{"url_path":"/sec/gtes/8-k/2026-06-25/item-5-07","section_key":"item-5-07","section_title":"Item 5.07 Submission of Matters to a Vote of Security Holders.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-25","source_url":"https://www.sec.gov/Archives/edgar/data/1718512/0001628280-26-045597-index.html","accession_number":"0001628280-26-045597","cik":"0001718512","ticker":"GTES","issuer_name":"Gates Industrial Corp Ltd.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1718512/0001628280-26-045597-index.html","primary_entity_key":"0001718512","primary_entity_name":"Gates Industrial Corp plc"},"word_count":697,"has_tables":true,"body_markdown":"Item 5.07    Submission of Matters to a Vote of Security Holders.\n\nAs previously announced, Gates Industrial Corporation plc (“Gates” or the “Company”) is proposing to change the Company’s jurisdiction of incorporation from England and Wales to Bermuda (the “Redomiciliation”). The Redomiciliation requires shareholder approval, which was obtained on June 25, 2026, as described in further detail below. In addition, under the laws of England and Wales, the Redomiciliation remains subject to certain conditions including the sanction (i.e., approval) at a hearing of the High Court of Justice of England and Wales (the “Court”), as described in more detail in the Company’s definitive proxy statement dated May 27, 2026 (the “Proxy Statement”). Each capitalized term used and not otherwise defined herein has the meaning ascribed to such term in the Proxy Statement.\n\nOn June 25, 2026, Gates held two shareholder meetings: (i) a meeting (the “Court Meeting”) convened by the Court; and (ii) a related general meeting of Gates Shareholders (the “General Meeting” and, together with the Court Meeting, the “Meetings”). At the Meetings, Gates Shareholders approved, among other matters, the scheme of arrangement (the “Scheme”) to effect the Company’s Redomiciliation which will result in the issuance of common shares (the “New Gates Shares”) of Gates Industrial Corporation Ltd. (“New Gates”) to existing Gates Shareholders on a one-for-one basis.\n\nThe Scheme, the Redomiciliation, the proposed issuance of New Gates Shares and the proposals voted on at the Meetings are described in more detail in the Proxy Statement. Specific details regarding the results of the Meetings are set forth below.\n\nCourt Meeting\n\nAt the Court Meeting, one matter was considered and voted on:\n\n1.Approval of the Scheme (the “Court Meeting Resolution”).\n\nThe Court Meeting Resolution required the affirmative vote of a majority in number of the 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. The Court Meeting Resolution was duly passed at the Court Meeting.\n\nApproximately 91.90% of the Gates Shares entitled to vote at the Court Meeting were present either in person or by proxy.\n\nBoth of the Scheme Shareholders voted (or are deemed to have voted) in favor of the Court Meeting Resolution. The final number of votes cast for and against the Court Meeting Resolution were as follows:\n\nForAgainst\n\n1.Court Meeting Resolution:\n 232,587,896 914,464\n\nGeneral Meeting\n\nAt the General Meeting, four resolutions were considered and voted on:\n\n1.Approval of the Scheme and giving the Board the authority to carry out the procedural actions necessary to implement the Scheme (the “Scheme Proposal”).\n\n2.Authorization of the reduction of the Company’s share capital associated with the cancellation and extinguishment of the Scheme Shares (the “Reduction of Capital Proposal”).\n\n3.Approval of 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 (the “New Share Issuance Proposal”).\n\n4.Approval of an amendment to 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 (the “Articles Amendment Proposal”).\n\nEach of the resolutions relating to the Scheme Proposal, the Reduction of Capital Proposal, the New Share Issuance Proposal and the Articles Amendment Proposal (collectively, the “Scheme Resolutions”) required the affirmative vote of at least 75% of the votes cast by Gates Shareholders of record in person or by proxy at the General Meeting. Each of the Scheme Resolutions were duly passed at the General Meeting.\n\nApproximately 91.55% of the Gates Shares entitled to vote at the General Meeting were present either in person or by proxy. The final number of votes cast for and against, and the final number of abstention votes, with respect to each matter voted upon by the Gates Shareholders at the General Meeting were as follows:\n\nForAgainstAbstain\n\n1. Scheme Proposal: 231,699,745 885,509 27,266\n\n2. Reduction of Capital Proposal: 231,691,572 890,428 30,520\n\n3. New Share Issuance Proposal: 231,662,636 899,151 50,733\n\n4. Articles Amendment Proposal: 231,674,594 888,078 49,848"}