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Samsonite Group S.A. Governance Information 2024

Dec 23, 2024

50259_rns_2024-12-23_e7346989-d9d2-420f-b411-57919c4e1d1b.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 JANUARY 23, 2025

December 24, 2024

Dear Shareholders,

During the meeting of the board of directors of the Company (the "Board") held on September 19, 2024, Mr. Kyle Francis Gendreau declared his pecuniary personal interests in the decision made by the Board to increase in one or several sequences, upon vesting of restricted share units ("RSUs"), 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 incorporation of the Company.

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 September 19, 2024, his personal interests in the above.

As a consequence, pursuant to article 10.9 of the articles of incorporation 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 September 19, 2024, of such conflict of interest.

The Board draws your attention to this and reports that such conflicts have 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 September 19, 2024, among others, the above described matters.

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By: Timothy Charles Parker
Capacity: director and chairman

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