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

Jun 5, 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.

SAMSONITE INTERNATIONAL S.A.

新秀麗國際有限公司

13-15 Avenue de la Liberté, L-1931 Luxembourg

R.C.S. LUXEMBOURG: B 159469

(Incorporated in Luxembourg with limited liability)

(Stock code: 1910)

REDESIGNATION OF DIRECTORS

The Board announces that Keith Hamill and Hardy McLain have been redesignated from non-executive directors of the Company to independent non-executive directors of the Company with effect from June 5, 2014.

The board of directors (the "Board") of Samsonite International S.A. (the "Company") announces that Keith Hamill ("Mr. Hamill") and Bruce Hardy McLain ("Mr. McLain") have been redesignated from non-executive directors of the Company to independent non-executive directors of the Company with effect from June 5, 2014.

Reasons for the redesignation of Mr. Hamill and Mr. McLain as independent non-executive directors

In relation to Mr. Hamill, he was designated a non-executive director and not an independent non-executive director at the time of his appointment to the Board as he was initially appointed by The Royal Bank of Scotland plc ("RBS"). RBS ceased to be a substantial shareholder and connected person of the Company in September 2012 and ceased to be a shareholder of the Company in March 2013. Since the Company's listing, Mr. Hamill has not had and does not presently have any relationship with RBS and he fulfills all of the indicative criteria of independence set out in Rule 3.13 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules").

In relation to Mr. McLain, he was designated a non-executive director and not an independent non-executive director at the time of his appointment to the Board as he had been a member of the board of directors of CVC Capital Partners ("CVC") and a managing director of CVC since 1993. 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. Mr. McLain retired from CVC and ceased to have any involvement in the day-to-day operations of CVC in December 2012 and he fulfills all of the indicative criteria of independence set out in Rule 3.13 of the Listing Rules.

For the reasons set out above, Mr. Hamill and Mr. McLain are being redesignated as independent non-executive directors of the Company and both the Board and the Nomination Committee of the Company have confirmed that they believe Mr. Hamill and Mr. McLain are independent of the Company.

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Biographical information of Mr. Hamill

Mr. Keith Hamill, aged 61, has served as a Non-Executive Director since October 2009. He was initially appointed by RBS in 2009. Mr. Hamill has extensive experience as both an executive and non-executive director of major international corporations. He is currently the chairman of Horsforth Holdings Ltd., a privately held UK investment holding company for a number of leisure businesses (since December 2011), Avant Homes Limited, a privately held UK construction business (formerly known as Gladedale Limited) (since February 2013) and Bagir Group Ltd., an apparel company listed on the AIM market operated by the London Stock Exchange, which supplies private label suits for retailers (since April 2014). He is also currently an independent non-executive director on the board of a number of other companies including easyJet plc (since 2009) and Max Property Group plc (since 2010), both of which are listed on the London Stock Exchange. Mr. Hamill's prior experience also includes being chairman of inter-dealer broker Tullett Prebon plc (2006 to 2013), stockbroker Collins Stewart plc (2000 to 2006) and software developer Alterian plc (2000 to 2011), all of which were listed on the London Stock Exchange, and chairman of Endell Group Holdings Limited (parent company of Travelodge Hotels Limited) (2003 to 2012), and insurance broker Heath Lambert Limited (2009 to 2011) and HGL Holdings Limited (2005 to 2011). He was also previously a non-executive director of the distribution business Electrocopments plc (1999 to 2008), which was listed on the London Stock Exchange, and publisher and printer Cadmus Communications Inc. (2002 to 2007), which was listed on NASDAQ. He was chief financial officer of Forte plc (1993 to 1996), WH Smith plc (1996 to 2000) and the company which was then named United Distillers International Limited (1990 to 1993), and a director of financial control at Guinness plc (1998 to 1991). Mr. Hamill was also a partner at PricewaterhouseCoopers (1986 to 1988).

Mr. Hamill holds a BA in Politics from the University of Nottingham, Nottingham, the United Kingdom (1974), is a Fellow of the Institute of Chartered Accountants, England and Wales and was previously Chairman of the Board of the University of Nottingham.

On June 5, 2014 Mr. Hamill entered into a renewed appointment letter with the Company for a term of three years, which can be terminated by the Company at any time without any obligation to pay any fees in respect of any unexpired portion of the term. 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. Hamill is entitled to receive a director's fee of US$100,000 per annum.

Mr. Hamill has an interest in 193,745 shares of the Company pursuant to 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 substantial shareholders or controlling shareholders of the Company except that he was initially appointed as a director in 2009 by RBS, which ceased to be a substantial shareholder and connected person of the Company in September 2012 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 appointment of Mr. Hamill that need to be brought to the attention of the shareholders of the Company.

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Biographical information of Mr. McLain

Mr. McLain, aged 61, has served as a Non-Executive Director of the Company since May 26, 2011. He has served as a non-executive director of the consolidated group since October 2007. Mr. McLain is a co-founder, and serves on the board, of CVC (formerly a subsidiary of Citigroup known as Citicorp Venture Capital), from which he retired as a managing partner in December 2012. Mr. McLain joined Citicorp Venture Capital in 1988, and in 1993 participated along with fellow managers in the acquisition of Citicorp Venture Capital from Citigroup and the founding of CVC. Since founding CVC he has been involved in and held a number of directorships including within the Dorna Sports Group (1998 to 2006), Rapala VMC OYJ (1998 to 2005), Punch Taverns Plc (formerly known as Punch Group Limited) (1999 to 2002), Spirit Group Holdings Limited (formerly known as Spirit Amber Holdings) (2003 to 2006), and Kappa Holding BV (1998 to 2000). He is currently a director of Formula One, the Haymon Sports LLC and the Lecta Group. Prior to joining Citicorp Development Capital, Mr. McLain worked for Citicorp's investment management (1986 to 1987) and mezzanine finance (1987 to 1988) groups.

Mr. McLain holds a BA in Public Policy and Psychology from Duke University, Durham, North Carolina, USA, where he graduated in 1976, and an MBA in Finance and Marketing from UCLA, Los Angeles, California, USA (1981). He serves on the Board of Visitors for both the Sanford School of Public Policy at Duke University and the UCLA Anderson School of Management.

On June 5, 2014 Mr. McLain entered into a renewed appointment letter with the Company for a term of three years, which can be terminated by the Company at any time without any obligation to pay any fees in respect of any unexpired portion of the term. 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. McLain is entitled to receive a director's fee of US$100,000 per annum.

Mr. McLain has an interest in 500,000 shares of the Company pursuant to 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 substantial shareholders or controlling shareholders of the Company except that he is a co-founder and serves on the board of CVC, from which he retired as managing partner in December 2002. 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 appointment of Mr. McLain 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

Luxembourg, June 5, 2014

As of the date of this announcement, the Executive Directors are Timothy Charles Parker, Kyle Francis Gendreau, Ramesh Dungarmal Tainwala 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).