Samsonite Revises Articles of Association, Confirms USD 35 Million Authorised Capital and Five-Year Share Issuance Mandate

Samsonite Group S.A. (Samsonite) released its coordinated Articles of Association dated 19 March 2026, outlining an updated corporate and capital framework following shareholder approval.

Key capital figures • Subscribed share capital is set at USD 14.66 million, represented by 1.47 billion ordinary shares with a par value of USD 0.01 each. • Authorised share capital totals USD 35.00 million, allowing for the issuance of up to 3.50 billion shares. • For the five-year period starting from publication of the Extraordinary General Meeting minutes, the Board is authorised to issue shares, grant options, restricted share units or other convertible instruments, and to cancel or limit existing shareholders’ pre-emptive rights.

Equity incentives • The Board may allocate “Bonus Shares” without consideration or issue shares paid from reserves to employees, directors and specified affiliates. • Existing shares or Bonus Shares can also be awarded to employees and officers of subsidiaries and related companies holding specified ownership thresholds.

Share repurchases and redemptions • Samsonite may redeem its own shares and purchase warrants, subject to Luxembourg law and relevant exchange regulations. • Shares may be issued as redeemable, with redemption permitted out of distributable profits or proceeds from new issues.

Corporate governance highlights • The Board must comprise at least three members, each serving a three-year term and eligible for re-election. • Daily management can be delegated to one or more directors or officers. • The company will hold its annual general meeting within six months of each financial year-end (31 December). • Resolutions on “Special Matters” require approval of more than 75 % of votes cast by eligible shareholders.

Other provisions • The company’s purpose includes holding investments and conducting global design, manufacturing and distribution activities primarily in luggage, bags and related accessories. • Samsonite is incorporated for an unlimited duration, with power to establish domestic and overseas branches, borrow, lend and grant guarantees to group entities. • Statutory auditors (including at least one approved statutory auditor) are appointed annually, and any change requires shareholder approval.

These revisions formalise Samsonite’s capital headroom and strengthen flexibility around equity financing, employee incentives and corporate governance structures under Luxembourg law.