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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)
POLL RESULTS OF THE ANNUAL GENERAL MEETING
HELD ON THURSDAY, JUNE 6, 2019
AND
CASH DISTRIBUTION
At the annual general meeting (the "Annual General Meeting") of Samsonite International S.A. (the "Company") held on June 6, 2019, all the proposed resolutions as set out in the notice of the Annual General Meeting dated April 16, 2019 were taken by poll. The poll results are as follows:
Number of Votes | |||||||
Ordinary Resolutions | (Approximate % of total shares voted) | ||||||
For | Against | ||||||
1. | To receive and adopt the audited statutory accounts | 1,081,455,751 | 34,633,379 | ||||
and audited consolidated financial statements of the | (96.896898%) | (3.103102%) | |||||
Company and the reports of the directors of the | |||||||
Company (the "Directors") and auditors for the year | |||||||
ended December 31, 2018. | |||||||
2. | To approve the allocation of the results of the | 1,116,089,130 | 0 | ||||
Company for the year ended December 31, 2018. | (100%) | (0%) | |||||
3. | To declare a cash distribution to the shareholders of | 1,116,090,630 | 0 | ||||
the Company in an amount of one hundred and twenty | (100%) | (0%) | |||||
five | million | United | States | dollars | |||
(US$125,000,000.00) out of the Company's ad hoc | |||||||
distributable reserve. | |||||||
4. | (a) To re-elect Mr. Timothy Charles Parker as an Non- | 977,757,432 | 103,665,320 | ||||
executive Director for a period of three years | (90.413988%) | (9.586012%) | |||||
expiring upon the holding of the annual general | |||||||
meeting of the Company to be held in 2022. | |||||||
(b) To re-elect Mr. | Paul Kenneth Etchells | as an | 1,067,965,789 | 48,123,341 | |||
Independent Non-executive Director for a period | (95.688217%) | (4.311783%) | |||||
of three years expiring upon the holding of the | |||||||
annual general meeting of the Company to be held in | |||||||
2022. | |||||||
(c) To re-electMr. Bruce Hardy McLain (Hardy) as an | 1,103,692,490 | 12,396,640 | |||||
Independent Non-executive Director for a period | (98.889279%) | (1.110721%) | |||||
of three years expiring upon the holding of the | |||||||
annual general meeting of the Company to be held in | |||||||
2022. | |||||||
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5. | To renew the mandate granted to KPMG Luxembourg | 1,079,784,275 | 36,304,855 |
to act as approved statutory auditor (réviseur | (96.747137%) | (3.252863%) | |
d'entreprises agréé) of the Company for the year | |||
ending December 31, 2019. | |||
6. | To re-appoint KPMG LLP as the external auditor of | 1,074,479,675 | 41,609,455 |
the Company to hold office from the conclusion of | (96.271852%) | (3.728148%) | |
the Annual General Meeting until the next annual | |||
general meeting of the Company. | |||
7. | To give a general mandate to the Directors to issue | 996,807,247 | 119,281,883 |
additional shares of the Company not exceeding 10 | (89.312513%) | (10.687487%) | |
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 dated April 16, | |||
2019 ("Annual General Meeting Circular")). | |||
8. | To give a general mandate to the Directors to | 1,112,044,810 | 1,962,176 |
repurchase shares of the Company not exceeding 10 | (99.823863%) | (0.176137%) | |
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). | |||
9. | To grant a mandate to the Directors to grant awards of | 839,640,687 | 272,648,595 |
restricted share units ("RSUs") pursuant to the Share | (75.487618%) | (24.512382%) | |
Award Scheme in respect of a maximum of 8,534,685 | |||
new ordinary shares of the Company ("Shares") and | |||
to issue the Shares underlying the RSUs granted | |||
pursuant to the Share Aware Scheme (in accordance | |||
with the terms and conditions described in the Annual | |||
General Meeting Circular). | |||
10. | To amend the Share Award Scheme, details of the | 842,953,303 | 271,559,279 |
clarificatory amendment being set out in the Annual | (75.634256%) | (24.365744%) | |
General Meeting Circular. | |||
11. | Subject to the passing of the resolution numbered 9 | 804,665,433 | 307,623,849 |
above, to (i) approve the grant of RSUs pursuant to | (72.343180%) | (27.656820%) | |
the Share Award Scheme in respect of an aggregate of | |||
up to 1,990,920 Shares to Mr. Kyle Francis Gendreau | |||
in accordance with the terms of the Share Award | |||
Scheme, subject to all applicable laws, rules and | |||
regulations and applicable award document(s), and | |||
(ii) to give authority to the Directors to exercise the | |||
powers of the Company under the mandate granted to | |||
the Directors to grant RSUs referred to in the | |||
resolution numbered 9 above to give effect to such | |||
grant of RSUs. | |||
12. | Subject to the passing of the resolution numbered 9 | 840,725,859 | 273,139,271 |
above, to (i) approve the grant of RSUs pursuant to | (75.478246%) | (24.521754%) | |
the Share Award Scheme in respect of an aggregate of | |||
up to 2,744,605 Shares to the Other Connected | |||
Participants (as defined in the Annual General | |||
Meeting Circular) in accordance with the terms of the | |||
Share Award Scheme, subject to all applicable laws, | |||
rules and regulations and applicable award | |||
document(s), and (ii) to give authority to the Directors | |||
to exercise the powers of the Company under the | |||
mandate granted to the Directors to grant RSUs | |||
referred to in the resolution numbered 9 above to give | |||
effect to such grant of RSUs. | |||
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Number of Votes | |||
Special Resolutions | (Approximate % of total shares voted) | ||
For | Against | ||
13. | To approve the discharge granted to the Directors and | 1,112,109,609 | 3,755,121 |
the approved statutory auditor (réviseur d'entreprises | (99.663479%) | (0.336521%) | |
agréé) of the Company for the exercise of their | |||
respective mandates during the year ended December | |||
31, 2018. | |||
14. | To approve the remuneration to be granted to certain | 1,056,253,816 | 57,612,009 |
Directors of the Company. | (94.827742%) | (5.172258%) | |
15. | To approve the remuneration to be granted to KPMG | 1,081,455,752 | 34,633,378 |
Luxembourg as the approved statutory auditor | (96.896899%) | (3.103101%) | |
(réviseur d'entreprises agréé) of the Company. | |||
Notes:
As more than 50% of the votes were cast in favour of each of the ordinary resolutions numbered 1 to 12 and not less than 75% of the votes were cast in favour of each of the special resolutions numbered 13 to 15, all resolutions were duly passed.
As at the date of the Annual General Meeting, the total number of issued shares of the Company was 1,431,008,752 Shares, which was the total number of Shares entitling the holders to attend and vote for or against the resolutions at the Annual General Meeting. There were no Shares entitling the holders to attend and abstain from voting in favour at the Annual General Meeting 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").
12 shareholders who are connected persons of the Company as defined in the Annual General Meeting Circular ("Connected Participants") and their respective associates holding an aggregate of 2,067,702 Shares, abstained from voting on the ordinary resolutions numbered 9 and 10 at the Annual General Meeting.
Mr. Kyle Francis Gendreau and his associates, holding an aggregate of 1,575,848 Shares, abstained from voting on the ordinary resolution numbered 11 at the Annual General Meeting as stated in the Annual General Meeting Circular.
The Other Connected Participants (as defined in the Annual General Meeting Circular) and their respective associates, holding an aggregate of 491,854 Shares, abstained from voting on the ordinary resolution numbered 12 at the Annual General Meeting.
Saved as disclosed above, no shareholder of the Company was required under the Listing Rules to abstain from voting on the resolutions at the Annual General Meeting and none of the shareholders had stated his intention in the Annual General Meeting Circular to vote against or to abstain from voting on any of the resolutions at the Annual General Meeting.
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 Annual General Meeting.
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CASH DISTRIBUTION TO SHAREHOLDERS
A cash distribution to the shareholders in the amount of approximately US$0.0873 per share, representing a total distribution of US$125,000,000.00 to be made from the Company's ad hoc distributable reserve on July 16, 2019 as approved in the above ordinary resolution numbered 3 at the Annual General Meeting (the "Distribution"). The payment of the Distribution shall be made in US Dollars, except that payment to shareholders whose names appear on the register of members in Hong Kong shall be paid in Hong Kong Dollars. The relevant exchange rate shall be the opening buying rate of HK$ 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 6, 2019 (US$1 = HK$7.8110). Accordingly, the amount of cash distribution payable in Hong Kong Dollars will be approximately HK$0.6819 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 6, 2019
As of the date of this announcement, the executive Director is Kyle Francis Gendreau, the non-executive Directors are Timothy Charles Parker and Tom Korbas and the independent non-executive Directors are Paul Kenneth Etchells, Jerome Squire Griffith, Keith Hamill, Bruce Hardy McLain (Hardy) and Ying Yeh.
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Samsonite International SA published this content on 06 June 2019 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 06 June 2019 14:32:05 UTC