Samsonite Group S.A. — Proxy Solicitation & Information Statement 2022

Nov 28, 2022

Samsinite

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 WEDNESDAY, DECEMBER 21, 2022

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 $^{(Note3)}$ as my/our proxy to attend, act and vote for me/us and on my/our behalf as directed below at the general meeting (the "General Meeting") of the Company to be held without holding a physical meeting on Wednesday, December 21, 2022 at 1:00 p.m. (CET)/8:00 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 RESOLUTION		FOR	AGAINST
1.	THAT:
(a) approval and adoption of the rules of the share award scheme of the Company, a copy of which has been signed by the Chairman of the meeting for identification purposes (the “2022 Share Award Scheme”), subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) granting the listing of and permission to deal in the shares to be issued pursuant to the vesting or exercise of any awards granted under the 2022 Share Award Scheme; and
(b) authorization of the remuneration committee of the board of directors of the Company (the “Board”) (the “Remuneration Committee”) under authority delegated to it by the Board to grant awards of options or restricted share units (“RSUs”) pursuant to the 2022 Share Award Scheme, and authorization of the Board 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 2022 Share Award Scheme as and when they are exercised or vest (as the case may be), in accordance with Luxembourg Companies Law and the articles of association of the Company, including in particular with respect to the limitation or suppression of the preferential subscription rights of existing shareholders of the Company.

Date: ___ 2022

Signature(s) $^{(Note5)}$

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. In view of the ongoing COVID-19 pandemic, pursuant to the law dated September 23, 2020 extending measures concerning the holding of meetings in companies and other legal entities, as amended, which authorised Luxembourg incorporated companies to adopt resolution without physical meetings notwithstanding any provisions in the articles of association, the General Meeting shall be held without holding a physical meeting. Accordingly, you must appoint the chairman of the General Meeting (as designated representative of the Company) as your proxy to vote on your behalf.
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 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. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

PERSONAL INFORMATION COLLECTION STATEMENT (HONG KONG)

Your supply of your and your proxy's (or proxies') name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the General Meeting of the Company, as well as subsequent filing requirements (with the local Trade Register etc.) if applicable (together, the "Purposes"), and may be held, processed or used for any of these Purposes. You/Your proxy (or proxies) has/have the right to request access to and/or correction of the relevant personal data in accordance with the provisions of the Personal Data (Privacy) Ordinance, Chapter 486, Laws of Hong Kong, and any such request should be in writing by mail to the Company.

GENERAL DATA PROTECTION REGULATION

The legal basis for the processing of your personal data is a legal obligation applying to the Company (i.e. the organization of the General Meeting) and the Company's legitimate interests in connection with the fulfilment of the Purposes.

You have the right to request from the Company access to and rectification of your personal data or restriction of processing concerning the data subject or to object to processing, to request the deletion of the data (under certain circumstances), as well as the right to data portability.

MISCELLANEOUS

The Company is acting as the data user/data controller of the collected personal data.

Your personal data (and that of your proxy (or proxies) provided to the Company on this form may be transmitted to the Company's agents, contractors or other third party service providers who provide any administrative, computer and other services to the Company and any duly appointed professionals, such as law firms, banks, consultants, domiciliation agents, auditors, financial experts and other professional advisors, and governmental bodies etc. involved in the organization of the General Meeting and in voting operations, as well as subsequent filing requirements. The Company may store your personal data until it is no longer necessary to retain it to fulfil any of the purposes for which it was collected/processed, without prejudice to further obligations that may apply to the Company and which may require such personal data to be retained for a longer period.

Please be also aware that, to the extent it is necessary for the purposes for which your personal data was collected/processed, and provided that the Company always complies with its legal obligations, the Company may disclose your personal data to:

• Governmental bodies; and
• Regulatory and non-regulatory authorities.

Any transfer of your personal data from a member state of the European Union to a recipient located in a third country, will be handled in accordance with Chapter V "Transfers of personal data to third countries or international organisations" of Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27, 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation).

Please note that you have the right to lodge a complaint with the Luxembourg supervisory authority (Commission Nationale pour la Protection des Données).

Any questions in relation with the processing of your personal data can be sent to the Company's Joint Company Secretary by e-mail at john.livingston@samsonite.com.