Samsonite Group S.A. — Proxy Solicitation & Information Statement 2012

Aug 22, 2012

Samsonite®

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)

FORM OF PROXY FOR USE AT THE GENERAL SHAREHOLDERS' MEETING TO BE HELD ON FRIDAY, SEPTEMBER 14, 2012

I/We $^{(Note1)}$

of

being the registered holder(s) of $^{(Note2)}$ shares of US$0.01 each in the share capital of Samsonite International S.A. (the “Company”) hereby appoint the Chairman of the meeting $^{(Note3)}$ or

my/our proxy to attend, act and vote for me/us and on my/our behalf as directed below at the general shareholders’ meeting (the “Shareholders’ Meeting”) of the Company to be held at 13–15 Avenue de la Liberté, L-1931 Luxembourg on Friday, September 14, 2012 at 9:00 a.m. (CET)/3:00 p.m. (Hong Kong Time) (and at any adjournment thereof).

Please make a mark in the appropriate boxes to indicate how you wish your vote(s) to be cast on a poll $^{(Note4)}$.

ORDINARY RESOLUTIONS		FOR	AGAINST
1.	To approve and adopt the rules of the share award scheme pursuant to which the Company intends to attract skilled and experienced personnel, to incentivize them to remain with the Company’s group and to motivate them to strive for the future development and expansion of the Company’s group by providing them with the opportunity to acquire shares in the Company, a copy of which marked “A” is produced to the meeting and for the purpose of identification signed by the Chairman thereof (the “Share Award Scheme”).
2.	To authorize the board of directors of the Company (the “Board”) to grant awards of options or restricted share units (“RSUs”) pursuant to the Share Award Scheme and to allot and issue shares, direct and procure any professional trustee as may be appointed by the Company to assist with the administration, exercise and vesting of options and RSUs to transfer shares and otherwise deal with shares underlying the options and/or RSUs granted pursuant to the Share Award Scheme as and when they vest or are exercised (as case may be).

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3.	To approve the grant of a mandate authorizing the Board to grant awards of RSUs pursuant to the Share Award Scheme in respect of a maximum number of new shares equal to 10 per cent. of the shares in issue as at the date of adoption of the Share Award Scheme during the period from the date of adoption until the earliest of (a) the conclusion of the Company's next annual general meeting, (b) the end of the period within which the Company is required by any applicable law or its articles of incorporation to hold its next annual general meeting and (c) the date on which the resolution granting such authorization is varied or revoked by ordinary resolution of the Shareholders in general meeting (the “Applicable Period”) and to allot, issue and deal with shares underlying the RSUs granted pursuant to the Share Award Scheme during the Applicable Period as and when such RSUs vest.

Date: ___ 2012

Signature(s) $^{(Note 5)}$

• For identification purposes only

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS.
2. Please insert the number of shares registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares of the Company registered in your name(s).
3. If any proxy other than the Chairman of the meeting is preferred, please strike out the words "the Chairman of the meeting" and insert the name and address of the proxy desired in the space provided. A member entitled to attend and vote at the Shareholders' Meeting may appoint more than one proxy to attend and on a poll, vote on his behalf, provided that 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. A proxy need not be a member of the Company. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.
4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE TICK (“✓”) THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE TICK (“✓”) THE BOX MARKED “AGAINST”. If no direction is given, your proxy will vote or abstain at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Shareholders' Meeting other than those referred to in the notice convening the Shareholders' Meeting.
5. This form of proxy must be signed by you or your attorney duly authorized in writing. In case of a corporation, the same must be either under its common seal or under the hand of an officer or attorney so authorized.
6. In case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of votes of the other joint holder(s) and for this purpose seniority will be determined by the order in which the names stand in the Register of Members of the Company.
7. In order to be valid, this form of proxy must be deposited at Company's branch Share Registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time fixed for holding the General Meeting or any adjournment thereof.
8. Completion and delivery of the form of proxy will not preclude you from attending and voting at the Shareholders' Meeting if you so wish.