Samsonite Group S.A. — Share Issue/Capital Change 2022

Jan 5, 2022

FF301

HKEX

香港交易所

Monthly Return for Equity Issuer and Hong Kong Depositary Receipts listed under Chapter 19B of the Exchange Listing Rules on Movements in Securities

For the month ended: 31 December 2021

Status: New Submission

To : Hong Kong Exchanges and Clearing Limited

Name of Issuer: Samsonite International S.A.

Date Submitted: 05 January 2022

I. Movements in Authorised / Registered Share Capital

1. Type of shares	Ordinary shares		Class of shares	Not applicable			Listed on SEHK (Note 1)		Yes
Stock code	01910		Description
		Number of authorised/registered shares			Par value			Authorised/registered share capital
Balance at close of preceding month		3,500,000,000			USD	0.01		USD	35,000,000
Increase / decrease (-)								USD
Balance at close of the month		3,500,000,000			USD	0.01		USD	35,000,000

Total authorised/registered share capital at the end of the month: USD 35,000,000

Remarks:

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.

This number of authorised/registered shares represents both issued and unissued shares that are authorized. The number of authorized but unissued shares is 2,063,094,937.

This authorised/registered share capital represents both issued and unissued share capital that are authorised. The authorised but unissued share capital is USD20,630,949.37.

v 1.0.1

---

FF301

II. Movements in Issued Shares

1. Type of shares	Ordinary shares		Class of shares	Not applicable	Listed on SEHK (Note 1)	Yes
Stock code	01910		Description
Balance at close of preceding month		1,436,750,809
Increase / decrease (-)		154,254
Balance at close of the month		1,436,905,063

v 1.0.1

---

FF301

III. Details of Movements in Issued Shares

(A). Share Options (under Share Option Schemes of the Issuer)

1. Type of shares issuable		Ordinary shares		Class of shares		Not applicable		Shares issuable to be listed on SEHK (Note 1)		Yes
Stock code of shares issuable (if listed on SEHK) (Note 1)				01910
Particulars of share option scheme		Number of share options outstanding at close of preceding month	Movement during the month			Number of share options outstanding at close of the month		No. of new shares of issuer issued during the month pursuant thereto (A)	No. of new shares of issuer which may be issued pursuant thereto as at close of the month	The total number of securities which may be issued upon exercise of all share options to be granted under the scheme at close of the month
1).	Share Award Scheme	87,157,670	Granted	0		87,157,670	0	54,851,124	20,565,901
			Exercised	0
			Cancelled	0
			Lapsed	0
General Meeting approval date (if applicable)		14 September 2012

Total A (Ordinary shares): 0

Total funds raised during the month from exercise of options: HKD 0

Remarks:

For additional information related to the Company's Share Award Scheme (the "Share Award Scheme"), please refer to the Company's circulars published on 23/8/12, 3/9/18 and 16/4/19 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, 4/12/18, 16/4/19, 17/6/19, 22/11/19, 18/11/20 and 17/6/21.

(B). Warrants to Issue Shares of the Issuer which are to be Listed Not applicable

(C). Convertibles (i.e. Convertible into Issue Shares of the Issuer which are to be Listed) Not applicable

v 1.0.1

---

FF301

(D). Any other Agreements or Arrangements to Issue Shares of the Issuer which are to be listed, including Options (other than Share Options Schemes)

1. Type of shares issuable	Ordinary shares	Class of shares	Not applicable		Shares issuable to be listed on SEHK (Note 1)		Yes
Stock code of shares issuable (if listed on SEHK) (Note 1)		01910
Description				General Meeting approval date (if applicable)	No. of new shares of issuer issued during the month pursuant thereto (D)	No. of new shares of issuer which may be issued pursuant thereto as at close of the month
1).	Time-based Restricted Share Units with respect to a total of 0 underlying ordinary shares lapsed during the month ended 31 December 2021.				154,254	0
2. Type of shares issuable	Ordinary shares	Class of shares	Not applicable		Shares issuable to be listed on SEHK (Note 1)		Yes
---	---	---	---	---	---	---	---	---
Stock code of shares issuable (if listed on SEHK) (Note 1)		01910
Description				General Meeting approval date (if applicable)	No. of new shares of issuer issued during the month pursuant thereto (D)	No. of new shares of issuer which may be issued pursuant thereto as at close of the month
1).	Performance-based Restricted Share Units with respect to a maximum total of 314,896 underlying ordinary shares lapsed during the month ended 31 December 2021.				0	0

Total D (Ordinary shares): 154,254

(E). Other Movements in Issued Share Not applicable

Total increase / decrease (-) in Ordinary shares during the month (i.e. Total of A to E) 154,254

v 1.0.1

---

FF301

IV. Information about Hong Kong Depositary Receipt (HDR) Not applicable

v 1.0.1

---

FF301

V. Confirmations

We hereby confirm to the best knowledge, information and belief that, in relation to each of the securities issued by the issuer during the month as set out in Part III and IV which has not been previously disclosed in a return published under Main Board Rule 13.25A, it has been duly authorised by the board of directors of the listed issuer and, insofar as applicable:

(Note 2)

(i) all money due to the listed issuer in respect of the issue of securities has been received by it;
(ii) all pre-conditions for listing imposed by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited under "Qualifications of listing" have been fulfilled;
(iii) all (if any) conditions contained in the formal letter granting listing of and permission to deal in the securities have been fulfilled;
(iv) all the securities of each class are in all respects identical (Note 3);
(v) all documents required by the Companies (Winding Up and Miscellaneous Provisions) Ordinance to be filed with the Registrar of Companies have been duly filed and that compliance has been made with other legal requirements;
(vi) all the definitive documents of title have been delivered/are ready to be delivered/are being prepared and will be delivered in accordance with the terms of issue;
(vii) completion has taken place of the purchase by the issuer of all property shown in the listing document to have been purchased or agreed to be purchased by it and the purchase consideration for all such property has been duly satisfied; and
(viii) the trust deed/deed poll relating to the debenture, loan stock, notes or bonds has been completed and executed, and particulars thereof, if so required by law, have been filed with the Registrar of Companies.

Submitted by: John Bayard LIVINGSTON

Title: Joint Company Secretary

(Director, Secretary or other Duly Authorised Officer)

Notes

1. SEHK refers to Stock Exchange of Hong Kong.
2. Items (i) to (viii) are suggested forms of confirmation which may be amended to meet individual cases. Where the issuer has already made the relevant confirmations in a return published under Main Board Rule 13.25A / GEM Rule 17.27A in relation to the securities issued, no further confirmation is required to be made in this return.

v 1.0.1

---

FF301

1. "Identical" means in this context:
2. the securities are of the same nominal value with the same amount called up or paid up;
3. they are entitled to dividend/interest at the same rate and for the same period, so that at the next ensuing distribution, the dividend/interest payable per unit will amount to exactly the same sum (gross and net); and

4. they carry the same rights as to unrestricted transfer, attendance and voting at meetings and rank pari passu in all other respects.

5. If there is insufficient space, please submit additional document.

6. In the context of repurchase of shares:

7. "shares issuable to be listed on SEHK" should be construed as "shares repurchased listed on SEHK"; and
8. "stock code of shares issuable (if listed on SEHK)" should be construed as "stock code of shares repurchased (if listed on SEHK)"; and
9. "type of shares issuable" should be construed as "type of shares repurchased"; and

10. "issue and allotment date" should be construed as "cancellation date"

11. In the context of redemption of shares:

12. "shares issuable to be listed on SEHK" should be construed as "shares redeemed listed on SEHK"; and
13. "stock code of shares issuable (if listed on SEHK)" should be construed as "stock code of shares redeemed (if listed on SEHK)"; and
14. "type of shares issuable" should be construed as "type of shares redeemed"; and
15. "issue and allotment date" should be construed as "redemption date"

v 1.0.1