SAMSONITE INTERNATIONAL S.A. 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 159469
(Incorporated in Luxembourg with limited liability)
(Stock code: 1910)
POLL RESULTS OF THE ANNUAL GENERAL MEETING HELD ON THURSDAY, JUNE 4, 2015 AND CASH DISTRIBUTIONAt the annual general meeting (the "Annual General Meeting") of Samsonite International S.A. (the "Company") held on June 4, 2015, all the proposed resolutions as set out in the notice of the AGM dated April 24, 2015 were taken by poll. The poll results are as follows:
Ordinary Resolutions | Number of Votes (Approximate % of total shares voted) | ||
Ordinary Resolutions | For | Against | |
1. | To receive and adopt the audited statutory accounts and audited consolidated financial statements of the Company and the reports of the directors of the Company (the "Directors") and auditors for the year ended December 31, 2014. | 1,005,378,594 (99.979355%) | 207,600 (0.020645%) |
2. | To approve the allocation of the results of the Company for the year ended December 31, 2014. | 1,005,586,194 (100%) | 0 (0%) |
3. | To declare a cash distribution to the shareholders of the Company in an amount of eighty-eight million United States Dollars (US$88,000,000.00) out of the Company's distributable ad hoc reserve. | 1,005,586,194 (100%) | 0 (0%) |
4. | (a) To re-elect Ramesh Dungarmal Tainwala as executive director for a period of three years. | 1,004,896,195 (99.931383%) | 689,999 (0.068617%) |
4. | (b) To re-elect Miguel Kai Kwun Ko as independent non-executive director for a period of three years. | 1,001,870,494 (99.971591%) | 284,700 (0.028409%) |
4. | (c) To re-elect Keith Hamill as independent non- executive director for a period of three years. | 1,001,870,494 (99.630494%) | 3,715,700 (0.369506%) |
5. | To renew the mandate granted to KPMG Luxembourg to act as approved statutory auditor (réviseur d'entreprises agréé) of the Company for the year ending December 31, 2015. | 1,002,767,875 (99.719734%) | 2,818,319 (0.280266%) |
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6. | To re-appoint KPMG LLP as the external auditor of the Company to hold office from the conclusion of the Annual General Meeting until the next annual general meeting of the Company. | 999,336,875 (99.718774%) | 2,818,319 (0.281226%) |
7. | To give a general mandate to the Directors to issue additional shares of the Company not exceeding 10 per cent. of the total number of issued Shares of the Company as at the date of this resolution (in accordance with the terms and conditions described in the Annual General Meeting circular). | 875,921,392 (89.547829%) | 102,238,998 (10.452171%) |
8. | To give a general mandate to the Directors to repurchase shares of the Company not exceeding 10 per cent. of the total number of issued Shares of the Company as at the date of this resolution (in accordance with the terms and conditions described in the Annual General Meeting circular). | 1,005,188,395 (100%) | 0 (0%) |
Special Resolutions | Number of Votes (Approximate % of total shares voted) | ||
Special Resolutions | For | Against | |
9. | To approve the discharge granted to the Directors and the approved statutory auditor (réviseur d'entreprises agréé) of the Company for the exercise of their respective mandates during the year ended December 31, 2014. | 987,977,019 (99.018114%) | 9,797,000 (0.981886%) |
10. | To approve the remuneration to be granted to certain Directors of the Company. | 1,002,155,194 (99.658806%) | 3,431,000 (0.341194%) |
11. | To approve the remuneration to be granted to KPMG Luxembourg as the approved statutory auditor (réviseur d'entreprises agréé) of the Company. | 1,002,370,076 (99.680175%) | 3,216,118 (0.319825%) |
Notes:
As more than 50% of the votes were cast in favour of each of the ordinary resolutions numbered 1 to
8 and not less than 75% of the votes were cast in favour of each of the special resolutions numbered 9 to 11, all resolutions were duly passed.
As at the date of the Annual General Meeting, the total number of issued shares of the Company is
1,409,728,153 ordinary shares of US$0.01 each, which was the total number of shares entitling the holders to attend and vote for or against the resolutions at the AGM. There were no shares entitling the holders to attend and abstain from voting in favour at the AGM as set out in rule 13.40 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules").
No shareholder of the Company was required under the Listing Rules to abstain from voting on the resolutions at the AGM. None of the shareholders has stated their intention in the Company's circular dated April 24, 2015 to vote against or to abstain from voting on any of the resolutions at the AGM.
The Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services
Limited, acted as the scrutineer for the vote-taking at the AGM.
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CASH DISTRIBUTION TO SHAREHOLDERS
A cash distribution to the shareholders in the amount of approximately US$0.0624 per share, representing a total distribution of US$88,000,000 to be made from the Company's ad hoc distributable reserve on July 13, 2015 (Monday) was approved in the above ordinary resolution no. 3 at the AGM (the "Distribution"). The payment of the Distribution shall be made in US Dollars, except that payment to shareholders whose names appear on the register of members in Hong Kong shall be paid in Hong Kong Dollars. The relevant exchange rate shall be the opening buying rate of HK$ to US$ as announced by the Hong Kong Association of Banks (www.hkab.org.hk) on the day of the approval of the Distribution, i.e., June 4, 2015 (US$1 = HK$7.7235). Accordingly, the amount of cash distribution payable in Hong Kong Dollars will be approximately HK$0.4821 per share.
The payment of the Distribution will not be subject to withholding tax under Luxembourg law.
By Order of the Board SAMSONITE INTERNATIONAL S.A. Timothy Charles Parker
Chairman
Luxembourg, June 4, 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, Keith Hamill, Miguel Kai Kwun Ko, Bruce Hardy McLain (Hardy) and Ying Yeh.
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