Samsonite International S A : (1) Proposed Grant of Scheme Mandate to Issue New Shares Underlying RSUs to be Granted under the Share Award Scheme, (2) Proposed Clarificatory Amendment to the Share Award Scheme and (3) Proposed Connected Transactions relating to the Proposed Grants of RSUs to the Connected Participants

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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)

(1)PROPOSED GRANT OF SCHEME MANDATE TO ISSUE NEW SHARES UNDERLYING RSUS TO BE GRANTED

UNDER THE SHARE AWARD SCHEME

(2)PROPOSED CLARIFICATORY AMENDMENT TO THE SHARE AWARD SCHEME

(3)PROPOSED CONNECTED TRANSACTIONS RELATING TO THE PROPOSED GRANTS OF RSUS TO

THE CONNECTED PARTICIPANTS

On April 15, 2019, the Board proposed that (1) the Share Award Mandate be granted to the Board (to be exercised by the Remuneration Committee) to grant awards of RSUs under the Share Award Scheme and to issue new Shares underlying the RSUs granted and (2) a clarificatory amendment be made to the Share Award Scheme. On the same date, the Remuneration Committee proposed that RSUs be granted to the Connected Participants. It is proposed that the Shareholders consider and, if thought fit, approve the foregoing matters at the Annual General Meeting to be convened on Thursday, June 6, 2019.

1. INTRODUCTION

On April 15, 2019, the Board proposed that (1) the Share Award Mandate be granted to the Board (to be exercised by the Remuneration Committee) to grant awards of RSUs under the Share Award Scheme and to issue new Shares underlying the RSUs granted and

(2)a clarificatory amendment be made to the Share Award Scheme. On the same date, the Remuneration Committee proposed that RSUs be granted to the Connected Participants.

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2.PROPOSED GRANT OF A MANDATE TO THE DIRECTORS TO GRANT 2019 RSU AWARDS, AS PART OF THE 2019 ANNUAL LTIP AWARDS, PURSUANT TO THE SHARE AWARD SCHEME

(a)Background to the Proposed Share Award Mandate

As with the approval granted by Shareholders in 2018 for the Awards of RSUs granted in 2018, the Company is seeking the approval of Shareholders for the proposed Awards of RSUs to be granted in 2019 as described below. Notwithstanding that such Awards will be made pursuant to the existing Share Award Scheme and within the existing dilution limits under the Share Award Scheme, the Listing Rules and the Share Award Scheme require Shareholders' approval to be obtained for the grants of RSUs (including the grants of RSUs to the Connected Participants). No such approval is required for the grants of Options under the Listing Rules and the Share Award Scheme.

The proposed terms of the 2019 Awards as described below are consistent with the terms of the 2018 Awards that were approved by Shareholders.

(b)Overview of the LTIP

The LTIP is a critical component of the Group's compensation program for Senior Managers and other employees. By providing the opportunity for financial reward based on long-term Company performance and long-term growth in Share value, it 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 Senior Managers and other managers in an industry in which the market for talent is highly competitive.

The Remuneration Committee's policy is for the Company's LTIP to support the Company's need to recruit, retain and motivate management in a manner that is consistent with generally accepted market practice for international branded consumer goods companies. In evaluating the Company's LTIP relative to market practice, the Remuneration Committee notes that a majority of its Senior Managers and a significant proportion of the other Participants in the LTIP are based in the United States. The international companies that form part of the Company's Peer Group for the purpose of executive compensation benchmarking and LTIP design are also primarily companies that are based in and listed in the United States (see below for further details of the Company's Peer Group). The companies that comprise the Peer Group were identified by the Remuneration Committee, with advice from Mercer, on the basis of comparable industry sectors, business operations with revenue, and market capitalization. Accordingly, the Remuneration Committee considers that in order to achieve the objectives of the LTIP - particularly with regard to recruitment

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and retention - it is appropriate to consider the Company's LTIP in light of the practices of relevant international companies such as those in the Peer Group, which are primarily based in and listed in the United States, and with which the Company competes for talent both in the United States and internationally.

The LTIP is administered pursuant to the Company's Share Award Scheme, which was adopted by the Shareholders on September 14, 2012. The Share Award Scheme will remain in effect until September 13, 2022. The purpose of the Share Award Scheme is to attract skilled and experienced personnel, to incentivize them to remain with the Group, and to motivate them to strive for the future development and expansion of the Group by providing them with the opportunity to acquire equity interests in the Company. The provisions of the Share Award Scheme relating to the grant of Options comply with Chapter 17 of the Listing Rules.

In 2018, the Remuneration Committee and the Board re-designed the Company's LTIP to align the LTIP with similar programs adopted by international companies in the Company's Peer Group, and to further enhance the alignment of the LTIP with long-term Shareholders' interests. On September 26, 2018, the Shareholders approved various resolutions that were proposed by the Board to give effect to the re-designed LTIP, including certain amendments to the Share Award Scheme.

The table below highlights how the Company's compensation philosophy is reflected in the LTIP:

What the Company does		What the Company does not do

✔Independent administration: The Share Award Scheme is administered by the Remuneration Committee (the members of which are all independent non-executiveDirectors) or any other committee of the Board comprised solely of non-executiveDirectors. No Directors involved in the administration of the Share Award Scheme are eligible to receive Awards.

✘NED participation: Non-executiveDirectors are not eligible to participate in the Share Award Scheme, meaning that no member of the administrating committee is eligible to participate in the Share Award Scheme.

✔Employee incentivization: Senior Managers and other employees of the Company are eligible to participate in the Share Award Scheme.

✘Dividends or dividend equivalents: Dividends or other cash distributions to Shareholders do not accrue until Shares underlying vested awards have been issued or transferred to Participants. The Share Award Scheme does not provide for dividend equivalents.

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What the Company does		What the Company does not do

✔Managed dilution: The Remuneration ✘ Share recycling: Shares withheld to Committee actively manages the dilution account for tax liabilities or exercise price resulting from LTIP awards to ensure are not added back to the plan limit. dilution levels are in-line with market

expectations and the Company's Peer Group. The Remuneration Committee's policy, adopted in 2018, is that annual dilution from LTIP Awards will not exceed 1.25%.

✔Performance-based:A significant portion ✘ Reward for poor performance: Vesting (50% of total LTIP Value) of a Senior of performance-basedawards is reduced, Manager's awards is subject to performance or such awards may not vest at all, if

conditions.	performance targets established by the
	Remuneration Committee are not met.

✔Roll-overof awards on Change in Control: Awards roll-overinto equivalent awards in case of a change in control of the Company, unless roll-overof awards is not permitted under applicable laws or not agreed by the acquirer.

✔Double-trigger: Following a change in control of the Company, the vesting of awards that have been rolled over will accelerate only upon involuntary termination of employment without cause or voluntary resignation for good reason, in each case within two years following the change in control.

✔Long-termvesting: Performance-based awards are subject to a three-year cliff vesting period. Time-based awards are subject to a three or four-yearpro rata vesting period.

✘Single-trigger: Vesting of awards does not automatically accelerate as a result of a change in control of the Company alone, unless roll-over of awards is not permitted under applicable laws or not agreed by the acquirer.

✘Acceleration upon termination: Unvested awards will normally lapse upon termination of employment, other than in case of death or disability (except upon a double-triggerevent following a change in control of the Company).

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What the Company does		What the Company does not do

✔Malus & clawback: Malus and clawback provisions apply to performance-based awards granted to the CEO, CFO and certain other senior managers, to enable recoupment of performance-based equity compensation.

✔Share ownership guidelines: The Board has adopted share ownership guidelines applicable to the CEO, CFO and certain other Senior Managers.

The following table sets out the key features of the LTIP:

Features of the LTIP		Description
1. Performance RSUs	• PRSUs will cliff vest three years after the grant
(PRSUs)		date only upon achievement of pre-established
		cumulative performance goals	determined
		by reference to cumulative adjusted EPS and
		relative TSR, with no above-target payout made
		with respect to relative TSR if the Company's
		absolute TSR is negative.
	• Relative TSR will measure the Company's
		TSR relative to the TSR of a benchmark group
		consisting of the Company's Peer Group (as
		defined below).
	• Upon vesting, Shares will be issued to the
		Senior Managers in accordance with the
		terms of the Share Award Scheme, and
		unless required by the Company to pay the
		nominal value of US$0.01 for	each Share,
		no consideration is payable by the Senior
		Managers to receive such Shares.

• PRSUs ensure that there is a greater linkage between the Company's stated long-term strategic and financial goals and executive compensation.

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