Samsonite Group S.A. — Proxy Solicitation & Information Statement 2000

May 16, 2000

OCEAN SHORES GROUP LIMITED

(Incorporated in Bermuda with limited liability)

Notice of Annual General Meeting

NOTICE IS HEREBY GIVEN that the annual general meeting of the shareholders of Ocean Shores Group Limited (the "Company") will be held at Coral Room 2, 3rd Floor, Hotel Furama, 1 Connaught Road Central, Hong Kong on 19th June 2000 (Monday) at 10:00 a.m. for the following purposes:—

1. To receive and consider the audited proforma combined financial statements and the reports of the Directors and auditors of the Company for the year ended 31st December 1999.

2. To re-elect retiring Directors and authorise the board of Directors to fix the Directors' remuneration.

3. To appoint auditors and to authorise the board of Directors to fix their remuneration.

4. To consider by way of special business and, if thought fit, the following resolutions as ordinary resolutions:—

A. "THAT:—

(a) the exercise by the Directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to purchase its shares issued by the Company to subscribe for such shares, subject to paragraph (b) below and in accordance with all applicable laws and regulations, be and it is hereby generally and unconditionally approved;

(b) the aggregate nominal amount of shares in the Company to be purchased by the Company pursuant to the approval in paragraph (a) above during the Relevant Period shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of this resolution, and the said approval shall be limited accordingly; and

(c) for the purposes of this resolution:

"Relevant Period" means the period from the passing of this resolution until whichever is the earlier of:

(i) the conclusion of the next annual general meeting of the Company;

(ii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors of the Company under this resolution; and

(iii) the expiration of the period within which the next annual general meeting of the Company is required by the bye-laws of the Company, the Companies Act of the Bermuda or any applicable laws of Bermuda to be held.";

B. "THAT:—

(a) subject to paragraph (c) below and pursuant to Section 57B of the Companies Ordinance, the exercise by the Directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares in the share capital of the Company and to make or grant offers, agreements and options which would or might require the exercise of such power be and it is hereby generally and unconditionally approved;

(b) the approval in paragraph (a) above shall authorise the Directors of the Company during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and options which would or might require the exercise of such power after the end of the Relevant Period;

(c) the aggregate nominal amount of share capital alloted or agreed conditionally or unconditionally to be alloted (whether pursuant to an option or otherwise) and issued by the Directors of the Company pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a rights issue where shares in the Company or warrant, options or other securities giving rights to subscribe for shares are offered, alloted and issued open for a period fixed by the Directors of the Company to shareholders of the Company or any class thereof on the register on a fixed record date in proportion to their then holdings of such shares of the Company or any class thereof (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognsied regulatory body or any stock exchange in any territory outside Hong Kong) (ii) any share option scheme or similar arrangement for the time being adopted for the grant or issue to employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company or (iii) an issue of shares as scrip dividends or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the bye-laws of the Company, shall not in total exceed 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of this resolution, and the said approval shall be limited accordingly; and

(d) for the purposes of this resolution:

"Relevant Period" means the period from the passing of this resolution until whichever is the earlier of:

(i) the conclusion of the next annual general meeting of the Company;

(ii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors of the Company under this resolution; and

(iii) the expiration of the period within which the next annual general meeting of the Company is required by the bye-laws of the Company, the Companies Act of the Bermuda or any applicable laws of Bermuda to be held.";

C. "THAT the Directors of the Company be and they are hereby given a general mandate to add all those number of shares of HK$0.10 each in the capital of the Company which may from time to time be purchased by the Company pursuant to the approval granted under resolution 4A above (the "Repurchased Shares") to the general mandate granted under resolution 4B above, so that the aggregate nominal amount of share capital that may be allotted by the Directors of the Company pursuant to the said general mandate granted under resolution 4B above shall be the aggregate of (i) 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of this resolution and (ii) all the Repurchased Shares."

By Order of the Board

Lam Che Wah, Danny

Company Secretary

Hong Kong, 15th May 2000

Notes:

(a) The Register of Members will be closed from Monday, 12th June 2000 to Friday, 16th June 2000, both days inclusive, during which period no transfer of shares can be registered.

(b) A member entitled to attend and vote at the Meeting is entitled to appoint more than one proxy to attend and, in the event of a poll, vote on his behalf. A proxy need not be a member of the Company. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.

(c) The instrument appointed a proxy and the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power or authority, must be lodged with the head office of the Company at Units 5 to 18, 15th Floor, Leader Industrial Centre, Nos.57-59 Au Pui Wan Street, Fo Tan, Sha Tin, New Territories, Hong Kong not less than 48 hours before the time fixed for holding the Meeting.

(d) A circular setting out further information regarding resolution 4 will be despatched to shareholders with the 1999 Annual Report.