Samsonite International S A : Amended Articles of Incorporation as of 29 November 2018

«Samsonite International S.A.»

Societe Anonyme

L-1931 Luxembourg 13-15 Avenue de la Liberte

R.C.S. Luxembourg section B numero 159.469

Constituee suivant acte recu par Maitre Henri HELLINCKX, notaire de residence a Luxembourg, en date du 8 mars 2011, publie au Memorial Recueil des Societes et Associations numero 987 du 12 mai 2011.

Les statuts ont ete modifies en dernier lieu suivant acte recta par Maitre Henri HELLINCKX, notaire de residence a Luxembourg, en date du 29 novembre 2018.

STATUTS COORDONNES AU 29 NOVEMBRE 2018

Incorporated pursuant to a deed of Maitre Henri HELLINCKX, notary residing in Luxembourg, on March 8, 2011, published in the Memorial Recueil des Societes et Associations, number 987 on May 12, 2011.

The articles of incorporation have been amended for the last time pursuant to a deed of Maitre Henri HELLINCKX, notary residing in Luxembourg, on November 29, 2018.

ARTICLES OF INCORPORATION AS OF NOVEMBER 29, 2018

INTERPRETATION

1.1.The marginal notes to these articles shall not affect the interpretation hereof. In these articles, unless the subject or the content otherwise provides:

"Articles" shall mean the present articles of association of the Company and all supplementary, amended or substituted articles for the time being in force;

"Associate", in relation to any Director, has the meaning ascribed to it in the Listing Rules;

"Board" shall mean the board of Directors;

"Business Day" means any day on which commercial and financial markets are opened for trading in Luxembourg, in the United States or Hong Kong;

"Chairman" shall mean the chairman presiding from time to time at any meeting of the members or of the Board;

"Companies Ordinance" shall mean the Companies Ordinance (Cap. 32 of the Laws of Hong Kong) as amended from time to time;

"Company" shall mean Samsonite International S.A., a societe anonyme governed by the laws of the Grand Duchy of Luxembourg, having its registered office at 20, Avenue Monterey, L-2163 Luxembourg, in process of registration with the Luxembourg trade and companies register;

"Director" shall mean any member of the board of directors of the Company from time to time;

"Exchange" shall mean The Stock Exchange of Hong Kong Limited;

"Exchange Board Lot" shall mean a standardized number of Shares defined as a trading unit by the Exchange;

"Extraordinary General Meeting" shall mean any general meeting of members held in front of a notary in Luxembourg in accordance with the quorum and majority requirements as set out in these Articles, resolving on an amendment of the articles of association or any other item requiring resolutions of the general meeting to be adopted in front of a Luxembourg notary in accordance with the Luxembourg Companies Law;

"Hong Kong" shall mean the Hong Kong Special Administrative Region of the People's Republic of China;

"Hong Kong Takeovers Code" shall mean the Code on Takeovers and Mergers issued by the Securities and Futures Commission of Hong Kong as amended from time to time;

"Listing Rules" shall mean the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited as amended from time to time;

"Luxembourg" shall mean the Grand-Duchy of Luxembourg;

"Luxembourg Companies Law" shall mean the Luxembourg law of 10 August 1915 on commercial companies, as amended from time to time;

"Managing Director" shall mean any Director entrusted by the Board with the daily management of the Company;

"Month" shall mean a calendar month;

"Register" shall mean the Company's principal Share register maintained in Luxembourg, branch Share register maintained in Hong Kong and any other branch Share

registers which may be established collectively, unless otherwise indicated;

"Secretary" shall mean the person or persons, as the case may be, appointed as company secretary or joint company secretaries of the Company from time to time;

"Share" shall mean a share in the capital of the Company;

"Shareholder(s)" or "member(s)" shall mean the person(s) who are duly registered as the holders from time to time of Shares in the Register including persons who are jointly so registered;

"Special Matter" shall mean any matter subject to approval by Shareholders in general meeting and in respect of which pursuant to the Listing Rules certain Shareholders are required to abstain from voting or are restricted to voting only for or only against;

"Special Resolution" shall mean a resolution passed by no less than a three-quarters of the votes cast by such members as are being entitled to vote in person or by proxy at a general meeting, of which no less than 21 calendar days' notice has been given. The "votes cast" shall not include votes attaching to Shares in respect of which the Shareholder has not taken part in the vote or has abstained or has returned a blank or invalid vote.

2. CORPORATE NAME - REGISTERED OFFICE - DURATION

2.1. There is hereby formed a Luxembourg company in the form of a public limited liability company (a societe anonyme) to exist under the corporate name "Samsonite International S.A.".

2.2. The registered office of the Company shall be located in Luxembourg-City, Grand- Duchy of Luxembourg. The registered office may be transferred within the City of Luxembourg by decision of the Board. Branches or offices both within Luxembourg and abroad may be set up by simple decision of the Board.

2.3. Whenever the Board deems that extraordinary political, economic or social events of such a nature as to interfere with normal activity at the registered office or with easy communication between that registered office and abroad shall occur or shall be imminent, the registered office may be provisionally transferred abroad until the complete cessation of such abnormal circumstances; such decision shall however have no effect on the nationality of the Company which, such provisional transfer notwithstanding, shall remain a Luxembourg company.

2.4. The Company is incorporated for an unlimited period of time.

3. CORPORATE PURPOSE

3.1. The corporate purpose of the Company is the holding of participations, in any form whatsoever, in Luxembourg and foreign companies and any other form of investment, the acquisition by purchase, subscription or in any other manner as well as the transfer by sale, exchange or otherwise of securities of any kind and the administration, control and development of its portfolio.

3.2. It may in particular acquire by way of contribution, subscription, option, purchase or otherwise all and any transferable securities of any kind and realise the same by way of sale, transfer, exchange or otherwise.

3.3. The Company may likewise acquire, hold and assign, as well as license and sub- license all kinds of intellectual property rights, including without limitation, trademarks, patents, copyrights and licenses of all kinds. The Company may act as licensor or licensee and it may carry out all operations which may be useful or necessary to manage, develop and profit from its portfolio of intellectual property rights.

3.4. The Company may borrow and grant all and any support, loans, advances or guarantees to companies in which it holds a direct or indirect participating interest or which form part of the same group of companies as the Company.

3.5. The Company may also carry out any and all operations in relation to its business, both in Luxembourg and abroad, including, but not limited to, the design, manufacture, marketing, importation, exportation, warehousing, distribution and sale of, among others, luggage, bags, travel, and other accessories and related goods, as well as all products and materials used in their manufacture.

3.6. The Company may moreover carry out all and any commercial, industrial and financial operations, both movable and immovable, which may directly or indirectly relate to its own corporate purpose or likely to promote its development or fulfilment.

4. SHARE CAPITAL

4.1. The subscribed share capital of the Company is set at fourteen million three hundred nine thousand four hundred three United States Dollars eighty Cents (USD 14,309,403.80) represented by one billion four hundred thirty million nine hundred forty thousand three hundred eighty (1,430,940,380) Shares with a par value of United States Dollar one Cent (USD 0.01) each.

4.2. The authorised share capital of the Company is set, including the subscribed share capital, at thirty-five million United States Dollars (USD35,000,000.-) represented by three billion five hundred million (3,500,000,000) Shares with a par value of United States Dollars one Cent (USD0.01) each. Subject always to compliance with applicable provisions of the Luxembourg Companies Law, during the period of five years from the date of the publication in the Recueil Electronique des Societes et Associations, of the minutes of the Extraordinary General Meeting approving the renewal of the authorised share capital, the Board is authorised:

(i) to issue Shares, to grant options to subscribe for Shares, to grant restricted share units to receive/subscribe for Shares, and to issue, grant any subscription rights or any other securities or instruments, convertible or exchangeable into Shares, to such persons and on such terms as it shall see fit and specifically to proceed to such issue and/or grant without reserving (i.e., by canceling or limiting) for the existing Shareholders a preferential right to subscribe for the issued Shares or such instruments, and

(ii) to allocate existing Shares without consideration or to issue Shares paid-up out of available reserves (the "Bonus Shares") to employees and to corporate officers (including the directors) of the Company, or certain categories thereof.

When issuing Bonus Shares within the limits of the authorised capital as set forth in Article 4.2 of the Articles, the Board is authorised to proceed to such issue without reserving (ie by cancelling or limiting) for the existing Shareholders a preferential right to subscribe for the issued Shares. The Board is authorised to fix the terms and conditions of the allocation of the Bonus Shares, including the final allocation period and a minimum period during which the Bonus Shares may not be transferred by their respective holder.

The Board is also authorised to allocate existing Shares or to issue the Bonus Shares within the same terms and conditions as described above to (i) employees of companies in which the Company holds, directly or indirectly, at least 10% of the issued share capital or voting rights, (ii) employees of companies which, directly or indirectly, hold at least 10% of the issued share capital or voting rights of the Company, (iii) employees of

companies at least 50% of the issued share capital or voting rights of which are directly or indirectly, held by a company which itself, directly or indirectly, holds at least 50% of the issued share capital of the Company, and (iv) corporate officers (including directors, members of the management board and the supervisory board) of the companies referred to under (i), (ii) and (iii) above, or certain categories thereof.

Moreover, to comply with applicable provisions of the Listing Rules, any issue of Shares, any grant of options to subscribe for Shares, any grant of restricted share units to receive Shares and any issue of any other securities or instruments convertible into Shares by the Board through the authorised share capital authorisation shall be or shall have been specifically approved in advance by a resolution passed by Shareholders at a general meeting of the Company, except as expressly permitted in the Listing Rules.

4.3 The Company may, to the extent and under the terms permitted by law and these Articles, redeem its own Shares.

4.4 Subject to the provisions of these Articles and to any direction that may be given by the Company in a general meeting and without prejudice to any special rights conferred on the holders of any existing Shares or attaching to any class of Shares and upon the passing of a resolution at an Extraordinary General Meeting, any Share may be issued with or have attached thereto such preferred, deferred, qualified or other special rights or restrictions, whether in regard to dividend, voting, return of capital or otherwise, and to such persons at such times and for such consideration as the Board may propose to the Extraordinary General Meeting for approval. Subject to the Luxembourg Companies Law and to any special rights conferred on any Shareholders or attaching to any class of Shares, any Share may, with the sanction of a Special Resolution, be issued on terms (which will be specified upon and as a condition of its issue) that it is or at the option of the Company is or at the option of the holder thereof is (as the case may be as will be specified upon and as a condition of its issue), liable to be redeemed. As of the date of incorporation of the Company, the Company does not have any redeemable shares in issue.

4.5 Subject to the Listing Rules, the Board may within the limits of the authorised share capital issue warrants to subscribe for any class of Shares or other securities of the Company on such terms as it may from time to time determine. No warrants shall be issued to bearer for so long as a recognised clearing house (in its capacity as such) is a member of the Company. Where warrants are issued to bearer, no new warrant shall be issued to replace one that has been lost unless the Board is satisfied beyond reasonable doubt that the original has been destroyed and the Company has received an indemnity in such form as the Board shall think fit with regard to the issue of any such new warrant.

4.6 If at any time the share capital of the Company is divided into different classes of Shares, all or any of the rights attaching to any class of Shares for the time being issued (unless otherwise provided for in the terms of issue of the Shares of that class) may be varied or abrogated with the consent in writing by members holding not less than three- quarters in nominal value of the issued Shares of that class at an Extraordinary General Meeting, in addition to the approval of such variation and/or abrogation by Special Resolution passed by Shareholders at that Extraordinary General Meeting. The quorum for the purposes of any such Extraordinary General Meeting shall be a person or persons together holding (or representing by proxy or duly authorised representative) at the date of the relevant meeting not less than half of the nominal value of the issued Shares of that class and half of the nominal value of all issued Shares.

4.7 The special rights conferred upon the holders of such Shares of any class shall not, unless otherwise expressly provided in the rights attaching to or the terms of issue of such Shares, be deemed to be varied by the creation or issue of further Shares ranking pan