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Samsonite Group S.A. — Proxy Solicitation & Information Statement 2026
Apr 28, 2026
50259_rns_2026-04-27_5b05680b-00ac-4cf3-a571-4190f8e51ab6.pdf
Proxy Solicitation & Information Statement
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SAMSONITE GROUP S.A.
Société anonyme
Registered office: 13-15, Avenue de la Liberté, L-1931 Luxembourg
R.C.S. Luxembourg: B 159.469
(the "Company")
REPORT OF THE BOARD OF DIRECTORS TO THE GENERAL SHAREHOLDERS' MEETING TO BE HELD ON JUNE 4, 2026
March 19, 2026
Dear Shareholders,
During the meeting of the Board held on March 19, 2026, Mr. Kyle Francis Gendreau declared his pecuniary personal interests in the proposals to be made to the Shareholders at the annual general shareholders meeting of the Company to be held on June 4, 2026, (i) to amend of the 2022 Share Award Scheme adopted by the Shareholders on December 21, 2022 (the "2022 Share Award Scheme") and (ii) to grant him awards of RSUs pursuant to the 2022 Share Award Scheme.
Due to the fact that New Shares may be issued upon the vesting of RSUs that may be granted to Mr. Kyle Francis Gendreau and his personal interest with respect to the amendments of the 2022 Share Award Scheme, he declared during the meeting of the Board held on March 19, 2026, his personal interests in the above.
As a consequence, pursuant to Article 10.9 of the articles of incorporation of the Company and Article 441-7 of the Luxembourg law of August 10, 1915, on commercial companies, as amended from time to time, the Board has taken note in the minutes of the meeting of the Board dated March 19, 2026, of such conflicts of interest.
The Board draws your attention to this and reports that such conflicts have arisen. The Board, without Mr. Kyle Francis Gendreau deliberating or voting on these matters, has approved in the minutes of the meeting of the Board held on March 19, 2026, among others, the above-described matters.

By: Timothy Charles Parker
Capacity: director and chairman