Samsonite Group S.A. — Board/Management Information 2014

Aug 27, 2014

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

RE-DESIGNATION OF DIRECTOR AND APPOINTMENT OF CHIEF EXECUTIVE OFFICER

The board of directors (the "Board") of Samsonite International S.A. (the "Company") hereby announces that with effect from October 1, 2014:

1. Mr. Timothy Charles Parker ("Mr. Parker"), an Executive Director of the Company and the Chief Executive Officer of the Company, will step down from his role as Chief Executive Officer of the Company and will be re-designated as a Non-Executive Director. Mr. Parker will continue to serve as the Chairman of the Board of the Company. As Non-Executive Chairman, Mr. Parker will continue to lead the Board and will continue to be responsible for ensuring that the Board functions effectively and acts in the best interests of the Company. Mr. Parker is stepping down as Chief Executive Officer in order to spend more time on his other interests and endeavors. In addition, by separating the roles of Chairman and Chief Executive Officer the Company will be in compliance with provision A.2.1 of the Corporate Governance Code contained in Appendix 14 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the Listing Rules).
2. Mr. Ramesh Dungarmal Tainwala ("Mr. Tainwala"), an Executive Director and the Chief Operating Officer of the Company, will be appointed as Chief Executive Officer of the Company. As Chief Executive Officer, Mr. Tainwala will be responsible for the overall strategic planning and management of the Company.

Biographical information of Mr. Parker

Mr. Parker, aged 59, has served as Chairman of the Company since its incorporation on March 8, 2011. He has served as the Chief Executive Officer of the Company since January 2009 and will continue to serve in that capacity through September 30, 2014. Mr. Parker served as Non-Executive Chairman of the consolidated group from November 2008 until January 2009, and as Executive Chairman of the consolidated group since January 2009. Mr. Parker has a long history of managing large businesses. Prior to joining the Company he was chief executive of: The Automobile Association (2004 to 2007), the car-repair firm Kwik-Fit (2002 to 2004), Clarks, the shoemaker (1997 to 2002) and Kenwood Appliances (1989 to 1995). Mr. Parker

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currently holds a non-executive directorship with, and is the chairman of, Autobar Group, a non-executive directorship with Archive Investments and is an advisor to certain investment funds managed by CVC Capital Partners Limited (“CVC”). Since January 2014 Mr. Parker has been chairman of the Commercial Advisory Panel of the National Trust, a U.K. charitable organization, and he has been appointed as Chairman of the National Trust effective November 8, 2014. Mr. Parker has previously held non-executive directorships with Alliance Boots, Compass and Legal and General. He has also previously advised ministers and senior civil servants on nationalized industry policy in his capacity as an economist at the British Treasury (1977 to 1979).

Mr. Parker holds a MA in Philosophy, Politics and Economics from the University of Oxford, Oxford, the United Kingdom (1977) and a Master’s in Business Studies from London Graduate School of Business Studies, London, the United Kingdom (1981).

Mr. Parker will enter into an appointment letter as Non-Executive Director that will be able to be terminated by the Company at any time. He is subject to retirement by rotation and re-election in accordance with the Listing Rules and the Articles of Incorporation of the Company. Mr. Parker will be entitled to receive remuneration in his capacity as Non-Executive Chairman of the Board of the Company. The particulars of such remuneration will be determined by the Remuneration Committee of the Board on or before October 1, 2014, and will be subject to shareholder approval at the Company’s Annual General Meeting.

Mr. Parker has personal interest in 60,475,844 shares or underlying shares in the Company, including deemed interest in 28,142,740 shares held by his spouse, Ms. Therese Charlotte Christiaan Marie Parker and share options exercisable for 4,190,364 shares that were granted to Mr. Parker under the Company’s Share Award Scheme within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong). He does not have any relationship with any directors or senior management or any of the present substantial shareholders or controlling shareholders of the Company. As noted above, Mr. Parker is an advisor to certain investment funds managed by CVC, however CVC ceased to be a substantial shareholder and connected person of the Company in January 2013 and ceased to be a shareholder of the Company in March 2013.

Save as disclosed above, there is no other information which is discloseable pursuant to any of the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and there are no other matters relating to the re-designation of Mr. Parker that need to be brought to the attention of the shareholders of the Company.

Biographical information of Mr. Tainwala

Mr. Tainwala, aged 54, has served as an Executive Director of the Company since February 2011. He has served as the Company’s Chief Operating Officer since March 18, 2014 and will continue to serve in that capacity through September 30, 2014. In his role as Chief Operating Officer, Mr. Tainwala’s principal responsibility is to manage the Group’s day-to-day operations. He is also directly involved in the Group’s business in China, the Philippines and Australia. Prior to his appointment as Chief Operating Officer, Mr. Tainwala served as the Company’s President for Asia-Pacific and the Middle East. Mr. Tainwala has been the General Manager of the Group’s Middle Eastern operation since January 2007 and has been the Chief Operating Officer of the Group’s Indian operation since June 2000. Prior to joining the Company in November 1995, Mr. Tainwala worked in the plastic processing and consumer goods industries including with

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Tainwala Chemicals & Plastics (India) Limited with which he was associated from 1985 to 2008. Mr. Tainwala was an entrepreneur in the plastic processing and consumer goods industries.

Mr. Tainwala holds a Master’s degree in Management Studies from the Birla Institute of Technology and Science, Pilani, India (1982).

Mr. Tainwala has entered into an appointment letter as an Executive Director that may be terminated by the Company at any time. As an Executive Director he is subject to retirement by rotation and re-election in accordance with the Listing Rules and the Articles of Incorporation of the Company. Mr. Tainwala is not entitled to receive remuneration in his capacity as an Executive Director of the Company. The particulars of his remuneration in his capacity as Chief Executive Officer will be determined by the Remuneration Committee of the Board on or before October 1, 2014.

Mr. Tainwala has personal interest in 11,673,275 shares or underlying shares in the Company, including share options exercisable for 1,481,241 shares that were granted to Mr. Tainwala under the Company’s Share Award Scheme as well as 4,552,020 and 8 underlying shares in the capital of Samsonite South Asia Private Limited and Samsonite Middle East FZCO respectively, both of which are associated corporations of the Company, within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong). Mr. Tainwala does not have any relationship with any directors or senior management or any of the present substantial shareholders or controlling shareholders of the Company.

Save as disclosed above, there is no other information which is discloseable pursuant to any of the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and there are no other matters relating to the appointment of Mr. Tainwala that need to be brought to the attention of the shareholders of the Company.

By Order of the Board
SAMSONITE INTERNATIONAL S.A.
John B. Livingston
Joint Company Secretary

USA, August 27, 2014

As of the date of this announcement, the Executive Directors are Timothy Charles Parker, Ramesh Dungarmal Tainwala, Kyle Francis Gendreau and Tom Korbas, and the Independent Non-Executive Directors are Paul Kenneth Etchells, Miguel Kai Kwun Ko, Ying Yeh, Keith Hamill and Bruce Hardy McLain (Hardy),