Gates Industrial Corporation plc

Item 1A: Risk Factors

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Item 1A. Risk Factors in Part II of the Companys annual report, which could materially affect the Companys business, financial condition, operating results or liquidity or future results. The risks described in the annual report are not the only risks facing the Company. Additional risks and uncertainties not currently known to tQuarterly Report on Form 10-Q for the Company or that it currently deems to be immaterial also may materially adversely affect its results of operations, financial condition or liquidity. Other than the risk factors set forth below, there have been no material changes to the risk factors disclosed in the annual report.

U.S. policies, actions, or legislation could have a material adverse impact on our and our business partners operations and financial results.

Although we have global operations, our corporate headquarters and a significant portion of our facilities and workforce are located in the U.S. Approximately 37% of our Fiscal period ended March 29, 2024 revenues were generated from customers in the U.S. Accordingly, our business 5, and results of operations, as well as the business and results of operations of many of our vendors and customers, are subject to rin Item 1A Risks associated with U.S. government policies, actions, and legislation, including risks related to:

the imposition o Factors in Part I of tariffs and other trade restrictions or embargoes and uncertainty related thereto, including inflationary pressures;

economic and political instability related to U.S. relationships with its key trading partners;

withdrawal of or changes in federal funding and supphe Companys annual report of organizations and programs that affect companies operating in the U.S. and their workforces, including those related to cyber security; and

other changes to U.S. policies that may have a negative impact on us.

The likelihood and duration of such occurrences and their potent, which could material effect on us, our vendors and customers, are unpredictable and our efforts to minimize or eliminate the effects of ly affect these occurrences may not be successful. While we have taken measures to help mitigate the impact of recently enacted U.S. tariffs and retaliatory tariffs, such as price increases and adjustments to our supply chain and operations, recent tariff policies have been volatile, making it difficult for us and our vendors to predict or act to mitigate negative impacts of the tariffs. If we are unable to recoup cost increases through price increases on a timely basis or at all, or are unable to offset these cost increases through other means Companys business, financial condition, our operating margins and rresults of operations may be materially adversely affected. Moreover, we may be impacted by tariffs to a greater degree than our competitors who operate in countries that are not subject to tariffs or are subject to lesser tariffs, placing us at a disadvantage. The duration of the tariffs and the extent to which additional tariffs will be enacted remain uncertain. Uncertainty with respect to tariffs and other trade measr liquidity or futures has led to, and may continue to lead to, volatility in the global financial markets, which could negatively impact demand for our product results. Certain of theseThe risks may be exacerbated if key trading partners coordinate retaliatory efforts against the U.S.

We are subject to economic, political and other risks associated with international operations that could adversely affect our business and our strategy to capitalize on our global reach.

A substantial portion of our operations adescribed in these filings are conducted and located outside tnot the U.S. For Fiscal 2024, approximately 63% of our net sales originated from outside of the U.S. We have manufacturing, sales and service only risks facilities spanning six continents and sell to customers in over 130 countries. Moreover, a significant amount of our manufacturing functions and sources of raw materials and components are from emerging markets such as China, India and Eastern Europeng the Company. Accordingly, our business and results of operatdditions, as well as the businesal risks and results of operations of our vendors and customers, are subject to risks associated with doing business internationally, including:

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changing uncertaintieconomic conditions in the global and regional end markets we serve, which could impact the level of demand for our products, as a portion of our revenues are derived from customers in cyclical industries that typically are adversely affected by ds not currently knownward economic cycles;

macroeconomic factors beyond  to the Companys control, such as recent significant volatility around inflation, material and logistics availability, supply chain and labor challenges;

political, social or economic instability, civil unrest, terrorist attacks, conflicts or war (such as the ongoing conflicts in Eastern Europe and the Middle East), public health crises (including pandemics), natural disasters (including as a result of climate change), widespread cybersecurity incidents, and other catastrophic events may disrupt economic activities (including demand for and production and distribution of our products) and our workforce in affected countries or globally;

trade wars and the imposition of additional sanctions, tariffs or other trade restrictions or embargoes, as well as import and export licensing and control requirements;

volatility of global financial markets, including interest rate fluctuations and hyperinflation or deflation in the countries in which we operate;

exchange rate fluctuations, as well as currency restructurings, the imposition of currency restrictions, and limitations on repatriation of earnings, that could affect our ability to realize a profit or our ability to readily access global cash balances;

partial or total expropriation by local, state or national governments;

compliance with or effect of complying with complex and changing laws, regul or that it currently deems to be immaterial also may materially adversely affect its results of operations and policies of foreign governments, including differing and, in some cases, more stringent labor, sustainability, environmental, social, and governance (ESG) and HSE-related regulations as well as limitat, financial conditions on our ability to enforce our legal rights and remedies;

differing local product preferences and product re or liquirements; and

difficulties involved in staffing and managing widespread operations, including challenges in enforcing corporate policies, which may be different than the normal business practices of local cultures.

dity. The likelihood of such occurrences and their potential effect on us vary from country to country and are unpredictable. Certain regions, including Latin America, Asia, Easre have been no matern Europe, the Middle East and Africa, can be economically and politically volatile and as a result, our operations in ial changes to these regions could be subject to significant or frequent fluctuations in sales and operating income. Because a significant percentage of our operating income in recent years has come from these regions, adverse fluctuations in  risk factors disclosed in the operating results in these regions could have a material adverse impact on our resulreports of operations in future periods. While we have adopted certain operational and financial measures to reduce the risks associated with doing business internationally, such measures may not be successful andescribed any one of the risks listed above may have a material adverse effect on our financial condition and results of operations.