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Samsonite Group S.A. Governance Information 2023

Apr 20, 2023

50259_rns_2023-04-20_6b0d3bfe-6ca4-42e3-9b92-bd5ece525ac2.pdf

Governance Information

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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 JUNE 1, 2023

March 15, 2023

Dear Shareholders,

During the meeting of the board of directors of the Company (the "Board") held on November 23, 2022, Mr. Kyle Francis Gendreau declared his pecuniary personal interest in the decision made by the Board to certain modifications to the Share Ownership Guidelines that apply to him and certain other members of the Company's senior management team.

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 November 23, 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 such matter, has approved in the minutes of the meeting of the Board held on November 23, 2022, among others, the above-described matter.

During the meeting of the Board held on March 15, 2023, Mr. Kyle Francis Gendreau declared his pecuniary personal interests in the proposal to be made to the Shareholders at the annual general shareholders meeting of the Company to be held on June 1, 2023, to grant him awards of RSUs pursuant to the 2022 Share Award Scheme adopted by the Shareholders on December 21, 2022.

Due to the fact that New Shares may be issued upon the vesting of RSUs that may be granted to Mr. Kyle Francis Gendreau, he declared during the meeting of the Board held on March 15, 2023, 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 March 15, 2023 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 such matter, has approved in the minutes of the meeting of the Board held on March 15, 2023, among others, the above described matter.

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By: Timothy Charles Parker
Capacity: Director and Chairman