share entitles the holder thereof to one vote.

|6. | MARKET FOR SECURITIES
|-- | ---------------------

The Common Shares are listed on the NYSE and the TSX under the
symbol GIL. The Class A Subordinate Voting shares (now the Common Shares),
which were issued at an offering price of $0.88 (Cdn$1.29), on a post-split
basis, began trading on the TSX, the Montreal Exchange (the ME) and the
American Stock Exchange (AMEX) on June 17, 1998. Prior to that date,
there was no public market for the Class A Subordinate Voting shares. We
delisted such shares from AMEX on August 31, 1999. On September 1, 1999, the
Class A Subordinate Voting shares (now the Common Shares) commenced trading on
the NYSE. As a result of a restructuring of Canadas stock exchanges, which took
effect on December 7, 1999, we are no longer listed on the ME.

The table below shows the monthly price range per share and the
trading volume of the Common Shares for the fiscal year ended September 30, 2012
on the TSX (in Cdn$) and on the NYSE (in US$).

|Toronto
      Stock Exchange (TSX)(1) | New York Stock
      Exchange (NYSE)(2)
|------------------------------------- | ---------------------------------------
|Month                                 | High                                   
|October 2011                          | 28.32                                  
|November 2011                         | 27.76                                  
|December 2011                         | 20.25                                  
|January 2012                          | 22.82                                  
|February 2012                         | 25.94                                  
|March 2012                            | 27.76                                  
|April 2012                            | 28.46                                  
|May 2012                              | 29.38                                  
|June 2012                             | 28.59                                  
|July 2012                             | 29.39                                  
|August 2012                           | 32.09                                  
|September 2012                        | 31.56                                  

|(1) | These trading volumes do not reflect any trades done on
      alternative trading systems and therefore only represent approximately
      66.7% of all trades executed in Canada.           
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | These trading volumes do not reflect any trades done on
      alternative trading systems and therefore only represent approximately
      26.4% of all trades executed in the United States.

18

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|7. | DIRECTORS AND OFFICERS
|-- | ----------------------

Listed below is certain information about the current directors
of Gildan. The directors have served in their respective capacities since their
election and/or appointment and will continue to serve until the next annual
meeting of shareholders or until a successor is duly elected.

|Name and Municipality of Residence                                | Principal Occupation                                                                                                 | Director Since
|----------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------- | --------------
|Glenn J. Chamandy Westmount, Québec,
      Canada                 | President and Chief
      Executive Officer of the Company                                                           | May 1984      
|William D. Anderson(1)(3)(4)Toronto, Ontario, Canada              | Corporate Director                                                                                                   | May 2006      
|Russell Goodman(1)(3)Mont
      Tremblant, Québec, Canada         | Corporate Director                                                                                                   | December 2010 
|George Heller(2)(3)Toronto,
      Ontario, Canada                 | Corporate Director                                                                                                   | December 2009 
|Sheila OBrien (2)(3)Calgary, Alberta, Canada                     | Corporate Director and
      business advisor President of Belvedere 1 Investments Ltd. (private investment company) | June 2005     
|Pierre Robitaille(1)(2)St-Lambert, Québec, Canada                 | Corporate Director                                                                                                   | February 2003 
|James R. Scarborough(2)(3)Wolfeboro, New Hampshire, United States | Corporate Director                                                                                                   | December 2009 
|Richard P. Strubel (1)(3)Chicago, Illinois, United States         | Corporate Director                                                                                                   | February 1999 
|Gonzalo F. Valdes-Fauli(1)(2)Key Biscayne, Florida, United States | Corporate Director
      Chairman of BroadSpan Capital LLC (investment banking firm)                                 | October 2004  

|_______________________________
|-------------------------------
|(1)                            
|(2)                            
|(3)                            
|(4)                            

Listed below is certain information about the executive
officers of Gildan in office as of the date hereof.

|Name and Municipality of Residence                           | Position Held Within the Company and
      Principal Occupation           
|------------------------------------------------------------ | --------------------------------------------------------------------------
|Glenn J. Chamandy (1)Westmount, Québec,
      Canada         | President, Chief Executive Officer and
      Director                     
|Laurence G. Sellyn (1)Beaconsfield, Québec,
      Canada     | Executive Vice-President, Chief Financial
      and Administrative Officer
|Michael R. Hoffman St. James, Barbados                       | President, Printwear                                                      
|Benito A. Masi (1)Laval, Québec, Canada                      | Executive Vice-President, Manufacturing                                   
|Eric R. Lehman Charleston, South Carolina, United
    States | President, Branded Apparel                                                

|________________________________
|--------------------------------
|(1)                             

19

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Glenn J. Chamandyis one of the founders of the Company
and has devoted his entire career to building Gildan into an industry leader.
Mr. Chamandy has been involved for over twenty years in various textile and
apparel businesses. He served as a Co-Chief Executive Officer and Chief Operating
Officer of Gildan since December 1994 and has been the President and Chief
Executive Officer since August 2004.

William D. Andersonhas had a career as a business
leader in Canada spanning over thirty years. Mr. Anderson joined the Bell Canada
organization in 1992, where from 1998 to 2001, he served as Chief Financial
Officer of BCE Inc., Canadas largest telecommunications company. From 2001 to
2005, Mr. Anderson served as President of BCE Ventures, the strategic investment
unit of BCE Inc. and, from 2001 to 2007, he was the Chairman and Chief Executive
Officer of Bell Canada International Inc., a subsidiary of BCE Inc. formed to
invest in telecommunications operations outside Canada. Prior to joining the
Bell Canada organization, Mr. Anderson was in public practice for nearly twenty
years with the accounting firm KPMG LLP, where he was a partner for eleven
years. Mr. Anderson is also Chairman of the Board of Nordion Inc., formerly
known as MDS Inc. (global life sciences company) and serves on the board of
directors of TransAlta Corporation (power generation and energy marketing firm),
where he is also Chairman of the Audit and Risk Committee. He also serves on the
board of directors of Sun Life Financial Inc., an international financial
services organization where he also is the Chairman of the Audit and Conduct
Review Committee as well as a member of the Risk Review Committee. Mr. Anderson
was educated at the University of Western Ontario and is a Fellow of the
Institute of Chartered Accountants of Ontario.

Russell Goodmanis a corporate director. From 1998 to
June 2011, Mr. Goodman was a senior partner of PricewaterhouseCoopers LLP, where
he served successively as Managing Partner of Project Finance and Privatization
for the Americas, Managing Partner of the Montreal office, and Canadian Managing
Partner of the Transactions business. Prior to the formation of
PricewaterhouseCoopers in 1998, Mr. Goodman served for twenty-one years with
Price Waterhouse LLP, including eleven years as a partner. Mr. Goodman is a
member of the board of directors and a member of the Audit Committee of Metro
Inc., a leader in the food and pharmaceutical sectors in Québec and Ontario. He
is Chair of the Audit Committee and a member of the Compensation Committee of
Whistler Blackcomb Holdings Inc., North America's largest ski resort. Mr.
Goodman is also a member of the board of directors of Forth Ports Limited, which
owns and operates major sea and container ports in the United Kingdom. Mr.
Goodman is, as well, a member of the Independent Review Committee of Investors
Group Mutual Funds. He also serves on a number of advisory and not-for-profit
boards, including the Pointe-à-Callière Foundation, where he is Chairman of the
Board, Centraide of Greater Montreal, where he is Treasurer, and Alpine Canada
Alpin, where he is Chair of the Performance Committee. He previously served as
President of the Canadian Club of Montreal. He is a Fellow of the Order of
Chartered Professional Accountants of Quebec and is certified by the Institute
of Corporate Directors. Mr. Goodman was educated at McGill University.

George Hellerhas had a career as a business leader in
the retail sector that spans over forty years. From 1999 to 2006, Mr. Heller
served as President and Chief Executive Officer of the Hudsons Bay Company,
Canadas largest diversified general merchandise retailer, operating more than
600 retail outlets in Canada under four banners: the Bay, Zellers, Home
Outfitters and Fields. Prior to that, Mr. Heller was President and Chief
Executive Officer of Zellers, the mass merchandise retailer of the Hudsons Bay
Company and a leading Canadian mass merchandise department store. Mr. Heller has
also held a number of other key positions in the retail industry, including as
President and Chief Executive Officer of Kmart Canada (discount department
stores), President, North America & Europe of Bata Industries Ltd.
(international footwear manufacturer) and Executive Vice-President of Woodwards
Department Stores (department store chain). Mr. Heller also served as President
and Chief Executive Officer of the Victoria Commonwealth Games. Mr. Heller
currently serves as President of the Commonwealth Games of Canada Foundation (a
fundraising organization for amateur athletes) and is a member of its board of
directors. Mr. Heller also serves on the board of the Asia Pacific Foundation of
Canada, a not-for-profit think-tank on Canadas relations with Asia, where he is
Chair of the Investment Committee. Mr. Heller has acted since 2008 as Honorary
Consul General of Thailand and as Honorary Trade Advisor to the Government of
Thailand since 2000. Mr. Heller has received Honorary Doctorates from Ryerson
University and the University of Victoria.

Sheila OBrien, CM, is president, business advisor and
corporate director of Belvedere 1 Investments Ltd. She has over thirty years
experience in the oil and gas, pipeline and petrochemical sectors in Canada, the
United States and Europe. She has held executive positions in the areas of human
resources, investor relations, public affairs and government relations with
Amoco International, Petro-Canada and Nova Corporation. She created and
implemented an innovative workforce restructuring program based on the dignity
of the employee, which was designated a Worldwide Best Practice by Watson Wyatt
International Consultancy. In addition, she has been active in the
not-for-profit sector, having served on over 25 boards of directors, dealing
primarily with human rights, womens rights and giving voice to marginalized
members of society, and is the founder of several enduring community events
celebrating the accomplishments of women. She was invested in the Order of
Canada in 1998 and was awarded the Diamond Jubilee Medal in 2012 for community
service. She has served on the boards of directors of TransForce Income Fund, Canadas
largest trucking enterprise, publicly traded and headquartered in Montreal, Skye
Resources, a Vancouver-based, publicly traded nickel mining company with assets
in Guatemala, and CFM Majestic, a Mississauga-based publicly traded, fireplace
manufacturing company. She currently serves on the boards of directors Advantage
Oil & Gas Ltd., a Calgary-based, publicly traded income trust; MaRS, a
biotechnology accelerator based in Toronto, and is a member of the Board of
Governors of Alberta College of Art and Design in Calgary. Ms. OBrien is the
co-author of three books An Extraordinary West  A Narrative Exploration of
Western Canadas Future published in November 2010, Catching a Rising Tide  A
Western Energy Vision for Canada published in November 2011 and A Place to
Call Home Published in November 2012. She is a graduate of the MTC program at
the University of Western Ontario, and completed a one-year sabbatical on
creativity and innovation at various U.S. schools in 1990.

20

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Pierre Robitailleis a corporate director. Mr.
Robitaille previously pursued his career at SNC-Lavalin Group Inc., a global
engineering and construction firm, where he was Executive Vice-President and
Chief Financial Officer from 1990 to 1998. Prior to this, Mr. Robitaille was in
public practice for more than twenty years with the public accounting and
management consulting firm Ernst & Whinney, where he held the positions of
Managing Partner of the Montreal office, President of the firm in Québec, and
member of its national board of directors. Mr. Robitaille is a Fellow of the
Order of Chartered Professional Accountants of Quebec. He was educated at HEC
Montreal and McGill University Business School.

James R. Scarboroughhas had a career as a business
leader in the retail industry that spans over forty years. Mr. Scarborough
retired in June 2010 as Chairman of the Board of Stage Stores, Inc., a
U.S.-based specialty department store retailer that operates over 780 department
stores in thirty-nine states under five banners: Bealls, Goodys, Palais Royal,
Peebles, and Stage. Mr. Scarborough joined Stage Stores in 2000 as its President
and Chief Executive Officer, and held this position until his retirement in
2008. Mr. Scarborough previously held other senior positions in the retail
sector, including President and Chief Executive Officer of Busy Body, Inc., a
specialty retailer of premium fitness equipment, and Seattle Lighting, Inc., a
supplier of lighting fixtures to the homebuilder, commercial and retail markets,
as well as President and Chief Operating Officer of Enstar Specialty Retail,
Inc., a footwear and womens apparel retailer, and its subsidiary AMRET, Inc.
Mr. Scarborough began his retail career in 1972, at Filenes of Boston, a
division of Federated Department Stores. Mr. Scarborough also serves on the
board of directors and is Chair of the Compensation Committee of Charming
Charlie, Inc., a U.S. based specialty retailer of womens fashion accessories.
Mr. Scarborough was educated at St. Michaels College in Vermont, United
States.

Richard P. Strubelis a corporate director. Prior to
2008, he was Vice-Chairman of the Board of Cardean Learning Group (formerly
known as Unext), a provider of advanced education over the Internet, where from
1999 to 2004 he served as President and Chief Operating Officer. From 1990 to
1999, Mr. Strubel was Managing Director of Tandem Partners, Inc., a
privately-held management services firm, and from 1984 to 1994, he served as
President and Chief Executive Officer of Microdot, Inc. Prior to that, Mr.
Strubel served as President of Northwest Industries, then a NYSE-listed company,
which included Fruit of the Loom and BVD among its operating entities. Mr.
Strubel also serves on the board of directors of the mutual funds of Goldman
Sachs & Co. and is Chairman of the Board of the Northern Funds of Northern
Trust. Mr. Strubel is also Trustee of the University of Chicago. Mr. Strubel was
educated at Williams College and Harvard Business School.

Gonzalo F. Valdes-Fauliis Chairman of the Board of
BroadSpan Capital LLC, an investment banking firm specializing in financial
advisory services. Mr. Valdes-Fauli retired from Barclays Bank PLC (major
UK-based global bank) in 2001, where he held the position of Vice-Chairman,
Barclays Capital, and Group Chief Executive Officer, Latin America. Mr.
Valdes-Fauli also serves on the board of directors of Blue Cross Shield of
Florida (health insurance provider), and was Chairman of the Board of Republic
Bank of Dominican Republic (financial services provider) until November 2007. He
is Trustee Emeritus of the University of Miami and Spring Hill College in
Mobile, Alabama. Mr. Valdes-Fauli holds a Masters Degree in international
finance from Thunderbird Graduate School for International Management.

Laurence G. Sellynwas appointed to the position of
Executive Vice-President, Chief Financial and Administrative Officer of the
Company in November 2005. He joined Gildan as Executive Vice-President, Finance
and Chief Financial Officer of the Company in April 1999. Prior to joining
Gildan, Mr. Sellyn served as Senior Vice-President, Finance and Corporate
Development and Chief Financial Officer of Wajax Limited, an industrial
distribution company, where he was employed from October 1992 to March 1999.
Prior to joining Wajax, he was employed by Domtar Inc., where he held various
positions, including Corporate Controller and Vice-President, Business Planning
and Development. Mr. Sellyn is a Fellow of the Institute of Chartered
Accountants of England and Wales and a graduate of Oxford University. Mr. Sellyn is on the
Advisory Board of Héritage Montréal, and acts as Co-Chairman of their
fundraising campaign.

21

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Michael R. Hoffmanjoined Gildan in October 1997. He
served as Vice-President, Sales and Marketing for the international division
until his appointment as President of Printwear in February 2001. Prior to
joining Gildan, Mr. Hoffman was employed by Fruit of the Loom, Inc., where he
last served as Divisional Vice-President of the Activewear Division.

Benito A. Masihas been involved in apparel
manufacturing in North America for over twenty-five years. He joined Gildan in
1986, and since then has held various positions in the Company. He was appointed
Vice-President, Apparel Manufacturing in February 2001 and his title was changed
to Vice-President, Corporate Apparel Operations in September 2003. In August
2004, he was appointed Executive Vice-President, Apparel Manufacturing and was
appointed Executive Vice-President, Manufacturing in January 2005.

Eric R. Lehmanjoined Gildan in December 2006 as
Executive Vice-President, Supply Chain. In November 2008, Mr. Lehmans
responsibilities were expanded to include information technology and operational
excellence and his title changed to Executive Vice-President, Supply Chain,
Information Technology and Operational Excellence until his appointment as
President of Branded Apparel in January 2011. He has over twenty years of
experience in the supply chain function with major national apparel brands.
Prior to joining Gildan, Mr. Lehman was employed by Russell Corporation, where
he last served as Vice-President of Supply Chain. Prior to that, he held senior
supply chain planning positions at both Fruit of the Loom, Inc. and the Hanes
Division of Sara Lee Corporation.

As at November 30, 2012, the executive officers and directors
of the Company as a group own 10,254,480 Common Shares, which represents 8.4% of
the voting rights attached to all Common Shares.

|8.  | AUDIT AND FINANCE COMMITTEE DISCLOSURE      
|--- | --------------------------------------------
|    |                                             
|8.1 | Mandate of the Audit and Finance
  Committee

The mandate of the Audit and Finance Committee is included
herewith as Appendix A.

|8.2 | Composition of the Audit and Finance
    Committee
|--- | --------------------------------------------------

The Audit and Finance Committee is composed of five independent
and financially literate directors, as such terms are defined under Canadian and
U.S. securities laws and regulations, and in accordance with the NYSE Corporate
Governance Standards. Their education and experience relevant to the performance
of their responsibilities as members of the Audit and Finance Committee are as
follows:

Russell Goodmanis the Chairman of the Audit and Finance
Committee and a corporate director. He was previously a senior partner of
PricewaterhouseCoopers LLP, where he served successively as Managing Partner of
Project Finance and Privatization for the Americas, Managing Partner of the
Montreal office, and Canadian Managing Partner of the Transactions business.
Prior to this, Mr. Goodman served for twenty-one years with Price Waterhouse
LLP, including eleven years as a partner. Mr. Goodman is a member of the board
of directors and a member of the Audit Committee of Metro Inc. He is Chair of
the Audit Committee and a member of the Compensation Committee of Whistler
Blackcomb Holdings Inc. Mr. Goodman is also a member of the board of directors
of Forth Ports Limited, as well, a member of the Independent Review Committee of
Investors Group Mutual Funds and serves on a number of advisory and
not-for-profit boards. Mr. Goodman is a Fellow of the Order of Chartered
Professional Accountants of Quebec, a Certified Fraud Examiner, and is certified
by the Institute of Corporate Directors.

William D. Andersonis a corporate director. He has had
a career as a business leader in Canada spanning over thirty years. Mr. Anderson
joined the Bell Canada organization in 1992, where from 1998 to 2001, he served
as Chief Financial Officer of BCE Inc. From 2001 to 2005, Mr. Anderson served as
President of BCE Ventures and, from 2001 to 2007, he was the Chairman and Chief
Executive Officer of Bell Canada International Inc. Prior to joining the Bell
Canada organization, Mr. Anderson was in public practice for nearly twenty years
with the accounting firm KPMG LLP, where he was a partner for eleven years. Mr.
Anderson is also Chairman of the Board of Nordion Inc. and serves on the board
of directors of TransAlta Corporation, where he is also Chairman of the Audit
and Risk Committee. He also serves on the board of directors of Sun Life
Financial Inc. where he also is the Chairman of the Audit and Conduct Review Committee as well as a member of the
Risk Review Committee and Mr. Anderson was educated at the University of Western
Ontario and is a Fellow of the Institute of Chartered Accountants of
Ontario.

22

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Pierre Robitailleis a business advisor and corporate
director. He was previously Executive Vice-President and Chief Financial Officer
at SNC-Lavalin Group Inc., a position he held from 1990 to 1998. Prior to his
career at SNC-Lavalin Group Inc., Mr. Robitaille worked more than twenty years
with the public accounting and management services firm Ernst & Whinney,
including ten years as Audit Partner, and served as Managing Partner of the
Montreal office and as President of the firm in Quebec. He has served on audit
committees of several listed companies, including until recently as Chair of the
Audit Committee of Nav Canada. Mr. Robitaille is a Fellow of the Order of
Chartered Professional Accountants of Quebec. He was educated at HEC Montreal
and McGill Business School.

Richard P. Strubelis a corporate director. He was
previously President and Chief Operating Officer of Cardean Learning Group, a
position he held from 1999 to 2004, and served as Vice-Chairman of its Board
until 2008. Prior to this, Mr. Strubel had an extensive career as a business
executive. He served as Managing Director of Tandem Partners Inc., as President
and Chief Executive Officer of Microdot Inc., and as President of Northwest
Industries. Mr. Strubel also has extensive experience serving on several boards
of directors, including as a member of audit committees. Mr. Strubel was
educated at Williams College and Harvard Business School.

Gonzalo F. Valdes-Fauliis a corporate director. He
retired from Barclays Bank PLC in 2001, where he held the position of
Vice-Chairman, Barclays Capital, and served as Group Chief Executive Officer of
Barclays Bank Latin America from 1988 to 2001. Mr. Valdes-Fauli is Chairman of
BroadSpan Capital LLC, and served as Chairman of the Board of Republic Bank of
Dominican Republic until November 2007. Mr. Valdes-Fauli has more than thirty
years of experience in finance and holds a Masters Degree in international
finance from Thunderbird Graduate School for International Management.

|8.3 | Pre-Approval of Non-Audit
  Services
|--- | ------------------------------------

In accordance with the Code of Ethics of the Ordre des
comptables professionnels agréés du Québec (CPA)independence standards for
auditors, the Sarbanes-Oxley Act of 2002and rules of the U.S. Securities
and Exchange Commission, the Company is restricted from engaging its external
auditor to provide certain non-audit services to the Company and its
subsidiaries, including bookkeeping or other services related to the accounting
records or financial statements, information technology services, valuation
services, actuarial services, internal audit services, corporate finance
services, management functions, human resources functions, legal services and
expert services unrelated to the audit. The Company does engage its external
auditor from time to time to provide certain non-audit services other than the
restricted services. All non-audit services must be specifically pre-approved by
the Audit and Finance Committee.

|8.4 | External Auditor Service
Fees
|--- | -----------------------------

The aggregate fees billed by KPMG LLP (KPMG), the
Companys external auditor, for various audit-related and non-audit services
rendered for the fiscal years 2012 and 2011 were as follows:

Audit Fees The aggregate audit fees billed by
KPMG were Cdn$2,106,000 for fiscal 2012 and Cdn$1,752,531 for fiscal 2011. These
services consisted of professional services rendered for the annual audit of the
Companys consolidated financial statements and the quarterly reviews of the
Companys interim financial statements, consultation concerning financial
reporting and accounting standards, including assistance in preparing the
Company for compliance with the requirements of IFRS, and services provided in
connection with statutory and regulatory filings or engagements. The fees for
the annual audit of the Companys consolidated financial statements include fees
relating to KPMGs audit of the effectiveness of the Companys internal control
over financial reporting.

Audit-Related Fees The aggregate audit-related
fees billed by KPMG were Cdn$396,000 for fiscal 2012 and Cdn$418,610 for fiscal
2011. These services consisted of due diligence services relating to business
acquisitions and also translation services in both years. Such due diligence
services related primarily to financial accounting and internal control
issues.

23

---

Tax Fees The aggregate tax fees billed by KPMG
were Cdn$642,000 for fiscal 2012 and Cdn$795,810 for fiscal 2011. These services
consisted of tax compliance, including the review of tax returns, assistance
regarding income, capital and sales tax audits, the preparation of annual
transfer pricing studies, and tax advisory services relating to domestic and
international taxation.

All Other Fees The aggregate fees billed by
KPMG for all other professional services rendered were nil for both fiscal 2012
and fiscal 2011.

|9. | LEGAL PROCEEDINGS
|-- | -----------------

On October 12, 2012, Russell Brands LLC, an affiliate of Fruit
of the Loom, filed a lawsuit against the Company in the United States District
Court for the Western District of Kentucky, alleging trademark infringement and
unfair competition and seeking injunctive relief and unspecified monetary
damages. The litigation concerns labeling errors on certain inventory products
shipped by Gildan to one of its customers. Upon being made aware of the error,
the Company took immediate action to retrieve the disputed products. The Company
believes that the value of the products in dispute is immaterial.

|10. | TRANSFER AGENT AND
REGISTRAR
|--- | ----------------------------

The transfer agent and registrar of the Company is
Computershare Investor Services Inc. having offices in Montreal and Toronto at
which the register of transfer of the Common Shares is held. The co-transfer
agent and co-registrar of the Company is Computershare Trust Company, N.A.,
having an office in Golden, Colorado.

|11. | MATERIAL CONTRACTS
|--- | ------------------

Other than the agreements entered into during the normal course
of business, the only material agreements entered into in fiscal 2012, or before
fiscal 2012 and which are still in force, are the following:

- The Agreement and Plan of Merger dated May 2, 2012 by and among Gildan
  (Delaware) Inc., ACME Acquisition Corp., Anvil Holdings Corp. and Lampe,
  Conway & Co. LLC, as the Stockholder Representative; and
- The Shareholder Rights Plan Agreement approved by the Board of Directors on
  December 1, 2010, and which was subsequently submitted to the Companys
  shareholders for ratification at the annual shareholders meeting on February
  9, 2011. This agreement was filed through SEDAR on December 3, 2010.

|12. | INTERESTS OF EXPERTS
|--- | --------------------

KPMG, the external auditor of the Company, reported on the 2012
Financial Statements, which were filed with the securities regulatory
authorities. We are advised that, as at the date hereof, the members of KPMG are
independent in accordance with the Code of Ethics of the Ordre des comptables
professionnels agréés du Québec (CPA). These rules are equivalent or similar
to Rules of Professional Conduct applicable to chartered accountants in the
other provinces of Canada.

|13. | FORWARD  LOOKING
STATEMENTS
|--- | ----------------------------

Certain statements included in this Annual Information Form
constitute forward-looking statements within the meaning of the U.S.
Private Securities Litigation Reform Act of 1995and Canadian securities
legislation and regulations, and are subject to important risks, uncertainties
and assumptions. This forward-looking information includes, amongst others,
information with respect to our objectives and the strategies to achieve these
objectives, as well as information with respect to our beliefs, plans,
expectations, anticipations, estimates and intentions. Forward-looking
statements generally can be identified by the use of conditional or
forward-looking terminology such as may, will, expect, intend,
estimate, project, assume, anticipate, plan, foresee, believe or
continue or the negatives of these terms or variations of them or similar
terminology. We refer you to the Companys filings with the Canadian securities regulatory
authorities and the U.S.
Securities and Exchange Commission, as well as the risks described under the
Financial Risk
Management and Risks and Uncertainties sections beginning on page 22 and page
33 of our 2012
Annual MD&A, respectively, and the risks described under the Critical
Accounting Estimates and
Judgments section beginning on page 27 of our 2012 Annual MD&A for a discussion
of the various
factors that may affect the Companys future results. Material factors and
assumptions that were applied
in drawing a conclusion or making a forecast or projection are also set out
throughout this document.

24

---

Forward-looking information is inherently uncertain and the
results or events predicted in such forward-looking information may differ
materially from actual results or events. Material factors, which could cause
actual results or events to differ materially from a conclusion, forecast or
projection in such forward-looking information, include, but are not limited
to:

- our ability to implement our growth strategies and plans, including
  achieving market share gains, obtaining and successfully introducing new sales
  programs, implementing cost reduction initiatives and completing and
  successfully integrating acquisitions;
- the intensity of competitive activity and our ability to compete
  effectively;
- adverse changes in general economic and financial conditions globally or
  in one or more of the markets we serve;
- our reliance on a small number of significant customers;
- the fact that our customers do not commit contractually to minimum
  quantity purchases;
- our ability to anticipate changes in consumer preferences and trends;
- our ability to manage production and inventory levels effectively in
  relation to changes in customer demand;
- fluctuations and volatility in the price of raw materials used to
  manufacture our products, such as cotton and polyester fibres;
- our dependence on key suppliers and our ability to maintain an
  uninterrupted supply of raw materials and finished goods;
- the impact of climate, political, social and economic risks in the
  countries in which we operate or from which we source production;
- disruption to manufacturing and distribution activities due to such
  factors as operational issues, disruptions in transportation logistic
  functions, labour disruptions, political or social instability, bad weather,
  natural disasters, pandemics and other unforeseen adverse events;
- changes to international trade legislation that the Company is currently
  relying on in conducting its manufacturing operations or the application of
  safeguards thereunder;
- factors or circumstances that could increase our effective income tax
  rate, including the outcome of any tax audits or changes to applicable tax
  laws or treaties;
- compliance with applicable environmental, tax, trade, employment, health
  and safety, anti-corruption, privacy and other laws and regulations in the
  jurisdictions in which we operate;
- our significant reliance on computerized information systems for our
  business operations, including our JD Edwards Enterprise Resource Planning
  (ERP) system which is currently being upgraded to the latest system release,
  Enterprise One;
- changes in our relationship with our employees or changes to domestic and
  foreign employment laws and regulations;
- negative publicity as a result of violation of local labour laws or
  international labour standards, or unethical labour or other business
  practices by the Company or one of its third-party contractors;
- our dependence on key management and our ability to attract and/or retain
  key personnel;
- changes to and failure to comply with consumer product safety laws and
  regulations;
- adverse changes in third-party licensing arrangements and licensed brands;
- our ability to protect our intellectual property rights;
- changes in accounting policies and estimates;
- exposure to risks arising from financial instruments, including credit
  risk, liquidity risk, foreign currency risk and interest rate risk, as well as
  risks arising from commodity prices; and
- the adverse impact of any current or future legal and regulatory actions.

25

---

These factors may cause the Companys actual performance and
financial results in future periods to differ materially from any estimates or
projections of future performance or results expressed or implied by such
forward-looking statements. Forward-looking statements do not take into account
the effect that transactions or non-recurring or other special items announced
or occurring after the statements are made, may have on the Companys business.
For example, they do not include the effect of business dispositions,
acquisitions, other business transactions, asset write-downs, asset impairment
losses or other charges announced or occurring after forward-looking statements
are made. The financial impact of such transactions and non-recurring and other
special items can be complex and necessarily depends on the facts particular to
each of them.

There can be no assurance that the expectations represented by
  our forward-looking statements will prove to be correct. The purpose of the
  forward-looking statements is to provide the reader with a description of
  managements expectations regarding the Companys future financial performance
  and may not be appropriate for other purposes. Furthermore, unless otherwise
  stated, the forward-looking statements contained in this report are made as of
  the date hereof, and we do not undertake any obligation to update publicly or to
  revise any of the included forward-looking statements, whether as a result of
  new information, future events or otherwise unless required by applicable
  legislation or regulation. The forward-looking statements contained in this
  report are expressly qualified by this cautionary statement.

26

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|14. | ADDITIONAL INFORMATION
|--- | ----------------------

Additional information, including directors and officers
remuneration and indebtedness, principal holders of the Companys securities and
securities authorized for issuance under the Companys equity compensation plans
is contained in the management proxy circular for its most recent annual meeting
of security holders that involve the election of directors. Additional financial
information is provided in the 2012 Financial Statements and the 2012 Annual
MD&A for its most recently completed financial year, both of which are
incorporated herein by reference. Copies of these documents and additional
information relating to Gildan may be found on the SEDAR website at
www.sedar.com and the EDGAR website at www.sec.gov and may also be obtained upon
request to the Secretary of Gildan at the following address:

| | 600 de Maisonneuve Boulevard West, 33rdFloor
| | --------------------------------------------
| | Montreal, Québec                            
| | H3A 3J2                                     
| | Telephone: (514) 735-2023                   

The documents mentioned above, as well as Gildans news
releases, are also available on the Companys website at www.gildan.com.

27

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APPENDIX A - MANDATE OF THE AUDIT AND FINANCE COMMITTEE

The following description of the mandate of the Audit and
Finance Committee of the Company complies with applicable Canadian laws and
regulations, such as the rules of the Canadian Securities Administrators, and
with the disclosure and listing requirements of the Toronto Stock Exchange
(collectively, the Canadian Corporate Governance Standards), as they
exist on the date hereof. In addition, this mandate complies with applicable
U.S. laws, such as the Sarbanes-Oxley Act of 2002, and rules and
regulations adopted thereunder, and with the New York Stock Exchanges corporate
governance standards (collectively, the US Corporate Governance
Standards), as they exist on the date hereof. The mandate of the Audit and
Finance Committee of the Company (the Audit Committee) shall be
reviewed annually by the Board in order to ensure on-going compliance with such
standards.

|1. | Membership and Quorum           
|-- | --------------------------------
|   |                                 
|   |                                 
|   |                                 
|   |                                 
|   |                                 
|   |                                 
|   |                                 
|   |                                 
|   |                                 
|   |                                 
|   |                                 
|   |                                 
|   |                                 
|   |                                 
|   |                                 
|2. | Frequency and Timing of Meetings
|   |                                 
|   |                                 
|   |                                 
|   |                                 

28

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|3. | Mandate
|-- | -------

The responsibilities of the Audit Committee include the
following:

| | (a) | Overseeing financial reporting
| | --- | ------------------------------
| |     |                               
| |     |                               
| |     |                               
| |     |                               
| |     |                               
| |     |                               
| |     |                               
| |     |                               
| |     |                               
| |     |                               
| |     |                               
| |     |                               
| |     |                               
| |     |                               
| |     |                               
| |     |                               
| |     |                               
| |     |                               
| |     |                               
| |     |                               
| |     |                               
| |     |                               
| |     |                               
| |     |                               
| |     |                               
| |     |                               

29

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| |     |                                                        | reviewing the results of the external audit, any
      significant problems encountered in performing the audit, and management's
      response and/or action plan related to any Management Letter issued by the
      external auditors and any significant recommendations contained
      therein.                                                                                                                                                                                                                                                                           
| | --- | ------------------------------------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (b) | Monitoring risk management and internal
      controls
| |     |                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                        | receiving periodically managements report assessing the
      adequacy and effectiveness of the Companys disclosure controls and
      procedures;                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     |                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                        | receiving periodically managements reports assessing the
      adequacy and effectiveness of the Companys systems of internal control
      over financial reporting; and reviewing the report of the auditors
      thereon;                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                        | reviewing insurance coverage (annually and as may
      otherwise be appropriate);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     |                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                        | overseeing the processes in place to identify business
      risks and opportunities and overseeing the implementation of processes to
      manage these risks and opportunities;                                                                                                                                                                                                                                                                                                                                                                                                
| |     |                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                        | reviewing the Companys policies and parameters regarding
      hedging activity and derivatives contracts entered into by management in
      order to address risks associated with foreign exchange fluctuations,
      commodity prices, interest rates and any other risks where the Company
      enters into derivatives contracts;                                                                                                                                                                                                                                        
| |     |                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                        | assisting the Board with the oversight of the Companys
      compliance with, and reviewing the Companys processes for complying with,
      applicable legal and regulatory requirements;                                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                        | overseeing the confidential, anonymous procedures for the
      receipt, retention and treatment of complaints or concerns received by the
      Company regarding accounting, internal accounting controls or auditing
      matters or employee concerns regarding accounting or auditing
    matters;                                                                                                                                                                                                                                                                          
| |     |                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                        | requesting the performance of any specific audit, as
      required.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     |                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (c) | Monitoring internal auditors                          
| |     |                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                        | ensuring that the head of internal audit has a functional
      reporting relationship with the Audit Committee;                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                        | overseeing the access by internal auditors to all levels
      of management in order to carry out their duties;                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                        | regularly monitoring the internal audit functions
      performance, its responsibilities, staffing and budget;                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                        | approving the appointment and termination of the
      Companys chief internal auditor;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     |                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                        | ensuring the ongoing accountability of the internal audit
      function to the Audit Committee and to the Board.                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (d) | Monitoring external auditors                          
| |     |                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                        | recommending the retention and, if appropriate, the
      removal of external auditors (both subject to shareholder approval), their
      compensation, as well as evaluating and monitoring their qualifications,
      performance and independence;                                                                                                                                                                                                                                                                                                                           
| |     |                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                        | overseeing all relationships between the external
      auditors and the Company including, determining which non-audit services
      the external auditors are prohibited from providing, approving, or
      pre-approving policies defining audit and permitted non-audit services
      provided by the external auditors, overseeing the disclosure of
      all audit and permitted non-audit services provided by the external
      auditors, and reviewing the total amount of fees paid by the Company to
  the external auditors for all audit and non-audit services;

30

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| |     |                                                         | overseeing the direct reporting and accountability of the
      external auditors to the Audit Committee and to the Board;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | --- | ------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                         | directly overseeing the external auditors and discussing
      with them the quality and not just the acceptability of the Companys
      accounting principles, including (i) critical accounting policies and
      practices used, (ii) alternative treatments of financial information that
      have been discussed with management, the ramification of their use and the
      treatment preferred by the external auditors, as well as (iii) other
      material written communications between the Company and the external
      auditors (including any disagreement with management and the resolution
      thereof);
| |     |                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                         | reviewing at least annually, representations by the
      external auditors describing their internal quality-control procedures, as
      well as significant results arising from regulatory and professional
      quality-control examinations;                                                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                         | reviewing at least annually, the external auditors
      representations as to independence and holding discussions with the
      external auditors as to any relationship or services that may impact their
      objectivity or independence;                                                                                                                                                                                                                                                                                                                                                                                    
| |     |                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                         | reviewing hiring policies for employees or former
      employees of the Companys firm of external auditors;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     |                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                         | overseeing the rotation of lead, concurring and other
      audit partners, to the extent required by Canadian and U.S. securities law
      standards.                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     |                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (e) | Reviewing financings                                   
| |     |                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                         | reviewing the adequacy of the Companys financing,
      including terms and conditions of all new material financing
      arrangements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (f) | Evaluating the performance of the Audit
      Committee
| |     |                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                         | overseeing the existence of processes to annually
      evaluate the performance of the Audit Committee.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

Because of the Audit Committees demanding role and
responsibilities, the Board chair, together with the Corporate Governance
Committee chair, reviews any invitation to Audit Committee members to join the
audit committee of another publicly-listed entity. Where a member of the Audit
Committee simultaneously serves on the audit committee of more than three public
companies, including the Company, the Board determines whether such simultaneous
service impairs the ability of such member to effectively serve on the Audit
Committee and either requires a correction to the situation or discloses in the
Companys Management Proxy Circular that there is no such impairment.

As appropriate, the Audit Committee may obtain advice and
assistance from outside legal, accounting or other advisors and set and pay
their compensation, and so advise the Board chair and, if appropriate, the
external auditors; the Audit Committee makes arrangements for the appropriate
funding for payment of the external auditors and any advisors retained by it. In
addition, the Company will provide appropriate funding for the Audit Committee,
including the payment of all outside legal, accounting and other advisors
retained by the Audit Committee.

The internal auditors and the external auditors will have at
all times a direct line of communication with the Audit Committee. Furthermore,
each meets separately with the Audit Committee, without management, at least
once a quarter, during which the Companys financial statements and control
environment must be discussed. Furthermore, at least once a quarter, and more
frequently as required, the Audit Committee meets separately with management. Finally, at each
regularly-scheduled and special meeting, the Audit Committee meets without
management or any non-independent directors present.

31

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The Audit Committee reports annually to the Board on the
adequacy of its mandate. In addition, the chair of the Audit Committee reports
regularly to the Board on the business of the Audit Committee.

Nothing contained in the above mandate is intended to transfer
to the Audit Committee the Boards responsibility to ensure the Companys
compliance with applicable laws or regulations or to expand applicable standards
of liability under statutory or regulatory requirements for the directors or the
members of the Audit Committee. Even though the Audit Committee has a specific
mandate and its members may have financial experience, they do not have the
obligation to act as auditors or to perform auditing, or to determine that the
Companys financial statements are complete and accurate and are in accordance
with generally accepted accounting principles. Such matters are the
responsibility of management, the internal auditors and the external auditors.
Members of the Audit Committee are entitled to rely, absent knowledge to the
contrary, on (i) the integrity of the persons and organizations from whom they
receive information, (ii) the accuracy and completeness of the information
provided, and (iii) representations made by management as to the non-audit
services provided to the Company by the external auditors. The Audit Committees
oversight responsibilities are not established to provide an independent basis
to determine that (i) management has maintained appropriate accounting and
financial reporting principles or appropriate internal controls and procedures,
or (ii) the Companys financial statements have been prepared and, if
applicable, audited in accordance with generally accepted accounting
principles.

* * *

32

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| | A. | Undertaking
| | -- | -----------

Gildan Activewear Inc. (the
Registrant) undertakes to make available, in person or by telephone,
representatives to respond to inquiries made by the staff of the Securities and
Exchange Commission (SEC), and to furnish promptly, when requested to do so by
the SEC staff, information relating to the securities in relation to which the
obligation to file an annual report on Form 40-F arises or transactions in such
securities.

| | B. | Consent to Service of
Process
| | -- | -----------------------------

The Registrant has previously
filed with the SEC a written irrevocable consent and power of attorney on Form
F-X in connection with the Class A Subordinate Voting Shares (now Common
Shares).

| | C. | Evaluation of disclosure controls and
      procedures
| | -- | ------------------------------------------------------

Our disclosure controls and
procedures (as such term is defined in the Securities Exchange Act of 1934 (the
Exchange Act), as amended, Rules 13a-15(e) and 15d-15(e)) are designed to
ensure that information required to be disclosed in our reports filed with the
SEC is recorded, processed, summarized and reported within the time periods
specified in the SECs rules and forms and is accumulated and communicated to
our management, including our principal executive officer and our principal
financial officer, as appropriate, to allow timely decisions regarding required
disclosure.

An evaluation was carried out under the supervision of, and
with the participation of, our management, including our principal executive
officer and our principal financial officer, of the effectiveness of our
disclosure controls and procedures as of the end of the period covered by this
Annual Report on Form 40-F. For the year ended September 30, 2012, managements
evaluation of the effectiveness of our disclosure controls and procedures
excluded the disclosure controls and procedures of Anvil Holdings, Inc.
(Anvil), a subsidiary acquired by the Registrant in an acquisition consummated
on May 9, 2012 the results of which are included in the audited annual
consolidated financial statements of the Registrant for the year ended September
30, 2012, to the extent Anvils disclosure controls and procedures are subsumed
by internal control over financial reporting. The consolidated results of the
Registrant for the year ended September 30, 2012 include net sales of $86.1
million and net earnings of $2.1 million relating to Anvils results of
operations since the date of acquisition. Anvil accounted for approximately
$96.4 million of current assets, $26.1 million of non-current assets, $34.6
million of current liabilities and $5.1 million of non-current liabilities, in
the Registrants audited consolidated statement of financial position as at
September 30, 2012.

Based on that evaluation, which
excluded Anvils disclosure controls and procedures, our principal executive
officer and our principal financial officer concluded that our disclosure
controls and procedures were effective as of the end of such period.

| | D. | Managements annual report on internal control over
      financial reporting
| | -- | -----------------------------------------------------------------------------

Our management is responsible for
establishing and maintaining adequate internal control over financial reporting,
as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange
Act.

Our internal control over
financial reporting includes those policies and procedures that: (1) pertain to
the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of our assets; (2) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted accounting
principles, and that our receipts and expenditures are being made only in
accordance with authorizations of our management and directors; and (3) provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of our assets that could have a material effect
on the financial statements.

Under the supervision and with
the participation of our principal executive officer and our principal financial
officer, management conducted an evaluation of the effectiveness of our internal
control over financial reporting, as of September 30, 2012, based on the
framework set forth inInternal Control-Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO). For the year ended September 30, 2012, managements evaluation of
internal control over financial reporting excluded the internal control over
financial reporting of Anvil, a subsidiary acquired by the Registrant in an
acquisition consummated on May 9, 2012 the results of which are included in the
audited annual consolidated financial statements of the Registrant for the year
ended September 30, 2012.

---

Based on that evaluation, which
excluded Anvils internal control over financial reporting, our principal
executive officer and our principal financial officer concluded that our
internal control over financial reporting was effective as of that date.

| | E. | Attestation report of the registered public accounting
      firm.
| | -- | ------------------------------------------------------------------

KPMG LLP (KPMG), an independent
registered public accounting firm, that audited and reported on our financial
statements attached as Exhibit 99.2 to this Annual Report on Form 40-F, has
issued an attestation report on the effectiveness of our internal control over
financial reporting as of September 30, 2012. The attestation report is included
on page 47 of the financial statements attached as Exhibit 99.2 to this
Annual Report on Form 40-F.

| | F. | Changes in internal controls over financial
      reporting.
| | -- | ------------------------------------------------------------

There have been no changes during
fiscal year 2012 in our internal control over financial reporting that have
materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.

The design of any system of
controls and procedures is based in part upon certain assumptions about the
likelihood of certain events. There can be no assurance that any design will
succeed in achieving its stated goals under all potential future conditions,
regardless of how remote.

| | G. | Audit Committee Financial
Experts
| | -- | ---------------------------------

The Registrants board of
directors has determined that it has at least four (4) audit committee financial
experts serving on its Audit and Finance Committee. Mr. William D. Anderson, Mr.
Russell Goodman, Mr. Pierre Robitaille, and Mr. Gonzalo F. Valdes-Fauli have
been determined to be such audit committee financial experts and are
independent, as that term is defined by the New York Stock Exchanges listing
standards applicable to the Registrant. The SEC has indicated that the
designation of Mr. Anderson, Mr. Goodman, Mr. Robitaille, and Mr. Valdes-Fauli
as audit committee financial experts does not make Mr. Anderson, Mr. Goodman,
Mr. Robitaille, and Mr. Valdes-Fauli experts for any purpose, impose any
duties, obligations or liability on Mr. Anderson, Mr. Goodman, Mr. Robitaille,
and Mr. Valdes-Fauli that are greater than those imposed on members of the Audit
and Finance Committee and Board of Directors who do not carry this designation
or affect the duties, obligations or liability of any other member of the Audit
and Finance Committee.

| | H. | Code of Ethics
| | -- | --------------

The Registrant has adopted a Code
of Ethics and Code of Conduct (the Code of Ethics) that applies to all
employees and officers, including its principal executive officer, principal
financial officer and principal accounting officer. The Code of Ethics is
available at the Registrants website,
www.gildan.com/corporate/IR/corporateGovernance.cfm, and is available,
without charge, in print to any shareholder who requests it.

| | I. | Principal Accountant Fees and
  Services
| | -- | ----------------------------------------

In addition to retaining KPMG to
report upon the annual consolidated financial statements of the Registrant, the
Registrant retained KPMG to provide various audit-related and non-audit services
in fiscal 2011. The aggregate fees billed for professional services by KPMG for
each of the last two (2) fiscal years, were as follows:

Audit Fees  The aggregate audit
fees billed by KPMG were Cdn$2,106,000 for fiscal 2012 and Cdn$1,752,531 for
fiscal 2011. The services provided in exchange for these fees consisted of
professional services rendered for the annual audit of the Companys
consolidated financial statements and the quarterly reviews of the Companys
interim financial statements, consultation concerning financial reporting and
accounting standards, including assistance in preparing the Company for
compliance with the requirements of International Financial Reporting Standards,
and services provided in connection with statutory and regulatory filings or
engagements. The fees for the annual audit of the Companys consolidated
financial statements include fees relating to KPMGs audit of the effectiveness
of the Companys internal control over financial reporting.

---

Audit-Related Fees  The
aggregate audit-related fees billed by KPMG were Cdn$396,00 for fiscal 2012 and
Cdn$418,610 for fiscal 2011. The services provided in exchange for these fees
consisted of due diligence services relating to business acquisitions and also
translation services in both years. Such due diligence services related
primarily to financial accounting and internal control issues.

Tax Fees  The aggregate tax
fees billed by KPMG were Cdn$642,000 for fiscal 2012 and Cdn$795,810 for fiscal
2011. The services provided in exchange for these fees consisted of tax
compliance, including the review of tax returns, assistance regarding income,
capital and sales tax audits, the preparation of annual transfer pricing
studies, and tax advisory services relating to domestic and international
taxation.

All Other Fees  The aggregate
fees billed by KPMG for all other professional services rendered were nil for
both fiscal 2012 and fiscal 2011.

All fees billed to the Registrant
by KPMG in fiscal 2012 were pre-approved by the Registrants Audit and Finance
Committee pursuant to the procedures and policies set forth in the Audit and
Finance Committee mandate and pursuant to applicable legislation. The mandate of
the Audit and Finance Committee is available on the Registrants Internet
website at www.gildan.com/corporate/IR/corporateGovernance.cfm.

In fiscal 2012 and fiscal 2011,
the Companys Audit and Finance Committee did not approve any audit-related, tax
or other services pursuant to paragraph (c) (7) (i) (C) of Rule 2-01 of
Regulation S-X.

| | J. | Off-Balance Sheet
Arrangements
| | -- | ------------------------------

Operating Leases and Commitments

The Registrant has no commitments
that are not reflected in its balance sheets except for operating leases and
other purchase obligations, which are included in the table of contractual
obligations on page 25 of its Managements Discussion and Analysis (see
Exhibit 99.1) (the MD&A). As disclosed in Note 25(c) to the Registrants
Consolidated Financial Statements (see Exhibit 99.2), the Registrant has issued
corporate guarantees, irrevocable standby letters of credit and surety bonds
primarily from various servicing agreements amounting to $16.5 million at
September 30, 2012.

| | K. | Tabular Disclosure of Contractual
    Obligations
| | -- | -------------------------------------------------

See page 25 of Exhibit 99.1.

| | L. | Corporate Governance
Guidelines
| | -- | -------------------------------

The Registrant has adopted
Corporate Governance Guidelines as well as mandates for its board of directors
and each of its three committees which are available at the Registrants
Internet website, www.gildan.com/corporate/IR/corporateGovernance.cfm,
and are available in print to any shareholder who requests them.

| | M. | Identification of the Audit
  Committee
| | -- | ---------------------------------------

The Registrant has a standing audit committee
established in accordance with Section 3 (a) (58) (A) of the Exchange Act. The
members of the Registrants Audit and Finance Committee are Mr. Russell Goodman,
Mr. William D. Anderson, Mr. Pierre Robitaille, Mr. Richard P. Strubel and Mr.
Gonzalo F. Valdez-Fauli. Please refer to the section 8 of our Annual Information
Form entitled Audit and Finance Committee Disclosure, included herein, for
additional information.

| | N. | Summary of Significant Differences from NYSE Corporate
      Governance Rules
| | -- | -----------------------------------------------------------------------------

The Registrant is committed to
adopting and adhering to corporate governance practices that either meet or
exceed applicable Canadian and U.S. corporate governance standards. As a
Canadian reporting issuer with securities listed on the Toronto Stock Exchange
(TSX) and the New York Stock Exchange (NYSE), the Registrant complies with all
applicable rules adopted by the Canadian Securities Administrators as well as
the rules of the U.S. Securities and Exchange Commission giving effect to the
provisions of the U.S. Sarbanes-Oxley Act of 2002.

---

Although many of the NYSE
Corporate Governance Standards do not apply to the Registrant, it nevertheless
voluntarily complies with most of the NYSE Standards. In fact, the Registrants
corporate governance practices differ significantly in only one respect from
those required of U.S. domestic issuers under the NYSE Standards, which is with
respect to the approval of equity compensation plans. The NYSE Standards require
shareholder approval of all equity compensation plans and material revisions to
such plans, regardless of whether the securities to be delivered under such
plans are newly issued or purchased on the open market, subject to a few limited
exceptions. The TSX Rules, however, do not require shareholder approval in all
those circumstances. Hence, only the creation or material amendments to equity
compensation plans that provide for new issuances of securities are subject to
shareholder approval. The Registrant has in place plans which did not require
the approval of its shareholders under the TSX Rules but which could have
required the approval of its shareholders under the NYSE Standards as applicable
to U.S. domestic issuers.

---

SIGNATURES

Pursuant to the requirements of
the Exchange Act, the Registrant certifies that it meets all of the requirements
for filing on Form 40-F and has duly caused this annual report to be signed on
its behalf by the undersigned, thereto duly authorized.

DATED: December 7, 2012

| | GILDAN ACTIVEWEAR INC.
| | ----------------------
| |                       
| |                       
| | /s/ Lindsay Matthews  
| | Name:                 
| | Title:                
| |                       

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EXHIBIT INDEX

|Exhibit No. | Description                                                                                                                                           
|----------- | ------------------------------------------------------------------------------------------------------------------------------------------------------
|            |                                                                                                                                                       
|            |                                                                                                                                                       
|99.1        | Managements Discussion and
      Analysis of the Registrant for the year ended September 30, 2012                                                    
|            |                                                                                                                                                       
|99.2        | Audited comparative
      consolidated financial statements of the Registrant as at and for the year
      ended September 30, 2012                   
|            |                                                                                                                                                       
|99.3        | Consent of KPMG LLP                                                                                                                                   
|            |                                                                                                                                                       
|99.4        | Officers Certifications
      Required by Rule 13a-14(a) or Rule 15d-14(a)                                                                           
|            |                                                                                                                                                       
|99.5        | Officers Certifications
      Required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter
      63 of Title 18 of the United States Code

---