Samsonite Group S.A. — Share Issue/Capital Change 2017

May 26, 2017

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 May 26, 2017, 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 and May 26, 2017 (the "Scheme"), subject to acceptance by the Grantees. The Options entitle the Grantees to subscribe for a total of 22,347,216 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 : May 26, 2017

Number of Shares issuable under Options granted : 22,347,216

Exercise price of Options granted : HK$31.10

Closing price of the Shares on the date of grant : HK$31.10

Validity period of the Options : 10 years from the date of grant and the Options will lapse on May 26, 2027

Vesting dates of the Options : 25% of the Options granted will vest on each of May 26, 2018, May 26, 2019, May 26, 2020 and May 26, 2021

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Of the Options granted as referred to above, Options with respect to a total of 4,678,896 Shares were granted to two 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	3,702,272
Kyle Francis Gendreau	Executive Director and Chief Financial Officer	952,676
Anushree Tainwala	Marketing Director for India and the Middle East and an associate of Ramesh Dungarmal Tainwala	23,948

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 May 26, 2017 up to and including May 25, 2018 (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 two 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 3,473,520 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 : May 26, 2017

Number of Shares issuable under Senior Management Options granted : 3,473,520

Exercise price of Senior Management Options granted : HK$31.10

Closing price of the Shares on the date of grant : HK$31.10

Validity period of the Senior Management Options : 10 years from the date of grant and the Senior Management Options will lapse on May 26, 2027

Vesting dates of the Senior Management Options : 60% of the Senior Management Options granted will vest on May 26, 2020 and 40% of the Senior Management Options granted will vest on May 26, 2022.

Pursuant to Rule 17.04(1) of the Listing Rules, the grant of the 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, May 26, 2017

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