Samsonite Group S.A. (Samsonite, 01910) has issued the notice for its Annual General Meeting, to be held on 4 June 2026 at its Luxembourg headquarters and via video conference in Hong Kong. Key resolutions to be tabled include the following:
1. Financial statements and dividend • Shareholders will be asked to adopt the audited statutory accounts and consolidated financial statements for the year ended 31 December 2025. • The board proposes a dividend distribution totalling US$140.00 million, subject to shareholder approval. The share register will close from 17–22 June 2026 for dividend entitlement.
2. Board changes • Chairman Timothy Charles Parker will retire as a director at the conclusion of the meeting. • Chief Executive Officer Kyle Francis Gendreau is nominated for re-election for a three-year term, ending at the 2029 AGM. • Sameer Suneja is proposed for election as a director for the same three-year term.
3. Auditor appointments • Renewal of KPMG Audit S.à r.l. as approved statutory auditor for FY 2026, with authority for the board or its Audit Committee to set remuneration. • Re-appointment of KPMG LLP as external auditor until the next AGM, with remuneration to be determined by the board or Audit Committee.
4. Capital management mandates • General issuance mandate: authority to issue new shares or convertible securities up to 10% of the existing issued share capital (excluding treasury shares), at a discount not exceeding 10% to the benchmarked price. • Share buy-back mandate: authority to repurchase up to 10% of issued shares within a price range of HK$5–HK$40 per share and not exceeding 5% above the five-day average closing price. • Specific mandate for a potential dual US listing: authority to issue up to an additional 10% of share capital (within the overall limit above) at a discount capped at 15% to the last closing price and 20% to the benchmarked price; valid until the dual listing is completed or the 2027 AGM, whichever is earlier.
5. Share-based incentives • Proposed grant of up to 6.75 million restricted share units (RSUs) and 2.84 million time-based RSUs (TRSUs) to CEO Kyle Francis Gendreau under the 2022 Share Award Scheme. • Amendments to the 2022 Share Award Scheme will be put to vote, effective upon completion of the potential dual listing.
6. Discharges and remuneration • Resolutions will seek shareholder approval to discharge directors and the statutory auditor for their 2025 mandates and to approve directors’ remuneration.
Administrative details • The shareholder register will be closed from 29 May to 4 June 2026, inclusive, for AGM attendance eligibility. Proxy forms must be lodged at Computershare Hong Kong Investor Services or the Luxembourg registered office at least 48 hours before the meeting.
The AGM resolutions will be decided by poll, with results published on the websites of Hong Kong Exchanges and Clearing Limited and Samsonite after the meeting.
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