Samsonite Group S.A. — Proxy Solicitation & Information Statement 2016

Jun 27, 2016

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 159.469

(Incorporated in Luxembourg with limited liability)

(Stock code: 1910)

FORM OF PROXY FOR THE GENERAL MEETING TO BE HELD ON TUESDAY, JULY 26, 2016

I/We(Note 1)

of

being the registered holder(s) of(Note 2) _______ shares of US$0.01

each in the share capital of Samsonite International S.A. (the “Company”) hereby appoint the Chairman of the meeting(Note 3) or

_______ of

_______ as

my/our proxy to attend, act and vote for me/us and on my/our behalf as directed below at the general meeting of the shareholders of the Company (the “General Meeting”) 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 Tuesday, July 26, 2016 at 11:00 a.m. (CET)/5:00 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(Note 4).

ORDINARY RESOLUTION		FOR	AGAINST
1.	To:
(a) approve, ratify and confirm the agreement and plan of merger (the “Merger Agreement”) dated as of March 3, 2016 entered into between the Company, PTL Acquisition Inc. (“PTL Acquisition”) and Tumi Holdings, Inc. (“Tumi”) in relation to the merger of PTL Acquisition with and into Tumi, with Tumi surviving the merger as an indirect wholly-owned subsidiary of the Company, and the transactions contemplated thereunder, including the merger, the debt financing as well as the guarantees and security to be granted in that respect (as further described in the circular dispatched by the Company on June 28, 2016); and
	(b) authorize the directors of the Company, acting collectively and individually, for and on behalf of the Company, to do all such acts and things and to sign, execute, seal (where required) and deliver all such documents and to take all such steps as the directors of the Company in their discretion may consider necessary, appropriate, desirable or expedient for the purposes of giving effect to or in connection with the Merger Agreement and the transactions contemplated thereunder.

Date: _____ 2016

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 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 THE RESOLUTION, PLEASE TICK (“√”) THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE 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 General Meeting other than those referred to in the notice convening the 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 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 General Meeting if you so wish.