Gates Industrial Corp plc

Table of Contents

IN COMPLIANCE WITH SECTION 897 OF THE COMPANIES ACT 2006:

PART I – EXPLANATORY STATEMENT

May 27, 2026

To the Gates Shareholders, and, for informational purposes only, to the holders of awards granted under the Gates Equity Incentive Plans.

Recommended proposals relating to the introduction of a new Bermuda-incorporated exempted company limited by shares as the holding company to be effected by means of a Scheme of Arrangement under Part 26 of the Companies Act

1. Background to and Reasons for the Redomiciliation

On May 8, 2026, the Company announced proposals relating to the corporate structure and organization of Gates Industrial Corporation, including its intention to create a new Bermuda-incorporated exempted company limited by shares as the parent company. Such proposals will be implemented by putting in place New Gates as the new publicly held parent company for Gates Industrial Corporation by means of a scheme of arrangement under Part 26 of the Companies Act.

The particular type of scheme of arrangement Gates Industrial Corporation is proposing to use to implement the Redomiciliation is known as a “cancellation scheme”. Under a cancellation scheme, a company cancels all of its outstanding shares by way of a reduction of capital (in this case, the Gates Reduction of Capital). This cancellation creates a credit in its books of account which is “capitalized” (i.e., converted into share capital) with such new share capital being issued to a third party (in this case, New Gates). New Gates will be required to (and will commit to the Court that it will) issue one New Gates Share for every Scheme Share then held by such Gates Shareholder as of the Scheme Record Time. Consequently, New Gates will become the sole shareholder of the Company and the parent of Gates Industrial Corporation, and the Shareholders of record will hold shares in New Gates.

The Board decided to pursue the Redomiciliation after a careful analysis, with the assistance of Gates’s management team and outside advisors, that took place over more than 18 months. During this process, the Board and Gates’s management team considered remaining incorporated in England and Wales or changing its jurisdiction to the United States (including Delaware), Bermuda, the Cayman Islands and Luxembourg, among other jurisdictions. A number of factors were considered, including which jurisdiction offered: (1) the best opportunity for long-term shareholder value creation and flexibility to pursue corporate transactions and capital raising activities to enhance value creation opportunities; (2) a more certain and efficient redomiciliation process; and (3) expected economic savings further supported by reduced administrative burdens.

Following this rigorous analysis, the Board selected Bermuda as its jurisdiction of choice because it believes a Bermuda incorporation offers Gates and its shareholders more strategic flexibility and new opportunities for long-term shareholder value creation and will reduce administrative costs. Bermuda provides a stable business-friendly legal environment with a long-standing reputation for supporting multinational companies. Additionally, Bermuda’s corporate law provides flexible corporate governance standards and efficient redomiciliation procedures, further supporting the Company’s objectives.

•Increased flexibility for corporate transactions and capital raising and elimination of certain supermajority vote requirements: English law includes a number of strict corporate law requirements. For example, many corporate actions by English incorporated companies require a supermajority vote of shareholders (75 percent of the votes cast) – including any amendment of a company’s articles of association and the disapplication (or waiver) of statutory pre-emption rights on issuances of equity securities for cash. The application of pre-emption rights on equity issuances from an NYSE-listed company is both unusual and impractical and we are, therefore required to seek shareholder approval to disapply (or waive) such rights. The duration of approval for such waiver of statutory pre-emption rights is limited to a period of five years or shorter; however, due to institutional investor guidelines we are practically required to seek such waiver at each annual general meeting. Additionally, English law does not provide for statutory mergers – comparable business combinations must instead be effected through a scheme of arrangement requiring approval by a majority in number of shareholders who represent 75 percent or more in value of the shares held by shareholders present and voting.

In comparison, under the New Gates Bye-laws, the affirmative vote of a majority of the votes cast by New Gates Shareholders entitled to vote will be required in order for New Gates to amend the New Gates Bye-laws, enhancing Shareholder rights. Additionally, New Gates Shareholders will not be entitled to pre-emption rights with respect to any issuance of shares by New Gates. Furthermore, under Bermuda law and the New Gates Bye-laws, many corporate actions will require only the affirmative vote of a majority of the votes cast by Shareholders entitled to vote at a general meeting of the Shareholders – including, under certain circumstances, mergers and amalgamations, further enhancing Shareholders’ ability to weigh in on corporate actions. The Redomiciliation is intended to increase flexibility for the Company to take key corporate actions, including raising equity financing (e.g., for the purpose of reducing the cost of capital or financing future strategic transactions), as well as making us more agile when it comes to pursuing mergers and other business combinations using transaction structures which will be more familiar to our largely U.S. Shareholder base.

•Streamlined share buyback process: Share buybacks form a key component of our capital allocation strategy. As a company incorporated in England and Wales and listed on the NYSE, we are only permitted to conduct buybacks through shareholder-approved contracts with shareholder-approved counterparties, and these approvals must be renewed every five years or more frequently in practice. U.K. stamp duty is imposed on buybacks at a rate of 0.5 percent of the value which can result in additional costs (for example, a $200 million share repurchase program would incur $1 million of stamp duty). Redomiciliation would offer us greater flexibility and efficiency to conduct share buybacks and would eliminate the cost of U.K. stamp duty.

•Total return and dividends: Under English law, a company can issue dividends only if it has sufficient “distributable reserves.” The calculation of such distributable reserves requires, among other things, all accumulated realized losses (irrespective of when incurred) to be deducted from a company’s accumulated realized profits (which will have been reduced by other distributions over time), rather than simply referencing the company’s net asset position at the time or the actual profits made in a particular financial period when the dividend is paid. Bermuda does not require a company to justify proposed dividends against distributable reserves. Instead, Bermuda companies may make distributions so long as they satisfy a solvency test, similar to the rules familiar to our largely U.S. Shareholder base. Gates has historically delivered strong shareholder returns on a relative basis (as evidenced by cumulative three-year share price appreciation of approximately 90% through April 30, 2026 compared to approximately 73% for the S&P 500) and the Redomiciliation would provide us greater flexibility to pay dividends to Shareholders.

•Eliminate duplicative regulation and reporting: The Redomiciliation will relieve the Company from the obligation to comply with both U.K. and U.S. public company regimes, including the elimination of duplicative financial reporting under both U.S. GAAP and IFRS. Going forward following the Redomiciliation, we would report solely under U.S. GAAP, simplifying our financial disclosures and meaningfully reducing administrative costs. Further, because of the availability of the Company’s financial statements prepared in accordance with U.S. GAAP, the Company does not believe that its shareholders find the Company’s IFRS financial statements meaningful or additive to the Company’s financial reporting. The Company estimates overall annual cash savings from reduced administrative, accounting and legal complexity of approximately $4 million.

•Align our governance and reporting practices with the expectations of our predominantly U.S.-based shareholders: Given our listing on the NYSE, Bermuda’s flexible corporate governance coupled with no longer being incorporated in England and Wales would also allow us to more closely align our governance and reporting practices with the expectations of our largely U.S. Shareholder base.

•Commitment not to adopt a long-term rights plan: Gates is not currently subject to the U.K. Takeover Code and is permitted under its Articles to issue preference shares, with such rights and restrictions as may be determined by the Board. Under the New Gates Bye-laws, Gates will retain this right; however, upon Redomiciliation, New Gates will not have a shareholder rights plan, or poison pill in place, and commits with respect to any rights plan adopted by the New Gates Board without prior Shareholder approval that such plan will automatically terminate one year after adoption unless the plan is approved by Shareholders prior to such termination.

•Enhanced governance protections for certain related party transactions: Under the New Gates Bye-laws, if the New Gates Board determines that a merger or amalgamation proposed by a Controlled Acquiror is a Covered Transaction, the New Gates Board must form an Independent Committee to evaluate and, if determined to be a Covered Transaction, negotiate, recommend, and approve the transaction in addition to other required New Gates Board and Shareholder approvals. Moreover, any shares held, directly or indirectly, by the Controlled Acquiror proposing the Covered Transaction will not count towards the quorum and will be excluded from determining the requisite majority.

As part of their analysis, the Board and the Company’s management team considered redomiciling Gates to the United States (including the State of Delaware), among other jurisdictions. Gates believes there is a significant difference in the expected cost

and certainty associated with redomiciling to Bermuda versus the United States, and the Board determined that, at the present time, it is not as advantageous as being incorporated in Bermuda for a number of reasons:

•First, due to significant differences between the U.S. and U.K. tax regimes, redomiciling to the United States would require Gates to incur estimated costs in the range of $3 million to $5 million and devote its resources over a significant and uncertain amount of time to investigate whether Gates’s financial performance would be adversely affected by a potential redomiciliation to the United States (including the State of Delaware) relative to Bermuda. The outcome of such analysis is also subject to significant uncertainty and there can be no assurance that redomiciling to the United States would not adversely impact New Gates’s financial performance.

•Second, redomiciling to the United States would require Gates to undergo a substantial restructuring of its non-U.S. treasury and business operations to align with current U.S. taxation rules. Such restructuring would require additional corporate resources, require Gates to incur additional and likely meaningful costs and take a significant amount of time, all of which would not be required if Gates pursued redomiciling in Bermuda.

•Third, redomiciling to the United States could be treated as taxable to certain shareholders from a U.S. federal income tax perspective, whereas redomiciling to Bermuda is expected to be tax-free to U.S. Holders as described in “Part IV Taxation — Material U.S. Federal Income Tax Consequences” of the Document.

•Fourth, if Gates were to delay the proposed Redomiciliation, as discussed elsewhere in this letter and the Document, it would cause Gates to incur additional U.K. compliance related costs in fiscal year 2026, and potentially 2027. Redomiciling to Bermuda would allow Gates to change its jurisdiction of incorporation in a more time efficient manner and thereby avoid these costs.

In sum, while the absolute total cost differential is not known, the Board also considered potential missed opportunity costs, efficiency, management distraction from strategic priorities, compliance costs and other factors in choosing to redomicile to Bermuda instead of the United States.

We believe the Redomiciliation will not have any material impact on the day-to-day conduct of the business of the various operating companies within Gates Industrial Corporation Group. The Redomiciliation will not in and of itself result in any job losses or relocation out of the United Kingdom or any other country of existing personnel who comprise the workforce of our various operating companies. The location of our future operations will depend on the needs of our business, independent of legal domicile, as has been our practice prior to the Redomiciliation.

The Scheme requires:

•the approval of the Scheme by a majority in number of Scheme Shareholders who represent 75 percent or more in value of the Gates Shares held by Scheme Shareholders present and voting, in person or by proxy, at the Court Meeting;

•the Scheme Resolutions being passed by 75 percent of the votes cast by Shareholders of record, in person or by proxy, at the General Meeting; and

•the approval of the Court.

Your attention is drawn to the letter from Ivo Jurek, Chief Executive Officer, which appears earlier in this Document and forms part of this Explanatory Statement. The letter contains, among other things: (a) information on the background to and reasons for the Redomiciliation, and (b) the actions to be taken by you, including how to make sure your vote is counted at the Meetings.

Key Legal Differences and Expected Benefits of Change in Domicile

Below is a summary of certain key differences between English and Bermuda law and the applicable provisions in the Articles and the New Gates Bye-laws, and the related benefits we hope to realize by effecting the Redomiciliation through the Scheme. Please also see “Part V Additional Information — Comparison of the Rights of Gates Shareholders and New Gates Shareholders” beginning on page 75 of this Document for a comparison of your rights as a holder of Gates Shares and your rights that would result from the Scheme and holding New Gates Shares. Please be sure to review that detailed comparison carefully to ensure that you understand the differences in your rights that will result from the implementation of the Scheme.

Primary Benefits of Redomiciliation to Bermuda

Supermajority Requirements and Mergers or Business Combinations

Under English law, certain corporate matters must be approved by supermajority votes of shareholders that require the affirmative vote of 75 percent of the votes cast. These matters include, among others, any amendment of a company’s articles of association and the disapplication (or waiver) of statutory pre-emption rights on issuances of equity securities for cash. Additionally, any scheme of arrangement, which is required under English law for many business combination or redomiciling transactions, such as the Scheme described in this Document, requires the approval of a majority in number of the shareholders who represent 75 percent or more in value of the company’s shares present and voting.

Bermuda law offers more flexibility as regards to shareholder voting thresholds. For example, Bermuda law requires the affirmative vote of a majority of the votes cast by New Gates Shareholders entitled to vote to approve an amendment to a company’s bye-laws. Bermuda law also does not impose statutory pre-emption rights, making the supermajority vote on their disapplication unnecessary. While the shareholder approval thresholds required under the Bermuda Companies Act for schemes of arrangements are similar to those in England, there is less reliance on schemes and associated supermajority votes for implementing value-enhancing transactions because Bermuda law offers both mergers and amalgamations.

Under Bermuda law, mergers and amalgamations require a supermajority shareholder approval unless such approval threshold is otherwise specified in the bye-laws; alternative voting thresholds have been incorporated into the New Gates Bye-laws. Under the New Gates Bye-laws, if at least two-thirds of New Gates’s directors then in office vote affirmatively to approve a merger or amalgamation, then the affirmative vote of greater than 50% of the votes cast by holders of the issued New Gates Shares entitled to vote virtually, in person or by proxy at a general meeting is required to approve such merger or amalgamation. If less than two-thirds but at least a majority of New Gates’s directors then in office vote affirmatively to approve a merger or amalgamation, then the affirmative vote of at least 75% of the votes cast by holders of the issued New Gates Shares entitled to vote virtually, in person or by proxy at a general meeting is required to approve such merger or amalgamation.

Bermuda law will facilitate the ability of New Gates to make subsequent changes to the New Gates Bye-laws or pursue potential business combination transactions that the New Gates Board and management believes are in the best interests of all Shareholders, without providing a small minority of New Gates Shareholders the ability to block these value-creating transactions.

Cash Savings

The Company has identified several areas of cash savings that it would expect to realize following the consummation of the Redomiciliation, including:

•savings from no longer having to prepare and file consolidated annual IFRS statutory accounts for Gates Industrial Corporation which are compliant with requirements of the Companies Act. We believe such IFRS accounts provide limited incremental information to our largely U.S. Shareholder base given the SEC-compliant U.S. GAAP financial reporting that we separately provide to Shareholders (and will continue to provide after the Redomiciliation).

•reduced external legal counsel costs associated with the impact of certain English rules on our proxy statements, annual and special meetings of Shareholders and other legal issues associated with incorporation under the laws of England and Wales;

•stamp duty of 0.5 percent of the value of share buybacks no longer applying; and

•other administrative savings, such as transfer agent savings due to simpler Bermuda share transfer processes.

The Company estimates an aggregate annual cost savings of approximately $5 million from these reduced administrative, accounting and legal requirements and the elimination of stamp duty.

Capital Raising Flexibility

Under English law, a company’s shareholders are entitled to pre-emption rights on the issuance of equity securities for cash, unless shareholders approve the disapplication of the pre-emption rights by the affirmative vote of 75 percent of the votes cast. Any such disapplication of pre-emption rights must be for a specified amount and applicable institutional investor guidelines limit the size of such disapplications and require shareholder approval of the disapplication at each annual general meeting, notwithstanding that U.K. law permits a disapplication for up to five years. While we do not have any current plans to raise capital through equity issuance for cash, we may do so in the future. The time required to seek and obtain supermajority shareholder approval for an equity issuance in excess of the then-current approved amount could constrain our ability to react quickly to funding needs and market conditions in connection with capital raising and strategic transactions.

As is familiar to our largely U.S. Shareholder base, Bermuda law does not subject the issuance of shares for cash to statutory pre-emption rights, enhancing the flexibility of New Gates to capitalize on financing activities during favorable market conditions that may exist from time to time. Further, eliminating the requirement to vote on disapplication of pre-emption rights every five years or more frequently (including annually) reduces administrative costs and burden on the Gates Industrial Corporation Group. However, while Bermuda does not require supermajority shareholder approval for these types of issuances, New Gates will remain subject to the rules of the NYSE, including being subject to NYSE rules relating to needing shareholder approval for issuances of 20% or more of its outstanding common shares or voting power under certain circumstances.

Additionally, due to the strict requirements of English corporate law, the Company has, in the past, been unable to pursue certain advantageous financing transactions resulting in the Company losing out on meaningful savings on annual interest expense.

Share Buybacks

Under English law, shareholder approval is required to effect share buybacks because a U.K. public company may purchase its own shares only: (a) “on-market” on a “recognized stock exchange”, which includes the London Stock Exchange, but does not include the NYSE (and so this method cannot currently be utilized by Gates Industrial Corporation), or (b) “off-market” pursuant to a share purchase contract that, along with the identity of the counterparties, has been approved by its shareholders. Any such approval expires not more than five years after it is granted. Gates Industrial Corporation’s current share buyback program approval is scheduled to expire in June 2029. Since the terms pursuant to which companies implement these buybacks change from time to time and shareholder approval is necessary for any amendment to these share purchase contracts, to retain the flexibility to utilize share buyback programs whenever market conditions are appropriate, U.K. companies such as Gates Industrial Corporation are required to regularly seek shareholder approval of changes to these contracts or to introduce new counterparties.

In addition, English law applies a stamp tax on share buybacks at a rate of 0.5 percent of the value of the repurchases. For example, assuming a $200 million per year share repurchase program, New Gates would save $1 million of U.K. stamp duty annually by redomiciling to Bermuda where this is no stamp duty.

The regular shareholder approval and the fees charged by the banks serving as counterparties as well as the imposition of stamp duty increase the administrative burden and costs associated with our share buyback programs and may reduce flexibility to implement these programs in the most efficient way in the future.

As is familiar to our largely U.S. Shareholder base, Bermuda law does not require shareholder approval of a company’s purchases of its own shares or impose any stamp tax on such purchases. In addition, as a Bermuda company we would no longer be required to effect our share buyback program through specified counterparty banks, thereby providing enhanced flexibility and providing possible cost savings.

Self-Tender Offers

Consistent with the treatment of share buybacks generally, self-tender offers for U.K. companies whose shares trade “off market” must also be implemented under the pre-approved share purchase contracts with identified counterparties. The counterparties’ role in these self-tender offers results in additional costs and complexities.

As is familiar to our largely U.S. Shareholder base, under Bermuda law, other share buybacks do not require a company to conduct these tender offers under shareholder-approved contracts through shareholder-approved counterparty banks, thus allowing us to conduct these transactions in a more streamlined and cost-efficient manner.

“Distributable Reserve” Requirement for Dividends, Distributions and Share Buybacks

Under English law, a company can issue dividends or share distributions or undertake share buybacks only if it has sufficient “distributable reserves”. The calculation of such distributable reserves requires, among other things, all accumulated realized losses (irrespective of when incurred) to be deducted from a company’s accumulated realized profits (which will have been reduced by other distributions over time), rather than simply referencing the company’s net asset position at the time or the actual profits made in a particular financial period when the dividend or distribution is paid or the share buyback occurs.

If a company does not have sufficient distributable reserves, it would be prohibited from issuing dividends or share distributions or undertaking share buy-backs. It would also be prohibited from effecting a potential value-creating transaction involving a split-off or spin-off of assets to its shareholders.

Bermuda does not have a distributable reserves requirement applicable to dividends, distributions or share buybacks. Instead, Bermuda law will permit New Gates to engage in share distributions, including spin-off and split-offs, dividends and share buybacks unless New Gates is, or would after the distribution be, unable to pay its liabilities as they become due, or the realizable value of its assets would be less than its liabilities. This standard is generally regarded as more flexible than the English law requirements and is consistent with many U.S. companies, which will enhance the New Gates Board’s ability to make these types of dividends, distributions and share buybacks and pursue these types of transactions as opportunities arise.

Bermuda’s Stable Corporate Legal Environment

The Board considered Bermuda’s stable corporate legal environment, which serves as the jurisdiction of organization for a significant number of U.S. publicly listed companies. Bermuda provides a stable, business-friendly legal environment, with a long-standing reputation for supporting multinational companies and Bermuda’s corporate governance provides flexible corporate governance standards and efficient redomiciliation procedures. As of December 31, 2025, more than 30 companies listed on either the NYSE or NASDAQ with a market capitalization in excess of $1 billion were organized in Bermuda, eight of which had a market capitalization in excess of $10 billion. Given our listing on the NYSE, Bermuda’s flexible corporate governance coupled with no longer being incorporated in England and Wales would also allow us to more closely align our governance and reporting practices with the expectations of our largely U.S. Shareholder base.

Continued Application of the NYSE Listing Standards and SEC Rules

In addition, due to the fact that the New Gates Shares will be listed on the NYSE, the NYSE listing requirements and the U.S. securities laws to which New Gates will be subject will not change as a result of the Redomiciliation, including with respect to the NYSE rules pertaining to conflicts of interest, director independence, corporate governance guidelines, say-on-pay and shareholder approval of certain share issuances, including requiring shareholder approval for equity compensation plans, any issuance that would result in a change of control of New Gates under NYSE rules, certain equity issuances to related parties and issuances of 20% or more of outstanding common shares or voting power.

The Redomiciliation Will Have Limited Negative Impact

The Redomiciliation will change the jurisdiction of incorporation and governing documents of our parent company, but we believe that it will have little to no effect on our operations and subsidiaries:

•the Redomiciliation is not tax-driven, and our operating subsidiaries’ tax residence will not change;

•as a Bermuda company, New Gates will continue trading on the NYSE (under the symbol “GTES”) and will continue to be governed by SEC rules and regulations;

•our day-to-day operations and those of our operating companies are expected to be materially unaffected by the Redomiciliation;

•the Redomiciliation is not expected to result in any material changes in our offices, management team, Board or employee base, nor will it result in material changes to our operating companies’ client offerings or services; and

•there will be no material change in our U.S. GAAP financial statements and no material changes in our financial documents, financings or credit agreements as a result of the Redomiciliation.

2. Implementation of the Proposal

Preparatory Steps

New Gates

New Gates will be incorporated in Bermuda as an exempted company limited by shares. Prior to the Effective Date, New Gates will not commence operations (other than entry into contracts and activities associated with its administration and the Redomiciliation).

The initial subscriber to New Gates will be the vice-president of Walkers Corporate (Bermuda) Limited. Such subscriber will subscribe to New Gates solely for the purposes of facilitating the incorporation of New Gates and will not be issued and allotted any shares in New Gates. Gates Industrial Corporation will be issued and allotted one share in the capital of New Gates which will be held pending implementation of the Scheme.

Subject to the resolutions being passed at each of the Meetings, on the Effective Date, New Gates will have an authorized share capital of $30,000,000 of aggregate nominal value, of which $2,539,999.28 will be utilized to issue approximately 253,999,928 New Gates Shares on the Effective Date, based on the number of Gates Shares in issue as of May 15, 2026, the last practicable date prior to the mailing of this Document.

The Articles of Gates Industrial Corporation

Any Gates Shares issued (for example, on the exercise of awards under the Gates Equity Incentive Plans) after the Scheme Record Time will not be subject to the Scheme. Accordingly, it is also proposed that the Articles be amended so that any Gates Shares issued to any person other than New Gates on or after the Scheme Record Time will be transferred automatically to New Gates (or as it may otherwise direct) in consideration for the issue to such person of one New Gates Share for each Gates Share so issued (i.e., on the same terms as if they had been subject to the Scheme).

The Articles Amendment Resolution will also authorize the Company to procure the transfer of Gates Shares held by or for the benefit of Overseas Shareholders to a nominee to hold in circumstances where the issue of the New Gates Shares to or for the benefit of the relevant Overseas Shareholder would or might infringe certain laws or require the observance of additional governmental or regulatory consents or otherwise (for example, sanctions or securities laws). The amendment to the Articles permits the nominee to sell the New Gates Shares and, to the extent permitted by applicable law, remit the proceeds of such to the Overseas Shareholder.

The Articles Amendment Resolution is set out in full in the notice of the General Meeting in “Part VII Notice of the General Meeting of Gates Industrial Corporation plc” beginning on page 96 of this Document. Accordingly, the Articles Amendment Resolution will be proposed as a special resolution at the General Meeting.

The Scheme

The Scheme process requires the approval of Scheme Shareholders and the sanction of the Court under Part 26 of the Companies Act. The Company will not apply for Court sanction of the Scheme unless the Conditions have been satisfied (or if not satisfied, to the extent permitted by applicable law, waived).

Under the Scheme, the number of issued shares of Gates Industrial Corporation will be reduced by cancelling the Scheme Shares pursuant to the Gates Reduction of Capital at the Effective Date.

Simultaneously with the Gates Reduction of Capital taking effect: (a) New Gates will issue to the Scheme Shareholders the following New Gates Shares:

one (1) New Gates Share for each Gates Share held at the Scheme Record Time

in consideration for the cancellation of the Scheme Shares and the issuance of the New Shares to New Gates, and (b) Gates Industrial Corporation will transfer for nil consideration New Gates’s initial share held in the name of Gates Industrial Corporation to New Gates and New Gates will immediately cancel such initial share. As a result, each beneficial owner of Gates Shares will become the beneficial owner of one New Gates Share for every Gates Share beneficially owned as of the Scheme Record Time.

Immediately upon the Gates Reduction of Capital taking effect, Gates Industrial Corporation will be re-registered as a private limited company pursuant to the Scheme to align its corporate form with its new status as an intermediate holding company within Gates Industrial Corporation.

Subject to the issue of New Gates Shares to the Scheme Shareholders and immediately upon the re-registration of Gates Industrial Corporation as a private company taking effect, and notwithstanding anything to the contrary in the Articles, Gates Industrial Corporation shall apply the credit in its books of account as a result of such reduction of capital in paying up, in full at par, such number of New Shares as will have an aggregate nominal value equal to the aggregate nominal value of Scheme Shares cancelled pursuant to the Gates Reduction of Capital and shall allot and issue the same, credited as fully paid up (and free from liens, charges, encumbrances, rights of pre-emption, rights of set-off, and other third party rights of any nature whatsoever), to New Gates and/or its nominee(s). The Company will become a wholly owned, direct subsidiary of New Gates.

In consequence of these steps, immediately upon the Scheme becoming effective, Gates Shareholders will hold New Gates Shares in the same proportions in which they held Gates Shares immediately prior to the Effective Date.

Gates Shareholders who sell or otherwise transfer their Gates Shares after the Voting Record Time but prior to the Scheme Record Time will not participate in the Scheme and will not receive any New Gates Shares.

The allotment and issuance of the New Gates Shares will require approval of the New Gates directors.

The full terms of the Scheme are set out in “Part III The Scheme of Arrangement” beginning on page 54 of this Document.

Conditions to Implementation of the Proposal

The Scheme will not be implemented unless each of the following conditions is satisfied (or if not satisfied, to the extent permitted by applicable law, waived):

a. the Scheme having been approved by a majority in number who represent 75 percent or more in value of the Gates Shares held by Scheme Shareholders present and voting, in person or by proxy at the Court Meeting;

b. all Scheme Resolutions proposed at the General Meeting having been approved by 75 percent of the votes cast by Shareholders of record, in person or by proxy, at the General Meeting;

c. the directors having not resolved to abandon the Scheme prior to the Court Order sanctioning the Scheme (the directors have discretion to determine that the Scheme should no longer proceed if they consider that it is no longer in the best interests of the Company and the Gates Shareholders as a whole);

d. all statutory, regulatory or governmental consents, licenses, confirmations, clearances (including, but not limited to, any foreign investment clearances), permissions and other approvals required in connection with the Scheme under applicable laws in the United Kingdom, the United States, Bermuda and the various countries in which we do business and/or hold our interests in have been obtained on terms reasonably acceptable to the Board;

e. the New Gates Shares to be issued pursuant to the Scheme having been authorized for listing on the NYSE, subject to official notice of issuance;

f. the sanction (with or without modification) of the Scheme and the confirmation of the Gates Reduction of Capital by the Court as described in “Part I Explanatory Statement — 3. Meetings and Consents for Implementation of the Proposal — Court Approval” beginning on page 44 of this Document;

g. the delivery of a copy of the Court Order and the related statement of capital to the Registrar of Companies, and, if so ordered by the Court, the registration of the Court Order and the related statement of capital by the Registrar of Companies; and

h. at the Effective Date, there being no threatened, pending or effective decree, order, injunction or other legal restraint prohibiting the consummation of the Scheme or related transactions.

3. Meetings and Consents for Implementation of the Proposal

Before the Court’s approval can be sought to sanction the Scheme, the Scheme will require:

•the approval of Scheme Shareholders at the Court Meeting; and

•the passing of the Scheme Resolutions set out in the notice of the General Meeting.

The Meetings will be held virtually on June 25, 2026. Notices of the Court Meeting, the General Meeting are set out in “Part VI Notice of the Court Meeting” beginning on page 93 of this Document and “Part VII Notice of the General Meeting of Gates Industrial Corporation plc” beginning on page 96 of this Document, respectively.

The Company will announce the preliminary voting results at each of the Meetings. It will post the final results of voting at each Meeting on its website promptly after the Meetings. The Company will also report the final results in a Current Report on Form 8-K that it will file with the SEC. All reports Gates Industrial Corporation files with the SEC are publicly available when filed; for more information, see “Part V Additional Information — Where You Can Find More Information” beginning on page 89 of this Document.

Court Meeting

The Court Meeting will be convened at 10:00 a.m. Mountain Time on June 25, 2026 and will be held virtually pursuant to an order of the Court, to enable the Scheme Shareholders to consider and, if thought fit, approve the Scheme.

All Scheme Shareholders as of the Voting Record Time will be entitled to vote at the Court Meeting in respect of the number of Scheme Shares registered in their names at the relevant time, as further described below. Beneficial holders whose Gates Shares are held in the name of a bank, broker or other nominee at the Scheme Record Time have the right to instruct their bank, broker or other nominee on how to vote the Gates Shares which are held on behalf of those beneficial owners and may request that they are appointed as a proxy to attend and vote at the Court Meeting. No proxy may be appointed to attend the Court Meeting in respect of Gates Shares held by a DTC participant on behalf of the Company and no such shares are permitted to be voted at the Court Meeting.

At the Court Meeting, voting will be held by way of a poll and each Gates Shareholder entitled to attend and who is present, in person (by virtual means) or by proxy, will be entitled to one vote for every Gates Share held.

The statutory majority required to approve the Scheme at the Court Meeting is a majority in number of Scheme Shareholders who represent 75 percent or more in value of Gates Shares held by Scheme Shareholders present and voting, in person or by proxy, at the Court Meeting.

FOR THE REASONS DISCUSSED IN “PART I EXPLANATORY STATEMENT — 1. BACKGROUND TO AND REASONS FOR THE REDOMICILIATION” BEGINNING ON PAGE 32 OF THIS DOCUMENT, THE BOARD UNANIMOUSLY RECOMMENDS THAT GATES SHAREHOLDERS VOTE, OR INSTRUCT YOUR BANK, BROKER OR OTHER NOMINEE TO VOTE, “FOR” THE SCHEME AT THE COURT MEETING.

In order for the Court to be satisfied that the votes cast constitute a fair representation of the views of Shareholders, it is important that as many votes as possible are cast at the Court Meeting. Shareholders of record and beneficial owners of Gates Shares appointed as a proxy are therefore urged to take the action relating the submission of your proxy vote(s) referred to “Part I Explanatory Statement — 17. Action to be Taken” beginning on page 51 of this Document.

If the Scheme is approved and becomes effective, it will be binding on all Shareholders of record as at the Scheme Record Time irrespective of whether they attended the Court Meeting, the way in which they voted or whether they voted at all.

General Meeting

The implementation of the Scheme will also require the passing of four Scheme Resolutions to be proposed at the General Meeting. The General Meeting will be convened at 10:15 a.m. (or as soon thereafter as the Court Meeting has concluded or been adjourned) on June 25, 2026 (the same day as the Court Meeting) and will be held virtually to enable Shareholders of record and

the beneficial owners of Gates Shares appointed as a proxy to consider and, if thought fit, approve the following resolutions, which relate to certain procedural matters necessary to implement the Scheme.

i. Scheme Resolution No. 1: Approval of Scheme.

The purpose of Scheme Resolution No. 1 (the full text of which is set out below) is to approve the Scheme and give the Board the authority to carry out the procedural actions necessary to implement the Scheme.

“THAT the scheme of arrangement, substantially in the form of “Part III The Scheme of Arrangement” of the accompanying Document, in its original form or with or subject to any modification, addition or condition approved by the High Court of Justice of England and Wales (the “Court”) proposed to be made pursuant to Part 26 of the Companies Act 2006 (the “Companies Act”) between the Company and the Scheme Shareholders (as defined therein) (the “Scheme”) be approved and the directors of the Company be, and they are hereby authorized, to take all such actions as they may consider necessary or appropriate for carrying the Scheme into effect;”

ii. Scheme Resolution No. 2: Gates Reduction of Capital.

The purpose of Scheme Resolution No. 2 (the full text of which is set out below) is to authorize the reduction of the Company’s share capital associated with the cancellation and extinguishment of the Scheme Shares.

“THAT the share capital of the Company be reduced by cancelling and extinguishing all of the Scheme Shares (the “Gates Reduction of Capital”);”

iii. Scheme Resolution No. 3: Issuance of New Shares to New Gates.

The purpose of Scheme Resolution No. 3 (the full text of which is set out below) is to approve the issuance of the New Shares to New Gates as part of the Scheme such that Gates Industrial Corporation will become a wholly owned, direct subsidiary of New Gates.

“THAT, subject to and upon the Gates Reduction of Capital above taking effect and notwithstanding anything to the contrary in the articles of association of the Company (the “Articles”):

a. the reserve arising in the books of account of the Company as a result of the Gates Reduction of Capital in Resolution No. 2 above be applied by the Company in paying up in full at par such number of new ordinary shares of one cent ($0.01) each in the capital of the Company (“New Shares”) as shall be equal to the number of Scheme Shares cancelled pursuant to Resolution No. 2 above, which shall be allotted and issued, credited as fully paid, to Gates Industrial Corporation Ltd. (“New Gates”) and/or its nominee(s) in accordance with the terms of the Scheme; and

b. conditional on the Scheme becoming effective in accordance with its terms, in addition to all existing authorities, for the purposes of section 551 of the Companies Act (and so that expressions used in this Resolution shall bear the same meaning as in the said section 551), the board of directors of the Company be generally and unconditionally authorized to exercise all the powers of the Company to allot the New Shares, provided that, (i) the maximum aggregate nominal amount of relevant securities that may be allotted under this authority shall be the aggregate nominal amount of the said New Shares referred to in paragraph (a) above, (ii) this authority shall expire (unless previously revoked, varied or renewed) on the fifth anniversary of this Resolution, and (iii) this authority shall be in addition and without prejudice to any other authority under section 551 of the Companies Act previously granted and in force on the date on which this Resolution is passed;”

iv. Scheme Resolution No. 4: Articles Amendment to Ensure All Gates Shares Are Subject to the Scheme.

The purpose of Scheme Resolution No. 4 (the full text of which is set out below) is to amend the Articles to ensure that any additional Gates Shares issued pursuant to the Gates Equity Incentive Plans, or otherwise, are, dependent on timing, subject to the Scheme or exchanged for New Gates Shares on the same terms as if they were subject to the Scheme.

“THAT for the purpose of giving effect to the Scheme, with effect from the passing of this Resolution No. 4, the Articles be hereby amended by the adoption and inclusion of the following new articles:

as article 125:

“Scheme of Arrangement

a. In this article, references to the “Scheme” are to the scheme of arrangement under Part 26 of the Act between the Company and the Scheme Shareholders (as defined in the Scheme dated May 27, 2026 (as amended or supplemented))

and as approved by the holders of the Scheme Shares at the meetings convened by the Court and agreed by the Company and Gates Industrial Corporation, Ltd., a company formed under Bermudan law as an exempted company limited by shares incorporated under the Bermuda Companies Act (“New Gates”) (as defined in the Scheme) and as may be modified or amended in accordance with its terms, and (save as defined in this Article) expressions defined in the Scheme shall have the same meanings in this article.

b. Notwithstanding either any other provision of these Articles or the terms of any resolution whether ordinary or special passed by the Company in general meeting, if the Company issues any Gates Shares (other than to New Gates or its nominee(s)) on or before the Scheme Record Time (as defined in the Scheme), such Gates Shares shall be issued subject to the terms of the Scheme (and shall be Scheme Shares for the purposes thereof) and the original or any subsequent holder or holders of such Gates Shares shall be bound by the Scheme accordingly.

c. Notwithstanding any other provision of these Articles, if any Gates Shares are issued to any person (other than New Gates or its nominee(s)) (“New Member”) after the Scheme Record Time (“Disposal Shares”), such New Member (or any subsequent holder or any nominee of such New Member or any such subsequent holder) will, provided the Scheme shall have become effective, be obliged to transfer immediately the Disposal Shares to New Gates (or to such other person as New Gates may otherwise direct) who shall be obliged to acquire all of the Disposal Shares in consideration of and conditional on the issue by or on behalf of New Gates to the New Member (or any subsequent holder or any nominee of such New Member or any such subsequent holder) of the equivalent share in the capital of New Gates for each Disposal Share to which the New Member (or any subsequent holder or any nominee of such New Member or any such subsequent holder) would have been entitled had each Disposal Share been a Scheme Share.

d. On any reorganization of, or material alteration to, the share capital of the Company (including, without limitation, any subdivision and/or consolidation) effected after the close of business on the Effective Date (as defined in the Scheme), the number of shares in the capital of New Gates to be issued pursuant to (c) above shall be adjusted by the Company in such manner as the Board may determine to be appropriate to reflect such reorganization or alteration. References in this article to Gates Shares shall, following such adjustment, be construed accordingly.

e. To give effect to any transfer required by this article, the Company may appoint any person as attorney for the New Member (or any subsequent holder or any nominee of such New Member or any such subsequent holder) to execute and deliver as transferor a form of transfer or instructions of transfer on behalf of the New Member (or any subsequent holder or any nominee of such New Member or any such subsequent holder) in favor of New Gates (or such other person as New Gates otherwise directs) and do all such other things and execute and deliver all such documents as may in the opinion of the attorney be necessary or desirable to vest the Disposal Shares in New Gates (or such other person as New Gates otherwise directs) and pending such vesting to exercise all such rights attaching to the Disposal Shares as New Gates may direct. If an attorney is so appointed, the New Member or any subsequent holder or any nominee of such New Member or any such subsequent holder shall not thereafter (except to the extent that the attorney fails to act in accordance with the directions of New Gates) be entitled to exercise any rights attaching to the Disposal Shares unless so agreed by New Gates. The Company may give good receipt for the purchase price of the Disposal Shares and may register New Gates (or such other person as New Gates otherwise directs) as holder of the Disposal Shares and issue to it certificates for the same. The Company shall not be obliged to issue a certificate to the New Member or any subsequent holder or any nominee of such New Member or any such subsequent holder for any Disposal Shares.

f. In connection with the Scheme, if, in respect of any Scheme Shareholder who the Company or New Gates reasonably believes is (or is holding some or all of its Scheme Shares on behalf of, or for the benefit of, a person(s) who is) a citizen, resident or national of any jurisdiction outside the United Kingdom, the United States or Bermuda, the Company or New Gates is advised that the allotment and issue of New Gates Shares pursuant to the Scheme would, or might, infringe the laws of any jurisdiction outside the United Kingdom, the United States or Bermuda or would, or might, require the Company or New Gates to observe any governmental or other consent or effect any registration, filing or other formality with which, in the opinion of the Company or New Gates, it would be unable to comply or compliance with which it regards as unduly onerous (for example, sanctions or securities laws), then (i) the Company may (unless such Scheme Shareholder satisfies the Company that no such violation or requirement would apply), in its sole discretion, appoint any person to execute as transferor an instrument of transfer transferring, prior to the Scheme Record Time, some or all of the Scheme Shares held by such Scheme Shareholder to a nominee to hold such Scheme Shares in trust for that Scheme Shareholder, on terms that the nominee shall sell the New Gates Shares that it receives pursuant to the Scheme in respect of such Scheme Shares as soon as practicable following the Effective Date or (ii) New Gates may, in its sole discretion, determine that some or all of the New Gates Shares that would otherwise be allotted and issued to such Scheme Shareholder pursuant to the Scheme shall instead be allotted and issued to a nominee appointed by New Gates as trustee for such Scheme Shareholder, on terms that they shall, as soon as practicable following the Effective Date, be

sold on behalf of such Scheme Shareholder at the best price which can reasonably be obtained and the net proceeds of such sale (after the deduction of all expenses and commissions incurred in connection with such sale, including any taxes or duties payable) shall, to the extent permitted by applicable law, be paid to such Scheme Shareholder in accordance with the provisions of Clause 4 of the Scheme. In the absence of bad faith or wilful default, none of the Company, New Gates, the nominee and any broker or agent of any of them shall have any liability for any loss or damage arising as a result of the timing or terms of any such sale.

g. Notwithstanding any other provision of these Articles, both the Company and the directors may refuse to register the transfer of any Scheme Shares effected between the Scheme Record Time and the Effective Date.””

FOR THE REASONS DISCUSSED IN “PART I EXPLANATORY STATEMENT — 1. BACKGROUND TO AND REASONS FOR THE REDOMICILIATION” BEGINNING ON PAGE 32 OF THIS DOCUMENT, THE BOARD UNANIMOUSLY RECOMMENDS THAT GATES SHAREHOLDERS VOTE, OR INSTRUCT YOUR BANK, BROKER OR OTHER NOMINEE TO VOTE, “FOR” EACH OF SCHEME RESOLUTIONS NO. 1 THROUGH NO. 4.

Approval of the Court Meeting Resolution and each of the Scheme Resolutions is a condition to the implementation of the Scheme. Accordingly, a vote against any of the Court Meeting Resolution or Scheme Resolutions will be a vote against the Scheme.

v. Adjournment.

To approve the adjournment of the General Meeting, if necessary, to solicit additional votes if there are insufficient votes in favor of the Court Meeting Resolution and/or the Scheme Resolutions.

At the General Meeting voting will be held by way of a poll. Each Gates Share is entitled to one vote on each matter properly brought before the General Meeting and submitted to the Gates Shareholders for approval.

Each of the Scheme Resolutions to be considered at the General Meeting (described above) is a special resolution which requires approval by at least 75 percent of the votes cast by Shareholders of record voting, in person or by proxy. The General Meeting Adjournment Resolution is an ordinary resolution which requires approval by a majority of the votes cast by Shareholders of record voting, in person or by proxy.

Court Approval

Under the Companies Act, the Scheme will be subject to the subsequent sanction (i.e. approval) of the Court. All Scheme Shareholders, beneficial owners of Gates Shares and other interested parties have the right to attend the Court Hearing themselves, or be represented by counsel, and Shareholders or creditors who wish to object to the Gates Reduction of Capital will be informed by advertisement in a newspaper, as directed by the Court, with national distribution in the United Kingdom of their right to appear in person or be legally represented at the Court Hearing. If you are interested in attending the Court Hearing in person, you are directed to the Business and Property Courts Rolls Building Cause List at www.court-tribunal-hearings.service.gov.uk for details of how to do so. The time of the Court Hearing and information on how to attend will be updated on the Court’s website after 11:30 a.m. Mountain Time (4:30 p.m. Greenwich Mean Time) on the Business Day before the Court Hearing. The date and the details of the Court Hearing will also be made available on Gates Industrial Corporation’s website at investors.gates.com once known. New Gates has confirmed that it has consented to being represented by the Company’s counsel at the Court Hearing so as to consent to the Scheme and to undertake to the Court to be bound thereby.

Effective Date

If the Scheme is sanctioned by the Court and the other conditions to the Scheme (as outlined above) have been satisfied (or if not satisfied, to the extent permitted by applicable law, waived), the Scheme is expected to become effective before the end of our third quarter of 2026.

The Scheme will not become effective in accordance with its terms until a copy of the order by the Court has been delivered to the Registrar of Companies for registration, together with a copy of the Scheme and a statement of capital confirming the Gates Reduction of Capital and, if the Court so orders, such order of the Court together with the statement of capital being registered by the Registrar of Companies.

Once the Scheme becomes effective, it will be binding on all Shareholders of record, irrespective of whether or not, being entitled to do so, they voted in favor of the Scheme at the Court Meeting or in favor of the General Meeting Resolutions at the General Meeting.

4. Check-the-Box Election

After the re-registration of the Company as a private company takes effect, the Company shall make an election pursuant to U.S. Treasury regulations section 301.7701-3(c) to be disregarded as an entity separate from New Gates for U.S. federal income tax purposes (the “Check-the-Box Election”) with such election effective on the day after the re-registration takes effect. For U.S. federal income tax purposes, the Redomiciliation (including the formation of New Gates, the Scheme, and the re-registration) and the Check-the-Box Election, taken together, are intended to be treated as a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code. This Document is intended to be a plan of reorganization within the meaning of U.S. Treasury regulations section 1.368-2(g).

5. Modification of the Scheme

The Scheme contains a provision for the Company and New Gates jointly to consent, on behalf of all persons concerned, to any modification of, or addition or condition to the Scheme that the Court approves.

The Court would be unlikely to approve any modification of, or addition or condition to, the Scheme which might be material to the interests of Scheme Shareholders unless the Scheme Shareholders were informed of any such modification, addition or condition. It will be a matter for the Court to decide, in its discretion, whether or not the consent of Scheme Shareholders should be sought at a further meeting. Similarly, if a modification, addition or condition is put forward which, in the opinion of the Board, is of such a nature or importance as to require the consent of the Scheme Shareholders at a further meeting, the Board will not take the necessary steps to enable the Scheme to become effective unless and until such Scheme Shareholders’ consent is obtained. For the avoidance of doubt, no modification shall be made to the Scheme once it has taken effect.

6. Effect of the Proposal

The day-to-day operations of the Gates Industrial Corporation Group are not expected to be materially affected by the implementation of the Proposal.

Under the Scheme, Scheme Shareholders will have their Gates Shares replaced by the same proportionate holding of New Gates Shares. Scheme Shareholders’ proportionate entitlement to participate in New Gates will not be affected by reason of the implementation of the Scheme. Scheme Shareholders will not receive any amount in cash pursuant to the terms of the Scheme (other than in certain limited circumstances referred to in Clause 3(b) of the Scheme which are expected to apply only in a small number of cases, if at all).

As the sole shareholder of Gates Industrial Corporation following the Effective Date, New Gates will own all of the business of Gates Industrial Corporation.

7. Effect of the Proposal on the Gates Equity Incentive Plans

The Scheme will affect participants of the Gates Equity Incentive Plans. New Gates will adopt and assume each of the Gates Equity Incentive Plans and outstanding awards under the Gates Equity Incentive Plans. To the extent required, the Gates Equity Incentive Plans will be amended, effective at the Scheme Record Time, to provide that all outstanding awards relating to Gates Shares will entitle the holder to purchase or receive, or receive benefits or amounts based on, as applicable, an equivalent number of New Gates Shares. All such awards will otherwise generally be subject to the same terms and conditions (including the same vesting conditions and, with respect to any stock options, the same exercise price) as were applicable to such awards immediately prior to the Scheme Record Time. The Scheme will not result in a “change in control” for purposes of the Gates Equity Incentive Plans.

The Company will inform participants in the Gates Equity Incentive Plans in due course of the effect on their participation in more detail. No further awards will be granted under the Gates Equity Incentive Plans in respect of Gates Shares after the Scheme Record Time, and future awards will be granted under the assumed 2018 Equity Incentive Plan with respect to New Gates Shares.

8. Taxation

Your attention is drawn to the general guidance on the material tax consequences of the Redomiciliation to the Shareholders set out in “Part IV Taxation” beginning on page 59 of this Document.

Determining the actual tax consequences to you may be complex and will depend on your specific situation. Accordingly, the tax consequences summarized in “Part IV Taxation” beginning on page 59 of this Document may not apply to all Gates Shareholders, and you should consult your own tax advisor regarding the particular U.K., Bermuda, U.S. (federal, state and local) and other tax consequences of the Redomiciliation and your subsequent ownership and disposition of the New Gates Shares in light of your particular situation.

9. Directors

All of the directors of Gates Industrial Corporation will be appointed as the directors of New Gates before the Effective Date. The directors of Gates Industrial Corporation will resign as directors of Gates Industrial Corporation following the Effective Date and new directors will be appointed to the board of Gates Industrial Corporation, once re-registered as a private limited company.

The new directors of Gates Industrial Corporation will be one or more employees of Gates Industrial Corporation, consistent with the approach taken for certain other wholly owned English subsidiaries within Gates Industrial Corporation.

The effect of the Scheme on the interests of the directors in their capacity as Gates Shareholders (details of which are set out in “Part I Explanatory Statement — 10. Directors’ Interests” beginning on page 46 of this Document) does not differ from its effect on the equivalent interests of other Gates Shareholders.

After the Effective Date, the members of the Board will receive their remuneration from New Gates (or one of its affiliates for administrative purposes) and the total compensation to be paid to each of those members of the Board will not be varied as a result of the Scheme. In addition, the responsibilities of individual members of the Board will remain unchanged in all material respects following implementation of the Scheme.

10. Directors’ Interests

The beneficial interests of the directors in Gates Shares are set out below. The interests are calculated as at May 15, 2026. In the event that the Scheme becomes effective, the directors will have corresponding interests in New Gates Shares by virtue of the effect of the Scheme on their existing holdings of Gates Shares, as set out below. Unless otherwise noted, each person identified possesses sole voting and investment power with respect to the shares shown opposite such person’s name.

• Represents beneficial ownership of less than 1%.

1. Does not include unvested time-based restricted stock units (“RSUs”) held by non-employee directors in connection with their service as directors.

2. Includes (i) 1,884,435 Gates Shares issuable upon exercise of options that are currently exercisable or exercisable within 60 days, and (ii) 2,740,530 Gates Shares owned by Mr. Jurek, 680,894 of which are owned indirectly through a trust of which Mr. Jurek’s spouse is the trustee.

3. Does not include 42,283 RSUs that are vested but deferred pursuant to the Gates Corporation Supplemental Retirement Plan (the “Supplemental Retirement Plan”).

4. Includes (i) 6,000 Gates Shares held through a family trust through which Mr. Neely shares the power to vote or direct the vote of, and the power to dispose or direct the disposition of, such shares and (ii) 5,952 Gates Shares held by Mr. Neely’s spouse.

5. Mr. Simpkins shares with his spouse through a family limited liability company the power to vote or direct the vote of, and the power to dispose or direct the disposition of, 1,001,211 Gates Shares.

6. Does not include 54,947 RSUs that are vested but deferred pursuant to the Supplemental Retirement Plan.

Due to the potential application of certain provisions of the Code as a result of the Redomiciliation, our non-employee directors will cease to participate in non-qualified deferred compensation plans maintained or sponsored by the Company or any of its affiliates and participating directors will receive distributions with respect to their prior deferrals of earned compensation to the extent necessary to comply with such Code provisions. Because the distributable deferred compensation balances reflect earned compensation, no performance or similar conditions related to these amounts are being waived or released and the compensation

to which each director is entitled will not change. In addition, these Code provisions may apply to certain unvested performance-based restricted stock unit awards previously issued by the Company, including to Ivo Jurek. To enable the agreements relating to such awards to comply with such provisions, Gates plans to amend the terms of payment applicable in the unlikely event of a termination due to death or disability prior to the vesting date. No other changes to the terms of the performance-based restricted stock unit awards will be made in connection with the Redomiciliation.

For further information regarding the treatment of awards under the Gates Equity Incentive Plans, including those held by the directors referred to above, please see “Part I Explanatory Statement — 7. Effect of the Proposal on the Gates Equity Incentive Plans” beginning on page 45 of this Document).

11. New Gates

New Gates has been established for the specific purpose of carrying on the existing business of the Company upon the Scheme becoming effective and implemented in accordance with its terms. Under the Scheme it is proposed that, on the Effective Date, New Gates will become the new parent holding company of Gates Industrial Corporation.

It is intended that New Gates will have the same strategy and mirror the capital structure of the Company to the extent permissible by Bermuda law. In that regard, Shareholders should note the following in relation to New Gates:

•New Gates will have the same share capital structure as the Company currently has with the New Gates Shares being listed on the NYSE;

•New Gates Shareholders will hold the same proportionate interests in New Gates as they hold in the Company as at the Scheme Record Time (subject to certain limited restrictions in relation to Overseas Shareholders referred to in Clause 3(b) of the Scheme which are expected to apply only in a small number of cases, if at all);

•the relevant system to facilitate the transfer of title to the New Gates Shares in uncertificated form will be DTC;

•New Gates’s ongoing costs and expenses are expected to be less than the current expected ongoing costs and expenses of the Company; and

•depending on their personal circumstances, the tax implications for certain categories of Shareholders holding New Gates Shares may differ in certain respects from the tax implications of holding Gates Shares. Shareholders are referred to the information in “Part IV Taxation” beginning on page 59 of this Document. Determining the actual tax consequences to you may be complex and will depend on your specific situation. Accordingly, the tax consequences summarized in “Part IV Taxation” beginning on page 59 of this Document may not apply to all Gates Shareholders, and you should consult your own tax advisor regarding the particular U.K., Bermuda, U.S. (federal, state and local) and other tax consequences of the Redomiciliation and your subsequent ownership and disposition of the New Gates Shares in light of your particular situation.

The New Gates Bye-laws, in substantially the form attached to this Document as Annex A, will govern New Gates after the Effective Date.

12. Listing and Trading

Application will be made for the New Gates Shares to be listed on the NYSE under the symbol “GTES”, the same symbol under which the Gates Shares are currently listed. It is expected that when the New Gates Shares will be issued, their listing will become effective and that trading will commence on market open on the Effective Date.

If all the conditions to the Scheme are satisfied (or, to the extent permitted by applicable law, waived), Gates Industrial Corporation intends to seek the delisting of the Gates Shares from the NYSE with effect from the close of trading on the NYSE on the trading day immediately preceding the Effective Date.

These dates may be deferred if there is any delay in obtaining the Court’s sanction of the Scheme or the Gates Reduction of Capital. In the event of a delay, the application for cancellation of the Gates Shares will be deferred so that the admission of the Gates Shares will not be cancelled until immediately prior to the Effective Date.

The issuance of the New Gates Shares to Shareholders of record in connection with the Redomiciliation will not be registered under the U.S. Securities Act or under the securities laws of any state or other jurisdiction of the United States. Accordingly, the New Gates Shares may not be offered, sold, resold, delivered, distributed or otherwise transferred, directly or indirectly, in or into the United States absent registration under the U.S. Securities Act or pursuant to an exemption therefrom. The New Gates Shares are expected to be issued in reliance upon the exemption from the registration requirements of the U.S. Securities Act provided by

Section 3(a)(10) thereof. Neither the SEC nor any U.S. state securities commission has approved or disapproved of the issuing of the New Gates Shares, or determined if this Document is accurate or complete. Any representation to the contrary is a criminal offense. See “Part I Explanatory Statement — 16. Securities Laws Considerations — Shareholders in the United States and Sales of New Gates Shares in the United States” beginning on page 50 of this Document.

13. Settlement

In accordance with the Scheme, New Gates will issue the New Gates Shares to all Shareholders of record as of the Scheme Record Time and all Shareholders of record will be issued one New Gates Share for every Scheme Share held by it as of the Scheme Record Time (other than in certain limited circumstances referred to in Clause 3(b) of the Scheme which are expected to apply only in a small number of cases, if at all). Accordingly, Gates Shareholders will cease to own Gates Shares and instead will own the equivalent class of New Gates Shares.

If you are a registered holder (i.e., a Shareholder of record) of Gates Shares held in certificated form, you are not automatically required to immediately return your existing Gates Share certificates, but you will not automatically be issued new certificates representing your New Gates Shares. You will, however, be required to return your Gates Share certificates to the Exchange Agent at or before the time you decide to transfer your New Gates Shares to another party, including when depositing your New Gates Shares into DTC or should you prefer to be in receipt of New Gates share certificates.

If you are a holder of Gates Shares held in “street name” beneficially through a bank, broker or other nominee within the facilities of DTC, you will not be required to take any further action. Your ownership of New Gates Shares will be recorded in book-entry form by your bank, broker or other nominee, and, unless otherwise advised by your bank, broker or other nominee, without the need for any additional action on your part.

Mandates

Each mandate relating to the payment of dividends on any Gates Shares and each instruction given to the Company by Gates Shareholders then in force as to notices and other communications from the Company relating to holdings of Gates Shares shall, unless and until varied or revoked, be deemed as from the Effective Date to be a valid and effective mandate or instruction to New Gates in relation to the corresponding New Gates Shares to be allotted and issued pursuant to the Scheme.

General

All deliveries of notices and/or all checks required to be sent to Gates Shareholders pursuant to the Scheme shall be sent through the post in pre-paid envelopes addressed to the persons respectively entitled thereto at their respective addresses appearing in the register of members of the Company at the Scheme Record Time (or, in the case of joint holders, to the address of that one of the joint holders whose name stands first in the register in respect of the joint holding) or in accordance with any special instructions regarding communications received at the registered office of the Company before the Scheme Record Time. None of the Company or New Gates or any agent of any of them shall be responsible for any loss or delay in transmission of certificates of checks sent in accordance with the process described above.

The Company and New Gates have confirmed that, except as provided for in the Scheme, settlement of the New Gates Shares will be implemented in full without regard to any lien, right of set-off, counter claim or other analogous right to which the Company or New Gates may be, or claim to be, entitled against such Gates Shareholder.

14. Legal, regulatory and tax impact of the Proposal

A summary of key legal and regulatory consequences resulting from New Gates being incorporated in Bermuda as compared to the Company, which is incorporated in England and Wales, is set out in “Part V Additional Information” beginning on page 67 of this Document.

A summary of certain aspects of the U.K., U.S. and Bermuda taxation consequences of the Redomiciliation and the holding and disposing of New Gates Shares is set out in “Part IV Taxation” beginning on page 59 of this Document. Determining the actual tax consequences to you may be complex and will depend on your specific situation. Accordingly, the tax consequences summarized in “Part IV Taxation” beginning on page 59 of this Document may not apply to all Gates Shareholders, and you should consult your own tax advisor regarding the particular U.K., Bermuda, U.S. (federal, state and local) and other tax consequences of the Redomiciliation and your subsequent ownership and disposition of the New Gates Shares in light of your particular situation.

15. Costs of the Proposal

The total costs and expenses payable in connection with the Scheme are not material to the Company and will be paid by Gates Industrial Corporation. No expenses will be charged directly to Gates Shareholders.

16. Securities Laws Considerations

Restricted Jurisdictions and Overseas Shareholders

The release, publication or distribution of this Document in, into or from jurisdictions other than the United Kingdom, the United States, or Bermuda may be restricted by law. Any person who is subject to the law of any jurisdiction other than the United Kingdom, the United States or Bermuda should inform themselves of, and observe, any applicable legal or regulatory requirements. In particular, the ability of persons who are not resident in the United Kingdom, the United States or Bermuda to vote their Gates Shares with respect to the Scheme at the Meetings, or to appoint another person as proxy to vote at the Meetings on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Scheme disclaim any responsibility or liability for the violation of such restrictions by any person. This Document has been prepared for the purposes of complying with English law, the proxy solicitation rules under the U.S. Exchange Act and the listing standards of the NYSE, and the information disclosed herein may not be the same as that which would have been disclosed if this Document had been prepared in accordance with the laws and regulations of other jurisdictions.

Unless otherwise determined by Gates Industrial Corporation and permitted by applicable laws and regulations, this Document will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction or any other jurisdiction where to do so would violate the laws of that jurisdiction, and no person may vote in favor of the Scheme or the matters presented at the General Meeting by any use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this Document will not be and must not be mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction or any jurisdiction where to do so would violate the laws of that jurisdiction, and persons receiving this Document (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in, into or from any Restricted Jurisdiction or any jurisdiction where to do so would violate the laws of that jurisdiction.

In connection with the Scheme, if, in respect of any Scheme Shareholder who the Company or New Gates reasonably believes is (or is holding some or all of its Scheme Shares on behalf of, or for the benefit of, a person(s) who is) a citizen, resident or national of any jurisdiction outside the United Kingdom, the United States or Bermuda, the Company or New Gates is advised that the allotment and issue of New Gates Shares pursuant to the Scheme would, or might, infringe the laws of any jurisdiction outside the United Kingdom, the United States, or Bermuda or would, or might, require the Company or New Gates to observe any governmental or other consent or effect any registration, filing or other formality with which, in the opinion of the Company or New Gates, it would be unable to comply or compliance with which it regards as unduly onerous (for example, sanctions or securities laws), then: (a) the Company may, subject to the amendment of the Articles pursuant to the Articles Amendment Resolution (unless such Scheme Shareholder satisfies the Company that no such violation or requirement would apply), in its sole discretion, appoint any person to execute as transferor an instrument of transfer transferring, prior to the Scheme Record Time, some or all of the Scheme Shares held by such Scheme Shareholder to a nominee to hold such Scheme Shares in trust for that Scheme Shareholder, on terms that the nominee shall sell the New Gates Shares that it receives pursuant to the Scheme in respect of such Scheme Shares as soon as practicable following the Effective Date, or (b) New Gates may, in its sole discretion, determine that some or all of the New Gates Shares that would otherwise be allotted and issued to such Scheme Shareholder pursuant to the Scheme shall instead be allotted and issued to a nominee appointed by New Gates as trustee for such Scheme Shareholder, on terms that they shall, as soon as practicable following the Effective Date, be sold on behalf of such Scheme Shareholder at the best price which can reasonably be obtained and the net proceeds of such sale (after the deduction of all expenses and commissions incurred in connection with such sale, including any taxes or duties payable) shall, to the extent permitted by applicable law, be paid to such Scheme Shareholder in accordance with the provisions of Clause 4 of the Scheme. In the absence of bad faith or willful default, none of the Company, New Gates, the nominee and any broker or agent of any of them shall have any liability for any loss or damage arising as a result of the timing or terms of any such sale. Each of the current Shareholders of record and, based on the results of a broker search conducted as at April 15, 2026, at least 99% of the beneficial owners of Gates Shares, were located in the U.S. or other countries where we have been advised that there are applicable exemptions to local securities laws. As a result, the Board would expect these provisions to be used only in a small number of cases, if at all.

THIS DOCUMENT DOES NOT CONSTITUTE, AND MAY NOT BE USED FOR THE PURPOSES OF, AN OFFER TO SELL OR AN INVITATION OR THE SOLICITATION OF AN OFFER TO SUBSCRIBE FOR OR BUY ANY NEW GATES SHARES BY ANY PERSON IN ANY RESTRICTED JURISDICTION. NO ACTION HAS BEEN OR WILL BE TAKEN IN ANY JURISDICTION BY

ANY SUCH PERSON THAT WOULD PERMIT A PUBLIC OFFERING OF NEW GATES SHARES IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED, NOR HAS ANY SUCH ACTION BEEN TAKEN WITH RESPECT TO THE POSSESSION OR DISTRIBUTION OF THIS DOCUMENT OTHER THAN IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED. NONE OF GATES, NEW GATES OR THEIR RESPECTIVE ASSOCIATES, DIRECTORS, OFFICERS, AGENTS OR ADVISORS ACCEPTS ANY RESPONSIBILITY FOR ANY VIOLATION OF ANY OF THESE RESTRICTIONS BY ANY OTHER PERSON.

The availability of New Gates Shares under the Scheme to Gates Shareholders who are (or are holding some or all of their Gates Shares on behalf of, or for the benefit of, a person(s) who is) not resident in the United Kingdom, the United States or Bermuda may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom, the United States or Bermuda should inform themselves of, and observe, any applicable legal or regulatory requirements.

Shareholders in the United States and Sales of New Gates Shares in the United States

The cancellation of the Scheme Shares and the allotment and issue of the New Gates Shares relate to shares of a company incorporated in England and Wales and a Bermuda company, respectively, and are proposed to be effected by means of a scheme of arrangement under Part 26 of the Companies Act.

The issuance of the New Gates Shares to Gates Shareholders in connection with the Redomiciliation will not be registered under the U.S. Securities Act or under the securities laws of any state or other jurisdiction of the United States. Section 3(a)(10) of the U.S. Securities Act provides an exemption for securities issued in exchange for one or more outstanding securities from the general requirement of registration where, among other things, the terms and conditions of such issuance and exchange have been approved by a court of competent jurisdiction after a hearing upon the fairness of the terms and conditions thereof at which all persons to whom such securities will be issued have a right to appear and to whom adequate notice of the hearing has been given. Gates Industrial Corporation will advise the Court that its sanctioning of the Scheme at the Court Hearing will be relied upon by Gates Industrial Corporation as a court approval for the purpose of qualifying for the exemption from the registration requirements of the U.S. Securities Act described above. In determining whether it is appropriate to sanction the Scheme, the Court will consider at the Court Hearing whether the terms and conditions of the Scheme are fair to Gates Shareholders. The Court will fix the date and time for the Court Hearing, which will be held as soon as reasonably practicable after the satisfaction (or, if applicable, waiver) of the Conditions (other than any Conditions which are capable of being satisfied only upon or following the Scheme being sanctioned). The New Gates Shares issued to Gates Shareholders in connection with the Redomiciliation will be freely transferable, except for certain restrictions, as follows:

•persons who were at the Effective Date, or were within 90 days prior to the Effective Date, “affiliates” of Gates Industrial Corporation under the U.S. Securities Act will be permitted to sell New Gates Shares received pursuant to the Redomiciliation in the manner permitted by Rule 144 under the U.S. Securities Act;

•persons whose Gates Shares bear one or more legends restricting transfer will receive New Gates Shares that are subject to the same restrictions; and

•in computing the holding period of their New Gates Shares for the purposes of Rule 144(d) under the U.S. Securities Act, New Gates Shareholders should be permitted to “tack” the holding period of their Gates Shares held prior to the Effective Date.

Persons who may be deemed to be affiliates of Gates Industrial Corporation and/or New Gates for these purposes generally include individuals or entities that control, are controlled by or are under common control with, Gates Industrial Corporation and/or New Gates and generally would not be expected to include Shareholders who are not executive officers, directors or significant Shareholders.

We have not filed a registration statement with the SEC covering any resales of the New Gates Shares to be received by Gates Shareholders pursuant to the Redomiciliation. New Gates intends to file certain post-effective amendments to Gates Industrial Corporation’s existing effective registration statements concurrently with the completion of the Redomiciliation to continue such registrations under New Gates.

Upon the consummation of the Redomiciliation, the New Gates Shares will be deemed to be registered under Section 12(b) of the U.S. Exchange Act, by virtue of Rule 12g-3 thereunder, without the filing of any U.S. Exchange Act registration statement.

Shareholders in Hong Kong

The contents of this Document have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to the offer. If you are in any doubt about any of the contents of this Document, you should obtain independent professional advice.

17. Action to be Taken

ALL GATES SHAREHOLDERS ARE INVITED TO ATTEND THE MEETINGS. IT IS IMPORTANT THAT, FOR THE COURT MEETING IN PARTICULAR, AS MANY VOTES AS POSSIBLE ARE CAST SO THAT THE COURT CAN BE SATISFIED THAT THERE IS A FAIR AND REASONABLE REPRESENTATION OF SHAREHOLDER VIEWS. EVERY VOTE IS IMPORTANT, REGARDLESS OF THE NUMBER OF GATES SHARES YOU OWN, AND WHETHER YOU HOLD THOSE GATES SHARES DIRECTLY (I.E., AS A SHAREHOLDER OF RECORD) OR AS A BENEFICIAL OWNER WHOSE GATES SHARES ARE HELD IN THE NAME OF A BANK, BROKER OR OTHER NOMINEE WITHIN THE FACILITIES OF DTC. TO MAKE SURE YOUR GATES SHARES ARE REPRESENTED AT THE MEETINGS, PLEASE SUBMIT YOUR PROXY, OR YOUR VOTING INSTRUCTIONS TO YOUR BANK, BROKER OR OTHER NOMINEE AS SOON AS POSSIBLE, WHETHER OR NOT YOU PLAN TO ATTEND THE MEETINGS.

If you are a Shareholder of record, you may submit your proxy either through the internet or by signing, dating and returning the applicable Proxy Card(s) enclosed or provided under separate cover in the envelope(s) provided.

If you are a beneficial owner of the Gates Shares, you have the right to direct your bank, broker or other nominee on how to vote your Gates Shares or to be appointed as a proxy to attend and vote virtually at the Meetings. You are encouraged to exercise these rights. You must provide voting instructions to your bank, broker or other nominee by the deadline provided in the materials you receive from your bank, broker or other nominee to ensure your Gates Shares are voted in the way you would like at the meeting. Your bank, broker or other nominee will send you specific instructions in this regard to instruct the votes attaching to your Gates Shares. Your bank, broker or other nominee may also appoint you as a proxy to attend and vote virtually at the Meetings.

If you have any questions or need assistance voting your shares, please contact the proxy solicitor by calling (877) 456-3510 (toll-free within the U.S. and Canada) or +1 (412) 232-3651 (from other locations). Brokers and banks may call (212) 750-5833.

18. Impact of the Scheme on the Outstanding Debt Securities and Existing Bank Credit Facilities of Gates Industrial Corporation

The outstanding debt securities and existing bank credit facilities of Gates Industrial Corporation will remain in place following the Effective Date. Gates Industrial Corporation is not a borrower or guarantor under any of these debt securities or credit facilities, and immediately following the Redomiciliation, New Gates will not be a guarantor or an additional borrower under these facilities.

19. Accounting Treatment of the Scheme

Historical cost basis accounting, rather than acquisition method accounting, will be applied to the Scheme under U.S. GAAP. Given that, for accounting purposes, there will be no change in control and the Shareholders will be in the same economic position immediately before and after the Redomiciliation, and because the Redomiciliation will be accounted for as an internal reorganization of entities under common control, there will be no revaluation of Gates Industrial Corporation’s assets and liabilities.

20. Further Information

Your attention is drawn to the letter from Ivo Jurek, Chief Executive Officer, which appears earlier in this Document and forms part of this Explanatory Statement. The letter contains, among other things: (a) information on the background to and reasons for the Redomiciliation, and (b) the actions to be taken by you, including how to make sure your vote is counted at the Meetings.

The full text of the Scheme is set out in “Part III The Scheme of Arrangement” beginning on page 54 of this Document. Your attention is also drawn to the further information included in this Document and, in particular, to the Conditions to the Scheme (which is set out in “Part II Conditions To and Further Terms of the Scheme”), the additional information set out in “Part V Additional Information” beginning on page 67 of this Document and the notices of the Meetings set out in “Part VI Notice of the Court Meeting” beginning on page 93 of this Document and “Part VII Notice of the General Meeting of Gates Industrial Corporation plc” beginning on page 96 of this Document which provide further details concerning the Scheme.

You are advised to read the whole of this Document and the accompanying Forms of Proxy and not just rely on the summary information contained in Explanatory Statement.