Gildan Activewear Inc.

3. COMPOSITION

The AFC is composed of a minimum of three directors, each of whom shall be independent, as determined by the Board in accordance with standards required by applicable securities laws and stock exchange requirements including those particularly applicable to audit committee members. Membership on the AFC shall automatically end at such time the Board determines that a member ceases to be independent. Each AFC member shall be financially literate. Financially literate means the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Corporation’s financial statements. At least one member shall qualify as a financial expert (as defined by applicable regulation) and therefore have past employment in finance, accounting or other comparable experience, education or background providing financial expertise.

Members of the AFC shall be appointed annually by the Board upon the recommendation of the Corporate Governance and Social Responsibility Committee; such members may be removed or replaced by the Board, and any vacancies on the AFC shall be filled by the Board upon the recommendation of the Corporate Governance and Social Responsibility Committee. No member may serve on more than three public company audit committees (including the Corporation) without the approval of the Board.