Samsonite Group S.A. — Share Issue/Capital Change 2024

Oct 9, 2024

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 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)

GRANT OF RESTRICTED SHARE UNITS

PURSUANT TO THE SHARE AWARD SCHEME

On October 8, 2024, the Company granted RSUs pursuant to the Share Award Scheme to a new employee of a subsidiary of the Company. Details of the grant are set out in this announcement. This announcement is made pursuant to Rule 17.06A of the Listing Rules.

A. Introduction

The Board announces that on October 8, 2024 (the "Grant Date"), the Company granted RSUs (the "October 2024 RSU Grant") pursuant to the Share Award Scheme to a new employee of a subsidiary of the Company, subject to acceptance by the grantee (the "RSU Grantee"). The RSU Grantee is not a director or chief executive officer of the Company, and is not a member of the Company's senior management team.

Details of the grant of RSUs made are set out below.

B. Details of the Grant of PRSUs

Grant Date : October 8, 2024

Grantee : A new employee of a subsidiary of the Company

Initial or target : 33,072

number of Shares

underlying the

PRSUs granted (1)

Threshold number : 8,268

of Shares

underlying the

PRSUs granted (1)

Maximum number : 66,144

of Shares

underlying the

PRSUs granted (1)

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Purchase price of the PRSUs granted : Nil

Closing price of the Shares on the Grant Date : HK$20.00 per Share

Performance conditions : PRSUs will cliff vest three years after the grant date based on achievement of pre-established performance goals determined by reference to the Group’s annual LTIP Adjusted EBITDA growth rate targets set at the time of the grant, which growth rate targets are expressed on a constant currency basis compared to the prior year. When setting the performance targets, the objective is for the targets to be sufficiently challenging to create appropriate pay-for-performance alignment as expected by the Shareholders, within parameters that are likely to be perceived by the Senior Managers to be achievable in order to create appropriate incentives. The annual LTIP Adjusted EBITDA growth rate target for each year included in the two-year performance period have been established by the Remuneration Committee and will be communicated to the recipients of the PRSUs in the grant notices. At the end of each year, the extent to which the annual growth target has been achieved will be determined in respect of 1/2 of the total PRSUs granted. In making such determination, the Remuneration Committee shall adjust either the performance goals or the calculation of the LTIP Adjusted EBITDA to reflect the following occurrences affecting the Company during the performance period (to the extent such occurrences affect the year-over-year comparability of LTIP Adjusted EBITDA):

• the effect of changes in laws, regulations, or accounting principles, methods or estimates;
• changes to amortization of lease right-of-use assets resulting from the write down or impairment of such assets or the reversal of impairments;
• the planned, unrealized LTIP Adjusted EBITDA associated with a business segment, division, or unit or product group that is sold or discontinued (where such sale or discontinuation was unplanned);
• results from an unplanned acquired business and costs related to such unplanned acquisition;
• restructuring and workforce severance costs pursuant to a plan approved by the Board and the Company’s chief executive officer; and
• unusual and infrequently occurring items as defined by IASB IFRS and any other unusual and exceptional events outside the ordinary course of business,

provided that such adjustment is guided by the principles of the LTIP and alignment of Shareholders’ and participants’ interests.

Details of the payout levels with respect to each year included in the two-year performance period are set out below:

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	Payout levels (% of shares underlying PRSUs)
	2025 against 2024
(1/2 weighting)	2026 against 2025
(1/2 weighting)
Maximum	200%	200%
Target	100%	100%
Threshold	25%	25%
Below Threshold	0%	0%

Vesting levels will be interpolated for actual performance between payout levels.

PRSUs will vest only upon completion of the two-year performance period to the extent the annual targets have been satisfied. PRSUs will ensure that there is linkage between the Company’s stated long-term strategic and financial goals and executive compensation.

Vesting date of the PRSUs granted : October 8, 2027, subject to achievement of the performance conditions

Malus and clawback mechanism:

The Company’s malus and clawback policy will not apply to the PRSUs included within the October 2024 RSU Grant. Under the policy, the Company has the power to seek recovery of the amount of erroneously awarded performance-based compensation received by certain individuals who are subject to the policy in case of an accounting restatement due to material non-compliance with any applicable financial reporting requirements resulting from the individual’s fraud or misconduct. Given the nature of the RSU Grantee’s position with the Company, the RSU Grantee is not subject to the Company’s malus and clawback policy.

Financial assistance : None provided by the Company or any of its subsidiaries

Note:

(1) The final number of Shares which vest under the RSUs will vary depending on the level of achievement of performance conditions applicable to the PRSUs granted.

C. Details of the Grant of TRSUs

Grant Date : October 8, 2024

Grantee : A new employee of a subsidiary of the Company

Number of Shares underlying the TRSUs granted : 66,141

Purchase price of the TRSUs granted : Nil

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Closing price of the Shares on the Grant Date : HK$20.00 per Share

Vesting dates of TRSUs granted : One-third of the TRSUs granted will vest on each of October 8, 2025, October 8, 2026, and October 8, 2027

Performance conditions and clawback mechanism : None

The LTIP award for the grantee comprises approximately 1/3rd of PRSUs and 2/3rds of TRSUs based on the grant date value. By providing the opportunity for financial reward based on long-term Company performance and long-term growth in Share value, the LTIP aligns the interests of the Group's management with the interests of the Shareholders, fosters a long-term commitment to the Group and aids in the retention of the grantee in an industry in which the market for talent is highly competitive.

TRSUs in particular aid in the retention of the grantee since the Shares will vest over a period of time. Long-term performance is incentivized, and the interests of the grantee and Shareholders are aligned, as the value of the TRSUs depends on the market value of the Company's Shares.

The Company's malus and clawback policy will not apply to the TRSUs included within the October 2024 RSU Grant. As the TRSUs are not subject to performance conditions, clawback mechanism is not deemed necessary. In addition, given the nature of the RSU Grantee's position with the Company, the RSU Grantee is not subject to the Company's malus and clawback policy.

Financial assistance provided by the Company or any of its subsidiaries : None

D. Other Information

After the October 2024 RSU Grant, assuming the maximum 132,285 Shares underlying the October 2024 RSU Grant are issued to the Participant upon vesting, the number of new Shares available for future grant under the Share Award Scheme will be 56,703,801 Shares.

By Order of the Board
SAMSONITE INTERNATIONAL S.A.
Timothy Charles Parker
Chairman

Luxembourg, October 8, 2024

As of the date of this announcement, the Executive Director is Kyle Francis Gendreau, the Non-Executive Director is Timothy Charles Parker, and the Independent Non-Executive Directors are Claire Marie Bennett, Angela Iris Brav, Paul Kenneth Etchells, Jerome Squire Griffith, Tom Korbas, and Ying Yeh.