Samsonite Group S.A. — Governance Information 2022

Nov 28, 2022

SAMSONITE INTERNATIONAL S.A.
Société anonyme
Registered office: 13-15, Avenue de la Liberté, L-1931 Luxembourg
R.C.S. Luxembourg: B 159.469
(the "Company")

REPORT OF THE BOARD OF DIRECTORS TO THE GENERAL SHAREHOLDERS' MEETING TO BE HELD ON DECEMBER 21, 2022

November 29, 2022

Dear Shareholders,

During the meeting of the board of directors of the Company (the "Board") held on June 2, 2022, Mr. Kyle Francis Gendreau declared his pecuniary personal interests in the decision made by the Board to increase in one or several sequences, upon exercise of the share options granted on May 26, 2022 pursuant to the share award scheme adopted by the shareholders of the Company on September 14, 2012 (as amended from time to time), the share capital of the Company, within the limits of the authorized capital of the Company pursuant to article 4.2 of the articles of association of the Company, by an amount of up to USD143,691.44 through the issue of up to 14,369,144 new shares having a nominal value of USD0.01 each and having the same rights and obligations as the existing shares (the "New Shares"), without reserving a preferential subscription right to the existing shareholders of the Company.

Due to the fact that New Shares may be issued upon the exercise of options that were granted to Mr. Kyle Francis Gendreau on May 26, 2022, he declared during the meeting of the Board held on June 2, 2022 his personal interests in the above.

As a consequence, pursuant to Article 10.9 of the articles of association of the Company and Article 441-7 of the Luxembourg law of August 10, 1915 on commercial companies, as amended from time to time, the Board has taken note in the minutes of the meeting of the Board dated June 2, 2022 of such conflict of interest.

The Board draws your attention to this and reports that such conflict has arisen. The Board, without Mr. Kyle Francis Gendreau deliberating or voting on those matters, has approved in the minutes of the meeting of the Board held on June 2, 2022, among others, the above described matters.

During the same Board meeting, Mr. Timothy Charles Parker declared his personal interest in the decision of his re-appointment as Chairman of the Board.

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As a consequence, pursuant to Article 10.9 of the articles of association of the Company and Article 441-7 of the Luxembourg law of August 10, 1915 on commercial companies, as amended from time to time, the Board has taken note in the minutes of the meeting of the Board dated June 2, 2022 of such conflict of interest.

The Board draws your attention to this and reports that such conflict has arisen. The Board, without Mr. Timothy Charles Parker deliberating or voting on those matters, has approved in the minutes of the meeting of the Board held on June 2, 2022, among others, the above described matters.

By: Timothy Charles Parker
Capacity: Director and Chairman

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