Samsonite Group S.A. — Proxy Solicitation & Information Statement 2024

Apr 18, 2024

SAMSONITE INTERNATIONAL S.A.
Société anonyme
Registered office: 13-15, Avenue de la Liberté, L-1931 Luxembourg
R.C.S. Luxembourg: B 159.469
(the "Company")

SPECIAL REPORT OF THE BOARD OF DIRECTORS TO THE EXTRAORDINARY GENERAL MEETING OF THE SHAREHOLDERS OF THE COMPANY TO BE HELD ON JUNE 6, 2024

Luxembourg April, 19, 2024

Dear Shareholders,

In accordance with Article 4.2 of the articles of incorporation of the Company (the "Articles"), the board of directors of the Company (the "Board") has been authorized since July 15, 2020 until July 14, 2025 to (i) issue shares, to grant options to subscribe for shares, to grant restricted share units to receive/subscribe for shares and to issue, grant any subscription rights or any other securities or instruments convertible or exchangeable into shares (including convertible bonds), to such persons and on such terms as it shall see fit and specifically to proceed to such issue and/or grant without reserving (by cancelling or limiting) for the existing shareholders of the Company (the "Shareholders") a preferential right to subscribe for the issued shares or such instruments, and (ii) allocate existing shares without consideration or to issue shares paid-up out of available reserves to employees and to corporate officers (including directors) of the Company and its subsidiaries, or certain categories thereof (the "Share Capital Authorization").

Under the provisions of the Luxembourg law of August 10, 1915 on commercial companies, as amended from time to time (the "Luxembourg Companies Law") and the Articles, the Share Capital Authorization that is currently in effect will expire on July 14, 2025, which is the end of the currently effective five-year period referred to in Article 4.2 of the Articles.

The Board has prepared this report in accordance with Article 420-26 (5) and (6) of the Luxembourg Companies Law, for the purpose of the proposed renewal of the authorization granted to the Board to increase, for an additional period of five years, in one or several times, the subscribed share capital of the Company within the limits of the Share Capital Authorization, with the authority of the Board to limit or withdraw the preferential subscription rights of the Shareholders when issuing the Company's new shares (such renewal, the "Renewed Share Capital Authorization").

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The Company’s new shares, to be issued under the proposed Renewed Share Capital Authorization, will be issued at their nominal value of United States Dollar one cent (USD0.01) with any eventual share premium which shall be determined by the Board each time a new share capital increase may occur.

The Board stresses that the authorization to limit or withdraw the legal preferential subscription rights is in the corporate interest of the Company and is required to allow flexibility regarding the issue of the new shares within the framework of the proposed Renewed Share Capital Authorization.

The Share Capital Authorization is not a general authorization from the Shareholders to the Board to allot, issue or deal with Company’s shares but is an authorization granted in accordance with the requirements of the Luxembourg Companies Law. The Renewed Share Capital Authorization simply extends, for an additional five-year period, the existing Share Capital Authorization.

Moreover, any issue of shares, grant of options to subscribe for shares or issue of any other securities or instruments convertible or exchangeable into shares (including convertible bonds) pursuant to the Share Capital Authorization is, and pursuant to the Renewed Share Capital Authorization will still be, subject to the restrictions set out in the Articles, the Luxembourg Companies Law and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”).

The Listing Rules and the Articles contain provisions which restrict the ability of the Company to increase its issued share capital pursuant to the Share Capital Authorization without the approval of the Shareholders. To protect the Shareholders against a potential dilution of their shareholding interest in the Company, these provisions require the Board to obtain the approval of the Shareholders in general meeting prior to allotting, issuing or dealing with shares, securities convertible or exchangeable into shares or options, warrants or similar rights to subscribe for any shares or such convertible securities (including convertible bonds) (except as set forth below and provided in the Listing Rules, in the case of a rights issue of shares which is offered to all Shareholders or where a general mandate to issue shares has been granted to the Board at the general meeting of the Company).

As a consequence, under both the existing Share Capital Authorization and the proposed Renewed Share Capital Authorization, the Board may not issue shares, grant options to subscribe for shares or issue any other securities or instruments convertible into shares without the approval of Shareholders, except pursuant to:

• an offer of the Company’s shares open for a period fixed by the Company’s directors to holders of Company’s shares or any class thereof on the register on a fixed record date in proportion to their then holdings of such Company’s shares or class thereof (subject to such exclusions or other arrangements as the Company’s directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction or the requirements of any recognized regulatory body or any stock exchange) (the “Rights Issue”).

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Under the Listing Rules, a Rights Issue will not require the specific approval of the Shareholders except where the proposed Rights Issue would increase either (i) the number of issued Company’s shares or (ii) the market capitalization of the Company by more than 50% (on its own or when aggregated with any other Rights Issues or open offers announced by the Company), within the 12-month period immediately preceding the announcement of the proposed Rights Issue or prior to such 12-month period where dealing in respect of the Company’s shares issued pursuant thereto commenced within such 12-month period; or

• the share award scheme of the Company adopted by the Shareholders on September 14, 2012 (as amended from time to time, the “2012 Share Award Scheme”), and the share award scheme adopted by the Shareholders on December 21, 2022 (the “2022 Share Award Scheme”); or
• the general mandate to allot, issue or deal with additional shares or securities convertible into shares (including convertible bonds) granted by the Shareholders to the Board at the annual general meeting of the Company (the “Issuance Mandate”); or
• any scrip dividend scheme or similar arrangement providing for the allotment of Company’s shares in lieu of the whole or part of a dividend on Company’s shares in accordance with the Articles; or
• a specific authority granted by the Shareholders in general meeting.

The same restrictions in relation to the ability of the Board to increase the issued share capital will apply to the proposed Renewed Share Capital Authorization.

The Shareholders should note that if the proposed Renewed Share Capital Authorization is not approved at the extraordinary general meeting of the Company to be held on June 6, 2024, the Board will not be permitted, under the Luxembourg Companies Law, after July 14, 2025:

(a) to issue and/or allot Company’s shares pursuant to the grant of awards that are then outstanding pursuant to the 2012 Share Award Scheme and/or the 2022 Share Award Scheme; and

(b) to issue any Company’s shares, grant options to subscribe for Company’s shares or issue any other securities or instruments convertible or exchangeable into Company’s shares (including convertible bonds) pursuant to the existing Issuance Mandate or any future approval that may be granted by the Shareholders to the Board at a general shareholders’ meeting.

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The Board considers that this would, in particular, undermine the purpose of the 2012 Share Award Scheme and the 2022 Share Award Scheme and eliminate the long-term incentive for executives and management under such share awards, and would therefore be detrimental to the Company and the Shareholders. In addition, this would restrict the Company's flexibility to issue shares or securities convertible into shares (including convertible bonds) for other purposes pursuant to the Issuance Mandate.

The Board believes that the proposed Renewed Share Capital Authorization is justified and in the best corporate interest of the Company and its Shareholders as a whole. Moreover, the Board undertakes to always act in good faith, in consideration of the Company's best corporate interest and in conformity with the provisions of the Articles, the Luxembourg Companies Law and the Listing Rules.

As a result of the proposed Renewed Share Capital Authorization, the Board shall dispose of flexibility in view of the issue of additional shares with the authority to limit or withdraw the preferential subscription rights of the Shareholders when issuing the Company's new shares.

In view of the above, subject always to compliance with the Articles, the applicable provisions of the Luxembourg Companies Law and the Listing Rules, the Board recommends the Shareholders to vote in favor of the proposed Renewed Share Capital Authorization proposed at the extraordinary general meeting of the Company to be held on June 6, 2024, in order to (i) authorize the Board, for an additional period of five years to increase, in one or several times, the subscribed share capital of the Company within the limits and restrictions referred to above, (ii) empower the Board to determine the conditions of any such share capital increase, with or without share premium and (iii) empower the Board to limit or withdraw the preferential subscription rights of the existing Shareholders.

By: Timothy Charles Parker
Capacity: Director and Chairman

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