Samsonite updates articles of incorporation, share capital changes effective 2025

Samsonite Group S.A., a Luxembourg-based public limited liability company, announced updated Articles of Incorporation, effective November 7, 2025. The company's subscribed share capital is set at $14,640,658.40, represented by 1,464,065,840 shares with a par value of $0.01 each. The authorized share capital, including the subscribed capital, is $35,000,000, comprising 3,500,000,000 shares, also with a par value of $0.01 each. The board is authorized for five years from the publication date to issue shares, grant options, and restricted share units, as well as allocate existing or issue new "Bonus Shares" to employees and corporate officers, with a preferential right waiver for existing shareholders.

The Articles outline the company's purpose, including holding participations in Luxembourg and foreign companies, acquiring and transferring securities, and managing its portfolio. The board of directors, consisting of at least three members, is responsible for daily management and may delegate powers. All matters not expressly reserved for general meetings fall within the board's competence. General meetings require specific notice periods—21 days for annual general meetings and special resolutions, and 14 days for other meetings—unless shorter notice is agreed upon by shareholders. All resolutions at general meetings are passed by a simple majority of votes cast, except for special matters requiring a three-quarters majority.