PROPOSAL 2. Approval and Ratification of Appointment of Independent Auditors

        The Board of Directors desires to obtain from the Company's stockholders an indication of their approval or disapproval of the Board's action in appointing KPMG LLP as independent auditors of the Company and its subsidiaries for the Company's fiscal year 2003 (year ending January 31, 2003).

        The Board of Directors reviewed the performance of KPMG LLP in prior years as well as the firm's reputation for integrity and competence in the fields of accounting and auditing. Based on such review, the Board of Directors approved the appointment of KPMG LLP as independent auditors.

        Representatives of KPMG LLP will be present at the Annual Meeting and will have the opportunity to make such statements as they may desire. They will also be available to respond to any questions from stockholders.

Audit Fees

        Audit fees billed to the Company by KPMG LLP during the Company's 2002 fiscal year for the audit of the Company's annual financial statements and for review of the Company's financial statements included in the Company's quarterly reports on Form 10-Q totaled approximately $969,000. The Company did not engage KPMG LLP to provide advice to the Company regarding financial information systems design and implementation during the fiscal year ended January 31, 2002. Fees billed to the Company by KPMG LLP during the Company's fiscal year ended January 31, 2002 for all other non-audit services rendered to the Company, including tax related services, totaled approximately $222,000.

        The affirmative vote of a majority of the shares present in person or by proxy and entitled to vote with respect to Proposal 2 is required for its approval. In tabulating the vote for Proposal 2, abstentions will have the same effect as a negative vote and broker non-votes, if any, will be disregarded and will have no effect on the outcome of the vote. The Board of Directors recommends a vote FOR the following resolution, which will be proposed at the meeting:

"RESOLVED, that the appointment, by the Board of Directors of the Company, of KPMG LLP as independent auditors of the Company and its subsidiary companies, for the fiscal year 2003, be and hereby is approved and ratified."

        In the event the resolution is defeated, the adverse vote will be considered a direction to the Board of Directors to select other auditors for the following year. However, because of the difficulty and cost of making any substitution of auditors, it is contemplated that the appointment for the fiscal year 2003 will be permitted to stand unless the Board finds other good reasons for such a change.

DIRECTORS

        Information regarding the three persons who are nominated for election is provided under PROPOSAL 1 included elsewhere herein. The following directors are serving terms expiring in future years and are not up for election at the 2002 Annual Meeting. The terms of directors Robert H. Falk, Mark H. Rachesky, M.D. and Emmanuel Cueff expire in 2003. The terms of Bernard Attal, Leon D. Black, Luc Van Nevel and Johan Tack expire in 2004.

        Bernard Attal. Age 38.     Mr. Attal has been a director of the Company since March 1996. Mr. Attal is the Managing Member of Heights Enterprises LLC, which acts as a financial advisor and a representative for certain European institutional investors with respect to their investments in the United States. From 1992 to 1995, Mr. Attal was a Vice President at Credit Lyonnais Securities. Prior to 1992, Mr. Attal was Chief Financial Officer of Altus Patrimoine & Gestion, a money management firm. Mr. Attal is a director of New California Life Holdings, Inc., the Florsheim Group, Inc, and Aurora National Life Insurance.

        Leon D. Black. Age 50.     Mr. Black has been a director of the Company since 1993. Mr. Black is one of the founding principals of Apollo Advisors, L.P., which, together with its affiliates, acts as managing general partner of the Apollo Funds and of Apollo Real Estate Advisors, L.P., which serves as managing general partner of the Apollo Real Estate Investment Funds, private real estate oriented investment funds. Mr. Black is also a director of AMC Entertainment, Inc., Allied Waste Industries, Inc., Wyndham International, Inc., Vail Resorts, Inc., Sequa Industries, Inc., and United Rentals Industries, Inc.

        Emmanuel Cueff. Age 47.     Mr. Cueff has been a director of the Company since February 2000. Mr. Cueff has been General Secretary of Artemis S.A., since June 1994 and director of Artemis S.A. since February 28, 2002. Artemis S.A. is the parent company of the French retailing company, Pinault Printemp Redoute. Mr. Cueff is also a director of various subsidiaries of Artemis S.A., including Bouygues Constructions. Mr. Cueff is also Chairman of EPS, manager of Le Point Development, Chief Executive Officer of Arok International, Director of Le Stade Rennais Football Club, the AgeFi Group and Yves Saint Laurent Haute Couture. Prior to joining Artemis S.A., Mr. Cueff was in charge of budget and development at Indosuez Bank from 1987 through 1994.

        Robert H. Falk. Age 63.     Mr. Falk has been a director of the Company since 1993. Mr. Falk has been an officer since April 1992 of Apollo Capital Management, Inc. and Lion Capital Management, Inc., which respectively act as general partners of Apollo Advisors, L.P. and Lion Advisors, L.P. Mr. Falk is a limited partner of Apollo Advisors, L.P., which, together with its affiliates, acts as managing general partner for Apollo Investment Fund, L.P., AIF II, L.P., Apollo Investment Fund III, L.P., and Apollo Investment Fund IV, L.P. (the "Apollo Funds"), private securities investment funds, and a limited partner of Lion Advisors, L.P., which acts as financial advisor to and representative for certain institutional investors with respect to securities investments. Prior to 1992, Mr. Falk was a partner in the law firm of Skadden, Arps, Slate, Meagher & Flom LLP. Mr. Falk is a director of Converse, Inc. and the Florsheim Group, Inc.

        Mark H. Rachesky, M.D. Age 43.     Dr. Rachesky has been a director of the Company since 1993. Dr. Rachesky is the founder of various investment funds which invest in distressed securities, including MHR Capital Partners LP and MHR Institutional Partners LP. He is the principal owner and President of the general partners and investment manager of such investment funds. From February 1, 1990 through June 11, 1996, Dr. Rachesky was employed by Icahn Holding Corporation, where he served as the sole Managing Director the last three years, and in such capacity, acted as Carl C. Icahn's chief investment advisor. From June 1987 to January 1990, Dr. Rachesky was employed by an affiliate of the Robert M. Bass Group, where he was involved in financing and investment activity. Dr. Rachesky is a director of Neose Technologies, Inc. and Keryx Biopharmaceuticals, Inc.

        Johan Tack. Age 50.     Mr. Tack was Managing Director of Fortis Bank N.V. headquartered in Brussels, Belgium, from 1998 until November 2000. From 1994 to 1998, Mr. Tack was Managing Director of Generale Bank N.V., the predecessor entity to Fortis Bank N.V. Prior to 1994, Mr Tack held various management positions with Generale Bank N.V. Mr. Tack is also a director of City Hotels, Brains in Motion and Catey Asset Management and Vice Chairman of the Board of Quest for Growth.

        Luc Van Nevel. Age 55.     Mr. Van Nevel was elected as President of the Company in February 1998 and became Chief Executive Officer and a Director in May 1998. Prior to that time, Mr. Van Nevel held various positions including Chief Operating Officer (since September 1997) and President of Samsonite Europe N.V. (since 1989). Since 1984, he has held the additional position of Managing Director of Samsonite Europe N.V. He joined Samsonite Europe N.V. in 1975 as Manager, Financial Planning and progressed to the position of Controller before being promoted to President of Samsonite Europe in 1989. Mr. Van Nevel worked in audit positions with Touche Ross & Co. in Europe for five years before joining Samsonite.

EXECUTIVE OFFICERS

        Executive officers of the Company are elected by and serve at the discretion of the Board of Directors. Set forth below is certain information regarding each named executive officer as of April 30, 2002, except for Mr. Van Nevel whose biography appears above.

        Thomas R. Sandler. Age 55.     Mr. Sandler was appointed President of the Americas division of Samsonite effective March 1998. Prior to that Mr. Sandler was the Chief Financial Officer and Treasurer of Samsonite since May 1, 1995. Prior to joining Samsonite, Mr. Sandler was the managing partner of the Denver office of BDO Seidman, an international public accounting firm, since July 1, 1994. Prior to joining BDO Seidman, Mr. Sandler was an audit and consulting partner in the international public accounting firm of KPMG LLP, specializing in corporate restructurings.

        Richard H. Wiley. Age 45.     Mr. Wiley has been Chief Financial Officer, Treasurer and Secretary of Samsonite since March 1998. Prior to that Mr. Wiley was Chief Financial Officer of the Americas division of Samsonite and Assistant Treasurer since May 15, 1995. Prior to joining Samsonite, Mr. Wiley was an audit and consulting senior manager with BDO Seidman, an international public accounting firm, since July 1994. Prior to that, Mr. Wiley was with KPMG LLP since 1982, working in the audit and consulting areas.

        Karlheinz Tretter. Age 59.     Mr. Tretter has been Managing Director of Samsonite Europe N.V. since May 1994 and President of Samsonite Asia since February 1998. Mr. Tretter was President of Samsonite Europe N.V. from October 1997 to November 2000. Prior to that Mr. Tretter was Vice President of Samsonite Europe N.V. since May 1994. From 1990 until 1994, Mr. Tretter has served as Vice President of Marketing and/or Sales for Samsonite Europe.

        Giuseppe Fremder. Age 49.     Mr. Fremder was appointed President of Samsonite SpA, Samsonite's Italian subsidiary, in October 1997. In addition, Mr. Fremder has served as Managing Director of Samsonite SpA and its predecessor, Samsonite Italy Srl., since it was founded in 1984. In 2000, Mr. Fremder was appointed President of Samsonite black label, the world-wide fashion division of Samsonite Corporation.

        Marc Matton. Age 53.     Mr. Matton was appointed President and Managing Director of Samsonite Europe in November 2000. Prior to that, Mr. Matton was Vice President Marketing and Sales at Samsonite Europe N.V. since 1995 and additionally, General Manager Softside Division beginning in 1998. From 1991 until 1995, Mr. Matton served as Sales Director for Samsonite Europe.

        L. C. Ross. Age 55.     Mr. Ross was appointed Vice President—Legal, General Counsel and Assistant Secretary of the Company in October 2000. Prior to that, from October 1997 until joining Samsonite, Mr. Ross represented private clients in transactions such as mergers, acquisitions, joint ventures and major contracts. From October 1980 to October 1997, Mr. Ross was Vice President, Secretary and General Counsel of Total Petroleum, Inc., the North American oil refining and marketing affiliate of TOTAL, a major oil company based in Paris, France. Prior to October 1980, Mr. Ross served as Vice President, General Counsel and Secretary of Vickers Petroleum Corporation in Wichita, Kansas. Mr. Ross has practiced corporate law since 1974 and is admitted to practice in the state and federal courts in Colorado.