Samsonite Group S.A. — Share Issue/Capital Change 2015

Jan 7, 2015

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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)

ANNOUNCEMENT GRANT OF SHARE OPTIONS

This announcement is made pursuant to Rule 17.06A of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules").

The Board of Directors (the "Board") of Samsonite International S.A. (the "Company") announces that on January 7, 2015, the Company granted share options (the "Options") to certain Directors and employees (the "Grantees") of the Company and its subsidiaries (the "Group") pursuant to the Company's Share Award Scheme which was adopted on September 14, 2012 and amended on January 8, 2013 (the "Scheme"), subject to acceptance by the Grantees. The Options entitle the Grantees to subscribe for a total of 16,006,812 new shares with a nominal value of US$0.01 each (the "Shares") in the capital of the Company.

Details of the Options granted are set out below:

Date of grant : January 7, 2015

Number of Shares issuable under Options granted : 16,006,812

Exercise price of Options granted : HK$23.31

Closing price of the Shares on the date of grant : HK$23.10

Validity period of the Options : 10 years from the date of grant and the Options will lapse on January 7, 2025

Vesting dates of the Options : 25% of the Options granted will vest on each of January 7, 2016, January 7, 2017, January 7, 2018 and January 7, 2019

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Of the Options granted as referred to above, Options with respect to a total of 3,767,885 Shares were granted to three Executive Directors of the Company and to an employee of the Group who is an associate (as defined in the Listing Rules) of an Executive Director of the Company, details of which are set out below:

Name	Position(s) in the Company	Shares issuable under Options granted
Ramesh Dungarmal Tainwala	Executive Director and Chief Executive Officer	2,166,815
Kyle Francis Gendreau	Executive Director and Chief Financial Officer	866,726
Tom Korbas	Executive Director and President, North America	714,182
Anushree Tainwala	Marketing Director for India and the Middle East and an associate of Ramesh Dungarmal Tainwala	20,162

The Board also announces it has approved further offers of grants of options (the “Further Options”) for newly hired and/or promoted directors or employees of the Group to subscribe for up to an aggregate of 500,000 new Shares in the capital of the Company (or such other number as the Board may determine from time to time) at any time from January 7, 2015 up to and including December 31, 2015 (or such other date as the Board may determine from time to time). The Company will make further announcements pursuant to Rule 17.06A of the Listing Rules when any Further Options are granted.

In addition to the grant of Options described above, the Company made a special grant of share options (the “Senior Management Options”) to an Executive Director and to five additional members of the Company’s senior management team (collectively, the “Senior Management Grantees”) pursuant to the Scheme, subject to acceptance by the Senior Management Grantees. The Senior Management Options entitle the Senior Management Grantees to subscribe for a total of 10,040,399 new Shares in the capital of the Company.

The purpose of the grant of Senior Management Options is to incentivize, and aid in the retention of, the Senior Management Grantees whose ongoing contributions have been identified by the Company’s Chief Executive Officer as critical to achieving the Company’s strategy of increasing shareholder value through sustainable revenue and earnings growth and free cash flow generation.

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Details of the Senior Management Options granted are set out below:

Date of grant : January 7, 2015

Number of Shares issuable under Senior Management Options granted : 10,040,399

Exercise price of Senior Management Options granted : HK$23.31

Closing price of the Shares on the date of grant : HK$23.10

Validity period of the Management Options : 10 years from the date of grant and the Senior Management Options will lapse on January 7, 2025

Vesting dates of the Management Options : 60% of the Senior Management Options granted will vest on January 7, 2018 and 40% of the Senior Management Options granted will vest on January 7, 2020.

Of the Senior Management Options granted as referred to above, Senior Management Options with respect to a total of 2,506,600 Shares were granted to one Executive Director of the Company, details of which are set out below:

Name	Position(s) in the Company	Shares issuable under Senior Management Options granted
Kyle Francis Gendreau	Executive Director and Chief Financial Officer	2,506,600

Pursuant to Rule 17.04(1) of the Listing Rules, the grant of the Options and Senior Management Options to each of the Executive Directors of the Company and the grant of Options to Anushree Tianwala (as an associate of Ramesh Dungarmal Tainwala) has been approved by the Independent Non-executive Directors of the Company.

Save as disclosed above, none of the Grantees is a director, chief executive or substantial shareholder of the Company or any of their respective associates (as defined in the Listing Rules).

By Order of the Board
SAMSONITE INTERNATIONAL S.A.
TIMOTHY CHARLES PARKER
Chairman

Hong Kong, January 7, 2015

As of the date of this announcement, the Executive Directors are Ramesh Dungarmal Tainwala, Kyle Francis Gendreau and Tom Korbas, the Non-Executive Director is Timothy Charles Parker, and the Independent Non-Executive Directors are Paul Kenneth Etchells, Miguel Kai Kwun Ko, Ying Yeh, Bruce Hardy McLain (Hardy) and Keith Hamill.