Samsonite Group S.A. — Proxy Solicitation & Information Statement 2015

Apr 24, 2015

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 THE ANNUAL GENERAL MEETING

TO BE HELD ON THURSDAY, JUNE 4, 2015

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

as my/our proxy to attend, act and vote for me/us and on my/our behalf as directed below at the annual general meeting (the “Annual General Meeting”) of the Company for the year 2015 to be held at 13–15 Avenue de la Liberté, L-1931 Luxembourg and by video conference at 5/F, Hutchison House, 10 Harcourt Road, Central, Hong Kong on Thursday, June 4, 2015 at 10:00 a.m. (CET)/4:00 p.m. (Hong Kong time) (and at any adjournment thereof).

Please mark a tick (“✓”) 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 receive and adopt the audited statutory accounts and audited consolidated financial statements of the Company and the reports of the directors of the Company (the “Directors”) and auditors for the year ended December 31, 2014.
2.	To approve the allocation of the results of the Company for the year ended December 31, 2014.
3.	To declare a cash distribution to the shareholders of the Company in an amount of eighty-eight million United States dollars (US$88,000,000.00) out of the Company’s distributable ad hoc reserve.
4.	(a) To re-elect Ramesh Dungarmal Tainwala as executive director for a period of three years.
	(b) To re-elect Miguel Kai Kwun Ko as independent non-executive director for a period of three years.
	(c) To re-elect Keith Hamill as independent non-executive director for a period of three years.
5.	To renew the mandate granted to KPMG Luxembourg (formerly KPMG Luxembourg S.à r.l.) to act as approved statutory auditor (réviseur d’entreprises agréé) of the Company for the year ending December 31, 2015.

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6.	To re-appoint KPMG LLP as the external auditor of the Company to hold office from the conclusion of the Annual General Meeting until the next annual general meeting of the Company.
7.	To give a general mandate to the Directors to issue additional shares of the Company not exceeding 10 per cent. of the total number of issued shares of the Company as at the date of this resolution (in accordance with the terms and conditions described in the Annual General Meeting circular).
8.	To give a general mandate to the Directors to repurchase shares of the Company not exceeding 10 per cent. of the total number of issued shares of the Company as at the date of this resolution (in accordance with the terms and conditions described in the Annual General Meeting circular).
SPECIAL RESOLUTIONS		FOR	AGAINST
9.	To approve the discharge granted to the Directors and the approved statutory auditor (réviseur d'entreprises agréé) of the Company for the exercise of their respective mandates during the year ended December 31, 2014.
10.	To approve the remuneration to be granted to certain Directors of the Company.
11.	To approve the remuneration to be granted to KPMG Luxembourg as the approved statutory auditor (réviseur d'entreprises agréé) of the Company.

Date: ___ 2015

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

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 Annual General 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 Annual General Meeting other than those referred to in the notice convening the Annual General 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 the 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 or at the Company's registered office at 13-15 Avenue de la Liberté, L-1931 Luxembourg not less than 48 hours before the time fixed for holding the Annual 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 Annual General Meeting if you so wish.