Samsonite Group S.A. — Share Issue/Capital Change 2019

Mar 5, 2019

HKEX

香港交易所

Monthly Return of Equity Issuer on Movements in Securities

For the month ended
(dd/mm/yyyy) :
28/02/2019

To : Hong Kong Exchanges and Clearing Limited

Name of Issuer
Samsonite International S.A.

Date Submitted
5 March 2019

I. Movements in Authorised Share Capital

1. Ordinary Shares

(1) Stock code : 1910 Description : Ordinary Shares
	No. of ordinary shares	Par value (State currency)	Authorised share capital (State currency)
Balance at close of preceding month	3,500,000,000*	US$0.01	US$35,000,000.00**
Increase/(decrease)	---		---
Balance at close of the month	3,500,000,000*	US$0.01	US$35,000,000.00**
(2) Stock code : N/A Description :
	No. of ordinary shares	Par value (State currency)	Authorised share capital (State currency)
Balance at close of preceding month
Increase/(decrease)
Balance at close of the month

• This figure represents both issued and unissued shares that are authorised. The number of authorised but unissued shares is 2,069,039,620 (see remarks below).
  ** This figure represents both issued and unissued share capital that are authorised. The authorised but unissued share capital is US$20,690,396.20 (see remarks below).

---

1. Preference Shares

Stock code: N/A Description:
	No. of preference shares	Par value (State currency)	Authorised share capital (State currency)
Balance at close of preceding month
Increase/(decrease)
Balance at close of the month

1. Other Classes of Shares

Stock code: N/A Description:
	No. of other classes of shares	Par value (State currency)	Authorised share capital (State currency)
Balance at close of preceding month
Increase/(decrease)
Balance at close of the month

Total authorised share capital at the end of the month (State currency): US$35,000,000.00**

** This figure represents both issued and unissued share capital that are authorised. The authorised but unissued share capital is US$20,690,396.20 (see remarks below).

---

II. Movements in Issued Share Capital

	No. of ordinary shares		No. of preference shares	No. of other classes of shares
	(1)	(2)
Balance at close of preceding month	1,430,940,380	N/A	N/A	N/A
Increase/ (decrease) during the month	20,000	N/A	N/A	N/A
Balance at close of the month	1,430,960,380	N/A	N/A	N/A

III. Details of Movements in Issued Share Capital

Share Options (under Share Option Schemes of the Issuer)

Particulars of share option scheme including EGM approval date (dd/mm/yyyy) and class of shares issuable	Movement during the month				No. of new shares of issuer issued during the month pursuant thereto	No. of new shares of issuer which may be issued pursuant thereto as at close of the month
	Granted	Exercised	Cancelled	Lapsed
1. Share Award Scheme Approved on 14/09/2012 #
Ordinary shares (Note 1)	0	20,000	0	51,186	20,000	35,580,108
2. N/A
( / / ) shares
(Note 1)
			Total A. (Ordinary shares)		20,000
			(Preference shares)		N/A
			(Other class)		N/A
Total funds raised during the month from exercise of options (State currency)			HK$347,200.00

For additional information related to the Company's Share Award Scheme, please refer to the Company's circulars published on 23/8/12, 23/4/18 and 3/9/18 and announcements on 8/1/13, 7/7/13, 7/1/14, 30/5/14, 7/1/15, 1/9/15, 6/5/16, 11/5/16, 16/6/16, 26/5/17, 11/10/18 and 4/12/18.

---

Warrants to Issue Shares of the Issuer which are to be Listed

| Description of warrants
(Date of expiry - dd/mm/yyyy) | Currency of nominal value | Nominal value at close of preceding month | Exercised during the month | Nominal value at close of the month | No. of new shares of issuer issued during the month pursuant thereto | No. of new shares of issuer which may be issued pursuant thereto as at close of the month |
| --- | --- | --- | --- | --- | --- | --- |
| 1. N/A | | | | | | |
| ( / / ) | | | | | | |
| Stock code (if listed) | | | | | | |
| Class of shares issuable (Note 1) | | | | | | |
| Subscription price
EGM approval date (if applicable)
(dd/mm/yyyy) | ( / / ) | | | | | |
| 2. N/A | | | | | | |
| ( / / ) | | | | | | |
| Stock code (if listed) | | | | | | |
| Class of shares issuable (Note 1) | | | | | | |
| Subscription price
EGM approval date (if applicable)
(dd/mm/yyyy) | ( / / ) | | | | | |
| 3. N/A | | | | | | |
| ( / / ) | | | | | | |
| Stock code (if listed) | | | | | | |
| Class of shares issuable (Note 1) | | | | | | |
| Subscription price
EGM approval date (if applicable)
(dd/mm/yyyy) | ( / / ) | | | | | |
| 4. N/A | | | | | | |
| ( / / ) | | | | | | |
| Stock code (if listed) | | | | | | |
| Class of shares issuable (Note 1) | | | | | | |
| Subscription price
EGM approval date (if applicable)
(dd/mm/yyyy) | ( / / ) | | | | | |
| Total B. (Ordinary shares) N/A | | | | | | |
| (Preference shares) N/A | | | | | | |
| (Other class) N/A | | | | | | |

---

Convertibles (i.e. Convertible into Shares of the Issuer which are to be Listed)

Class and description	Currency of amount outstanding	Amount at close of preceding month	Converted during the month	Amount at close of the month	No. of new shares of issuer issued during the month pursuant thereto	No. of new shares of issuer which may be issued pursuant thereto as at close of the month
1. N/A
Stock code (if listed)
Class of shares issuable (Note 1)
Subscription price EGM approval date (if applicable) (dd/mm/yyyy)	( / / )
2. N/A
Stock code (if listed)
Class of shares issuable (Note 1)
Subscription price EGM approval date (if applicable) (dd/mm/yyyy)	( / / )
3. N/A
Stock code (if listed)
Class of shares issuable (Note 1)
Subscription price EGM approval date (if applicable) (dd/mm/yyyy)	( / / )
4. N/A
Stock code (if listed)
Class of shares issuable (Note 1)
Subscription price EGM approval date (if applicable) (dd/mm/yyyy)	( / / )
Total C. (Ordinary shares)					N/A
(Preference shares)					N/A
(Other class)					N/A

---

Any other Agreements or Arrangements to Issue Shares of the Issuer which are to be Listed, including Options (other than under Share Option Schemes)

Full particulars including EGM approval date (dd/mm/yyyy), if applicable, and class of shares issuable:		No. of new shares of issuer issued during the month pursuant thereto	No. of new shares of issuer which may be issued pursuant thereto as at close of the month
1.	Grant of a total of 4,893,837 Time-based Restricted Share Units on 11 Oct and 4 Dec 2018 pursuant to a Share Award Scheme	Nil	Nil
	adopted on 14 Sep 2012, circular published on 3 Sep 2018 and announcements on 11 Oct and 4 Dec 2018.
	(26/09/2018)
	shares (Note 1)
2.	Grant of a maximum total of 3,128,734 Performance-based Restricted Share Units on 11 Oct and 4 Dec 2018 pursuant to a Share Award Scheme adopted on 14 Sep 2012, circular published on 3 Sep 2018 and announcements on 11 Oct and 4 Dec 2018.	Nil	Nil
	(26/09/2018)
	shares (Note 1)
3.	N/A	N/A	N/A
	( / / )
	shares (Note 1)
		N/A	N/A
	Total D. (Ordinary shares)
	(Preference shares)
(Other class)

---

Other Movements in Issued Share Capital

Type of Issue					No. of new shares of issuer issued during the month pursuant thereto	No. of new shares of issuer which may be issued pursuant thereto as at close of the month
1. Rights issue	At price :	State currency	Class of shares issuable (Note 1)
			Issue and allotment date : (dd/mm/yyyy)	( / / )	N/A
			EGM approval date: (dd/mm/yyyy)	( / / )
2. Open offer	At price :	State currency	Class of shares issuable (Note 1)
			Issue and allotment date : (dd/mm/yyyy)	( / / )	N/A
			EGM approval date: (dd/mm/yyyy)	( / / )
3. Placing	At price :	State currency	Class of shares issuable (Note 1)
			Issue and allotment date : (dd/mm/yyyy)	( / / )	N/A
			EGM approval date: (dd/mm/yyyy)	( / / )
4. Bonus issue			Class of shares issuable (Note 1)
			Issue and allotment date : (dd/mm/yyyy)	( / / )	N/A
			EGM approval date: (dd/mm/yyyy)	( / / )

---

Type of Issue						No. of new shares of issuer issued during the month pursuant thereto	No. of new shares of issuer which may be issued pursuant thereto as at close of the month
5. Scrip dividend	At price :	State currency	Class of shares issuable (Note 1)			N/A
			Issue and allotment date : (dd/mm/yyyy)	( / / )
			EGM approval date: (dd/mm/yyyy)	( / / )
6. Repurchase of shares			Class of shares repurchased (Note 1)			N/A
			Cancellation date : (dd/mm/yyyy)	( / / )
			EGM approval date: (dd/mm/yyyy)	( / / )
7. Redemption of shares			Class of shares redeemed (Note 1)			N/A
			Redemption date : (dd/mm/yyyy)	( / / )
			EGM approval date: (dd/mm/yyyy)	( / / )
8. Consideration issue	At price :	State currency	Class of shares issuable (Note 1)			N/A
			Issue and allotment date : (dd/mm/yyyy)	( / / )
			EGM approval date: (dd/mm/yyyy)	( / / )

---

Type of Issue				No. of new shares of issuer issued during the month pursuant thereto	No. of new shares of issuer which may be issued pursuant thereto as at close of the month
9. Capital reorganisation	Class of shares issuable (Note 1)
		Issue and allotment date: (dd/mm/yyyy)	( / / )	N/A
		EGM approval date: (dd/mm/yyyy)	( / / )
10. Other (Please specify) At price: State currency	Class of shares issuable (Note 1)
		Issue and allotment date: (dd/mm/yyyy)	( / / )	N/A
		EGM approval date: (dd/mm/yyyy)	( / / )
Total E. (Ordinary shares) (Preference shares) (Other class)	N/A
				N/A
				N/A
Total increase / (decrease) in ordinary shares during the month (i.e. Total of A to E): (1)	20,000
---	---
(2)	N/A
Total increase / (decrease) in preference shares during the month (i.e. Total of A to E):	N/A
Total increase / (decrease) in other classes of shares during the month (i.e. Total of A to E):	N/A
(These figures should be the same as the relevant figures under II above (“Movements in Issued Share Capital”).)

---

Remarks (if any):
Authorized share capital (the amount of capital that the Company is authorized by its shareholders to issue) as reflected in this return includes both the issued and unissued share capital of the Company. Under Luxembourg law, however, authorised share capital only includes the authorized but unissued share capital of the Company.

Submitted by: Kyle Francis Gendreau
Title: Executive Director
(Director, Secretary or other duly authorised officer)

Notes:
1. State the class of shares (e.g. ordinary, preference or other).
2. If there is insufficient space, please append the prescribed continuation sheet.