ses annual meeting invitation 2014

7/21/2019 Ses Annual Meeting Invitation 2014

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Socit AnonymeRe Luxembourg B 8 267

Translation the invitation letter to theAnnual General Meeting SES, Socit Anonyme, on April 3, 2014original in French language

By registered mailam pleased to invite you to the

Annual General Meetingof SES Socit Anonyme to be held in accordance with article 19 paragraph 1


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Socit AnonymeRC Luxembourg B 81 267

ln accordance with the Law of May 24 2011 please find enclosed the relevantdocumentation for the Annual General Meeting.ln accordance with article 5 of the same law please note th t if you plan toattend the Annual General Meeting you need to inform SES prior to March20, 2014 t midnight of your intention to do so either y mail addressed toSES, attn. Mrs Naoual JAMOU, Chteau de Betzdorf, L-6815 Betzdorf or ye-mail to [email protected] or y fax to +352 710 725 532.Attached with this invitation you will also find a form that we would Iike you to fillin and return ta us at your convenience if you agree ta either download thedocuments for future shareholder meetings from our website or if you accept to


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Assemble Gnrale Annuelle de SESJeudi 3 avril 2 14 1 heures 3

Point 2 de l ordre du jourSelon l article 23 des statuts Le prsident de l Assemble dsigne secrtaireL Assemble choisit deux scrutateurs .

* * *


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Assemble Gnrale Annuelle de SESJeudi 3 avril 2 4 1 heures 3

Point 3 de l ordre du urPrsentation par le Prsident du Conseil d administration du rapport de gestion du Conseilpour l anne 2013.


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2 3 Activities ReportIntroductionSES has been listed on the Luxembourg Stock Exchange since 1998 and on Euronext Paris2004. The company follows the Ten Principles of Corporate Governance adopted by the LuxemStock Exchange (its home market)as revised in 2013 and the governance rules applied by complisted in Paris, where most of the trading in SES FDRs takes place. Where those ru les conflict, regard to the publication of the individual remuneration of the members of its Executive Committeits Board members, SES follows the rules of its home market by reporting the aggregate amountdirect and indirect remuneration of the members of the Executive Committee, with the fixed anvariable components of the benefits being separately identified.SES meets ail the recommendations made by the Ten Principles except with regaRecommendation 3.9, which states that the committees created by the Board should onlyadvisory powers. The SES Board has delegated some decision-making powers to the RemuneCommittee. For the full details of these powers, see the charter of the Remuneration Committee oSES website (www.ses.com).The company continuously increases the f1 w of information to its shareholders via the corpgovernance section of its website and communicates with its shareholders through the dedicatedaddress: [email protected]. In line with Luxembourg law, the company allows shareholdreceive ail corporate documentation, including the documents for shareholder meetings, in elecformat.ln this context, the website contains a regularly updated stream of information, such as the


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dissolved, to 40 of the net liquidation proceeds pa id to shareholders of Glass A. Glass B shares anot freely traded. Each share, whether of Glass A or B is entitled to one vote. In accordance with tcompany's articles of incorporation, no shareholder of Class Amay hold, directly or indirectly, mothan 20 , 33 or 50 of the company's shares unless it has obtained prior approval from the meetiof the shareholders. Such limit is calculated by taking into account the shares of ail classes held byshareholder of Class A shareholder or a potential shareholder who plans to acquire by whatever means, directly or indirectmore than 20 , 33 or 50 of the shares of the company must inform the Ghairman of the Boardsuch intention. The Chairman will then inform the govemment of Luxembourg of the plannacquisition, which may only be opposed by the govemment within three months from receiving suinformation, should the govemment determine that such acquisition is against the general pubinterest.ln case of no opposition from the govemment, the Board shall convene an extraordinary meetingshareholders, which may decide at a majority provided for in article 67 1 of the law of August 10 191as amended, regarding commercial companies, to authorise the demanding party to acquire more th20 , 33 or 50 of the shares.The annual general meeting is heId on the first Thursday in April. Each registered shareholder wreceive written notice of the annual general meeting, including the time of the meeting and the agendat least 30 days prior to the meeting. Holders of the company's FORs will be represented at the meetiby Banque et Caisse d'Epargne de l'Etat acting as Fiduciary. Each FOR will represent one Glassshare. If a holder of FORs desires to attend the annual general meeting of shareholders in person, thshareholder needs to convert at least one FOR into an A share. In order to facilitate the attendancethe meeting by FOR holders, the company will pay the applicable charge for a conversion of up10,000 FORs for a short period prior to the annual general meeting.


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Ali of the Board s other proposais were carried by a majority of at least 99.4 of the votes expressaccordance with article 67-1 of the Luxembourg company law, abstentions are not considereddetermining whether a resolution has been passed or not. The detailed results of the sharehovotes are available in the corporate governance section of the company s website.The Board of irectors nd its committeesMissionThe Board of Directors is responsible for defining the company s strategie objectives as weilovera Il corporate plan. The Board approves, upon proposai from the Executive Committee, the aconsolidated accounts of the company and the appropriation of results, the group s mediumbusiness plan, the consolidated annual budget of the company and the management reportsubmitted to the meeting of shareholders. It also approves major investments and is responsiblevis shareholders and third parties for the management of the company, which it delegates tExecutive Committee.CompositionThe Board of SES is composed of 18 directors, ail but one of them non-executive directorsaccordance with the company s articles of association, two thirds of the Board members reprholders of Class A shares and one third of the Board members represent holders of Class B sharline with the decision taken by the shareholders t their annual general meeting in 2011, the manof the current directors will expire at the annual general meeting of shareholders in April 2014, 2012016, respectively. Mr Ren Steichen is the Chairman of the Board of Directors. He was elected bmembers of the Board in the meeting which followed the annual general meeting on April 4 2013.


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Rules of functioningThe Board of Directors meets when required by the company s business, and at least once in a quarteIt can only validly deliberate if a majority of the directors are present or represented. The resolutionsthe Board are passed by a simple majority of votes of the voting directors present or represented, nconsidering abstentions. Any material contract that is proposed to be signed by the company or al )Yits wholly controlled operating subsidiaries with a shareholder owning, directly or indirectly, at least 5of the shares of the company is subject to a prior authorisation by the Board. In 2013 there have beeno transactions between the company and a shareholder owning directly or indirectly at least 5 of thcompany s shares.Activities of the Board of Directors in 2013The Board of Directors heId six meetings in 2013, with an average attendance rate of more than 95 After endorsement by the Audit Committee, the Board approved the 2012 audited accounts, includinthe proposed dividend as weil as the results for the first half of 2013. During the year, the Boarapproved the new strategic plan as weil as a business plan for the period 2013-2019, which served athe basis for the 2014 budget approved by the Board in December.During the year 2013, the Board approved the procurement of SES-10 as weil as the divestment froSolaris, a Joint-Venture the company had set up with Eutelsat to develop next-generation MobiSatellite Services (MMS).During 2013, the Board also decided to launch a new share buyback programme, which waimplemented on Euronext Paris through the filing of a notice d information on May 15. The 201programme was limited to the following two objectives:


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Mr Steichen is a Luxembourg national. He is not an independent director, because he represenimportant shareholder.Franois TeschBorn January 16,1951, Mr Tesch became a director on April 5 1999. He is Chief Executive Oof Foyer S.A. and Luxempart S.A. He graduated with a degree in economics from the Facult den-Provence and holds an MBA from INSEAD Institut Europen d Administration des AffairesTesch is also a Board Member of Atenor Group S.A. and Financire de Tubize S.A., andChairman of the Board of SES and a member of the Nomination Committee of SES.Mr Tesch is a Luxembourg national. He is not an independent director, because he has bedirector for more than 2years.Jean Paul ZensBorn January 8 1953, Mr Zens became a director on May 7,2002, and was elected Vice Chaion the same date. Mr Zens is also a member of the Board of Directors of SES ASTRA and Entredes Postes et Tlcommunications, Luxembourg. He is currently Director of the MediaCommunications department of the Ministry of State in Luxembourg. He holds a law degree adegree in psychology and communications sciences fram the University of Strasbourg. Mr Zenmember of the Nomination Committee of SES.Mr Zens is a Luxembourg national. He is not an independent director because he represenimportant shareholder.


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Marc eulsBorn September 15, 1956, Mr Beuls became a director on April 7 2011. He is the former Presidand CEO of Mil licom International Cel lular S.A., a posit ion he held from 1998 to 2009. Prior to joiniMillicom in 1992 as Senior Vice President in charge of finance and treasury, Mr Beuls workedGenerale Bank in Belgium, specialising in project and trade financing in emerging markets. Mr Begraduated from the Limburg Business School, currently UHasselt, holding a degree in economics wa major in finance. Mr Beuls is a member of the Audit and Risk Committee of SES.Mr Beuls is a Belgian national. He is an independent director.Marcus icknellBorn February 28, 1948, Mr Bicknell became a director on May 6 2005. Mr Bicknell is a directorNew Media Foundry Ltd, and Langstaff-El lis Ltd, two non-l isted companies in the United Kingdoand is a member of the Development Board of the Royal Academy of Dramatic Art. From 19861990 he was Commercia l Director of Socit Europenne des Satellites. Mr Bicknell holds an MHonours Degree in physical anthropology from Cambridge University. Mr Bicknell is a member of tRemuneration Committee and the Nomination Committee of SES.Mr Bicknell is a British national. He is an independent director.Marc olasBorn May 13, 1955, Mr Colas became a director on February 21, 2013. He was the general secretaof the Council of Ministers of the Luxembourg Government from 4 to 2013, and he is presenAdministrateur Gnral in the Presidency of the Government, in the Prime Minister s Office. Prior


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developments. Mr de Liedekerke Beaufort graduated from the Ecole Htelire de Lausanne.Liedekerke Beaufort is a member of the Remuneration Committee of SES.Mr de Liedekerke Beaufort is a French national. He is not an independent director, because hbeen a director for more than 12 years.Jacques EspinasseBorn May 12, 1943, Mr Espinasse became a director on May 6 2005 In May 2007, after five yeduty, he retired as a member of the Management Board and Chief Financial Officer of VivendEspinasse is the former Chief Operations Officer of TPS. He is a member of the Supervisory Bof LBPAM, Axa Belgium, Axa Holdings Belgium, Axa Bank Europe and Hammerson Pic. and hoBBA and an MBA from the University of Michigan. Mr Espinasse is a member of the Audit andCommittee and the Remuneration Committee of SES.Mr Espinasse is a French national. He is an independent director.Jean-Claude FinckBorn January 22, 1956, M r Finck became a direct or on May 31, 2001. Mr Finck is Chief ExecOfficer of Banque et Caisse d Epargne de l Etat, a member of the Boards of Directors of BourLuxembourg S.A., Luxair S.A., Cargolux S.A., La Luxembourgeoise S.A., La LuxembourgeoisS.A., Paul Wurth S.A., and La Banque Postale Asset Management. Mr Finck graduated with a din economics from the University of Aix/Marseille. Mr Finck is a member of the Audit andCommittee of SES.


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Miriam MeckelBorn July 18 1967, Pr Dr Meckel became a director on April 5,2012. She is Professor for CorporaCommunication and Director of the Institute for Media Management and Communication, Universof St Galien. Prior to her current position, she was Undersecretary of State for Europe, InternationAffairs and Media and government spokeswoman in the office of the Premier of North RhinWestphalia. She also worked as Professor for Journalism and Communication Studies at thUniversity of Mnster, and was Managing Editor and presenter of a television news magazine for RTTelevision. She has also been active as a freelance journalist for public and commercial televisior Dr Meckel is a member o f the Boards of Directors of SES ASTRA, o f the Ecole Htelire dLausanne and of Commerzbank International S.A. Luxembourg. She holds a PhD in CommunicatioStudies from the University of Mnster.r Dr Miriam Meckel is a German national. She is an independent Director.Ramu PotarazuBorn August 10 1961, Mr Potarazu became a director on February 20, 2014. He is the CEOBinary Fountain. He is the Founder and former CEO of Vubiquity. Prior to founding Vubiquity, MPotarazu spent 15 years in various positions at Intelsat 1991-2006). He became Intelsat s ViPresident of Operations and CIO in 1996 and its Vice President, Commercial Restructuring in 200ln 2001 Mr Potarazu became President of Intelsat Global Service Corporation and from 2002 to 200he was President and Chief Operating Officer of Intelsat Ltd. Prior to joining Intelsat, Mr Potarazhe Id severa1 engineering jobs. Mr Potarazu graduated with a BS in Computer Science andMathematics from the Oklahoma Christian University. He also holds an MSc in Electrical Engineerinfrom the John Hopkins University and was a member of the Stanford Executive Program.


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The current members are:Mr Ren SteichenMr Franois TeschMr Jean-Paul Zens.The Chairman s Office met six times during 2013 with a members attendance rate of more than 94The Remuneration Committeeln accordance with general corporate governance standards, the company s Board establishRemuneration Committee which determines the remuneration of the members of the ExecCommittee, and which advises on the overall remuneration policies applied throughout the compIt reports to the Board at each meeting through its Chairman. The Remuneration Committecomposed of six members, at least half of whom are independent Board members in line withS S internai regulations. The Remuneration Committee is now composed of the following sixexecutive directors:Mr Ren SteichenMr Marcus Bicknell (independent)Mr Hadelin de Liedekerke BeaufortMr Jacques Espinasse (independent)Mr Conny Kullman (independent)Mr Jean-Paul Zens.The Remuneration Committee was chaired in 2013 by the Chairman of the Board.


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The Audit and Risk Committee held five meetings, with a members' attendance rate of 90 .The meetings were dedicated in particular to the review the 2012 financial results before thesubmission to the Board and their subsequent approval by the shareholders at the statutory annuageneral meeting, and to the results the first half 2013. Members the Board also had thopportunity to channel any comments they had on the company's quarterly results through thChairman the Audit and Risk Committee prior to the publication these results.The Audit and Risk Committee reviewed the company's statement on internai control systems prior tits inclusion in the annual report, approved the Internai Audit plan, and received bi-annual updates othe Internai Audit activities and on the follow-up the major recommendations. It also reviewed th2012 Ernst Young Management letter.The Audit and Risk Committee further continued to encourage management in its efforts to eliminate amany non-operating legal entities as possible. In line with good corporate governance practice, and aa result of the RFP launched in 2012 for the appointment the external auditor, the Audit and RisCommittee proposed to the Board and to the shareholders to appoint PWC as external auditor for 2013The Audit and Risk Committee received bi-annual updates on risk management from the SES rismanagement committee and heId several discussions on IT security. The Committee received updateon the newly introduced ERP system and an update on the Treasury Roadmap as weil as an annuareport from the Chairman the Compliance Committee. It reviewed the Internai Audit Charter anapproved a limited number of non-Audit engagements to be performed by the new external auditor whalso briefed the Audit and Risk Committee on the first six months of the transition from EY to PWCFinally the Audit and Risk Committee reviewed the recommendations submitted by the CSSF resultinfrom an analysis by the CSSF of the company's 2012 an nuai accounts.


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body. The Executive Committee is mandated to prepare and plan the overa Il policies and strategthe company for approval by the Board. It may approve intra-group transactions, irrespective oamount, provided that they are consistent with the consolidated annual budget of the company asas specific transactions with third parties for an amount up to EUR 10 million per project. It informBoard at its next meeting on each such transaction, it being understood that the aggregate amousuch projects can at no time be higher than EUR 30 million.The Executive Committee may approve any external credit facilities or external guarantees, plemortgages and any other encumbrances of the company, or any wholly-owned affiIiate, for as lonthe company will not lose its investment grade rating as a result of such facility or guarantee. Itapprove increases of up to 5 in the capital expenditure budget for a satellite procurement alrapproved by the Board, it being understood that the Internai Rate of Return will need to complycertain specific thresholds defined by the Board. The Executive Committee informs the Board at itsmeeting of each such increase.The Executive Committee submits to the Board those measures which it deems necessary to bein order to meet the purposes of the company. Prior to the beginning of each fiscal year, the ExecCommittee submits to the Board a consolidated budget for approval.The Executive Committee is in charge of implementing ail decisions taken by the Board and bcommittees specially mandated by the Board. The Executive Committee may, in the interests ocompany, sub-delegate part of its powers and duties to its members acting individually or jointly.The Chairman of the Executive Committee organises the work of the Executive Committee anordinates the activities of its members, who report directly to him. In order to facilitateimplementation by the Board of its overa Il duty to supervise the affairs of the company, the Chairmthe Executive Committee informs the Chairman of the Board on a regular basis of the comp


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Mr Bausch is a Luxembourg national. He will retire as President and CEO effective April 3 2014.Mr Karim Michel SabbaghBorn September 26, 1963, Mr Sabbagh joined SES on September 2013 as CEO Designate. He ia member of the SES Executive Committee and serves on the Board of SES ASTRA, 3b anYahLive He served on the Board of SES from April 7 2011 until August 31 2 13 and was a membeof the Audit and Risk Committee of SES for the same period. He was a Senior Partner and a practicand regional leader for communications, media technology at Booz Company. At Board andChief Executive levels, he has shaped and served the strategic agenda of global players in thecommunications, media and satellite sectors. He has led end-to-end multinational teams in long-termlarge-scale privatizations, international expansion, mergers and acquisitions, growth acceleration andstrategy-based transformation programmes. Mr Sabbagh is a visiting professor in technologmanagement and member of the Academic Council for the School of International Management acoles des Ponts et Chausses ParisTech (Grandes coles) in France. He holds a BBA witDistinction from the American University of Beirut, an MBA from the American University of Beirut,PhD with Honors in strategic management from the American Century University in New Mexico, anda DBA in international business management from the International School of Management.Mr Sabbagh is a Canadian and Lebanese national. He will succeed to the President and CEOeffective April 4 2014.Mr Padraig McCarthyBorn September 27, 1960, and appointed Chief Financial Officer on 4 April 2013, Padraig McCarthstarted his career with SES in 1995 and is a skilled satellite finance exeeutive, having heId seniofinance positions throughout his career in the company. As of 2001, Mr McCarthy has been the CFO


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President in charge of German TV and radio activities (1989-1992), Managing Director in charge olaunch of RTL2 (1993) and Executive Vice President and member of the Management Bresponsible for ail TV activities of CLT (1993-1996). Mr Kayser holds a Master of Economies fromUniversity of Paris 1 Panthon-Sorbonne, and has concluded specialised university studies in MLaw and Management of Electronic Media. Mr Kayser is a member of the Boards of SES ASTRAYahLive.Mr Kayser is a Luxembourg national.Mr Gerson SoutoBorn June 14, 1964, and appointed Chief Development Officer of SES on May 1 2011. Mr Souto joSES in 1998 for a career in the Business Development function and heId various executive posiwithin SES. Since 2009, Mr Souto was a member of the executive management of SES WOSKIES with responsibility for commercial services; prior to that and since 2007, he held simresponsibilities at SES' NEW SKIES division. Prior to joining SES, Mr Souto worked for Intelsat anEmbrate . Mr Souto holds an MBA from George Washington University in Washington, D.C., an MTelecommunication Systems from the Pontifical Catholic University in Brazil, and a bachelor's degreTelecommunication Engineering from the Federal Fluminense University in Brazil. Mr Soutomember of the Boards of SES ASTRA and of b Networks.Mr Souto is a Brazilian national.emuner tionRemuneration of the members of the Board of Directors


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which EUR 3,367,417.92 represented the fixed part and EUR 7,302,474.96 the variable part. Thdirect remuneration paid to the members of the Executive Committee amounted to EUR 4,926,797.3whereas the indirect remuneration was EUR 5,743,095.77. The indirect remuneration also containthe benefits derived by the members the Executive Committee from the company s executive stocoption plan and the long-term incentive plan, as adopted by the Board Oirectors. Ouring 2013, thmembers of the Executive Committee were awarded a combined total of 148,184 options to acquircompany FORs at an exercise price EUR 23.87, the price being based on the average of thc10sing price on Euronext Paris the first 15 trading days following the Remuneration Committemeeting at which the options were authorised. A quarter those options vested on January 1 2014the remaining quarters vesting on January 1 2015, 2016 and 2017, respectively. In 2013, memberof the Executive Committee were granted 73,326 restricted shares as part of the company s longterm incentive plan, as weil as 24,288 performance shares. These shares will vest on June 1 2016.Ouring 2013, Messrs Romain Bausch, Martin Halliwell, Ferdinand Kayser, Padraig McCarthy andGerson Souto sold some rail the restricted shares which vested on June 1 SES publishes thdetails of ail transactions made by its Board members and by the members of its ExecutivCommittee on its website: http://www.ses.com/management-disclosures.Each member of the Executive Committee is entit led to two years base salary in case his contracis terminated without cause. If they resign they are not entitled to any compensation.Company stock owned by members the Executive CommitteeOn Oecember 31, 2013, the six members the Executive Committee then in place ownedcombined total of 293,699 shares and FORs (representing 0.06 of the company s share capital)299,154 unvested restricted and performance shares and 1,222,174 options. Transactions made bmembers of the Executive Committee are published on the company s website under Managemen


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the loss frequency rights at certain orbital positions. Satellite launch and in-orbit insurance policienot compensate for lost revenues due to the loss customers r for consequential losses resufrom any launch delay or failure.SES attempts to mitigate the risk a launch delay interrupting existing services by leaving largemargins in procurement schedules for replacement satellites.There is always an inherent risk of launch failure in the form of a reduced satellite Iifetime in casincorrect orbit injection), reduced functionality the satellite or the totalloss of a mission.SES attempts to mitigate the risk launch failure in several ways, including by detailed technicamanagement of each satellite and launch vehicle programme, asset insurance for each launch astaggered fleet deployment scheme allowing assets to be repurposed in the case single satfailure so as to ensure a minimum impact on customers and revenues).Risk dependency on launch service providersS S is largely dependent on Arianespace, ILS and SpaceX to launch its satellites into space. SESincur significant delays in launching new satellites in the event a prolonged unavailability of onthose three systems.Risk dependency on satellite manufacturers n secondary suppliersS S is dependent on six major satellite manufacturers for the construction its satellites.Dependency on a small number of satellite manufacturers may reduce SES s negotiating power


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safeguarding spectrum rights and providing redundant capacity for satellites in their primary missionThese satellites technical capabilities do not generally need to be fully utilised in operating thesecondary missions, which potentially mitigates the effects of further technical failures.ln addition, eleven of SES Lockheed Martin A2100 have experienced technical problems with thesolar array circuits. The extent of the problem varies depending on the satellite but it may reduce botthe operational life of the satellite and the number of usable transponders, leading to a reduction in threvenue generated by the satellite. Ali of the satellites with solar array issues are still being used fotheir primary missions, with the exception of AMC-4 and NSS 7 which are being used for secondarmissions.NSS 12, a satellite built by Space Systems Loral, has also experienced solar array power lossesHowever, appears to be less severe than the Lockheed Martin A2100 solar array issue and SES doenot believe a specific mitigation plan is needed at this point.Several of SES s satellites AMC-4, ASTRA 1G ASTRA 1H ASTRA 1M ASTRA and NSS 7 anQuetzsat) have experienced various other anomalies.Technical failures have resulted in a reduction of available capacity on ASTRA 1G and a reductionthe operationallife of ASTRA 1H There is no risk of a recurrence of these issues on these satellites.AMC-4 and NSS 7 have completed their primary missions and as a result no mitigation is in place.ASTRA 1M which is a key asset at the 19.2E prime orbital position, has currently lost redundancy oits propulsion subsystem. Further technical problems on the propulsion system could result in the losof the satellite. However, SES believes that such an event is unlikely and the risk is mitigated by thadditional capacity at this orbital.


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- nuclear reaction or radiation contamination;- wilful or intentional acts causing the loss or failure of satellites; and- terrorism.The insurance policies do not provide compensation for business interruption, loss of market sreputational damage, loss of revenue, incidental and consequential damages and similar lossemight arise from the failure of a satellite launch, incorrect orbital placement or the failure of a sateperform according to specifications. In addition, SES s in-orbit insurance only covers losses in excthe risk retention level selected by SES.The in-orbit insurance policies may exclude from coverage failures arising from pre-existing desuch as defects in solar array and battery anomalies of sorne existing satellites. In addition, SES wbe fully reimbursed if the cost of a replacement satellite exceeds the sum insured. As a consequthe loss, damage or destruction of any satellites as a result o f any of these events could resmaterial increases in casts or reductions in expected revenues or both.SES has reviewed its approach to in-orbit insurance of its satellites and, in recognition of the excprocurement and operating record, has adopted a policy of limited self-insurance. Premiums are pa wholly-owned subsidiary, thus reducing the amount of insurance premiums pa id to extemal insucompanies.If any event occurs that is covered by the in-orbit insurance, the payment of the sum insuredresult in material increases in costs.SES has third party liability insurance that covers damage suffered by third parties resultingaccidents such as launch failures and satellite collisions. It is subject to an annual combined singl


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SES s customer base is subject to constant change. Bankruptcy o f key customers or customeconsolidation resulting from mergers and acquisitions can reduce demand for SES s satellites capacitythereby affecting SES s revenues.isks relating to customer creditSES may suffer a financial loss any o its customers fail to fulfil their contractual paymenobligations.The level o customer credit risk may increase as SES grows revenues in emerging markets becauscredit risk tends to be higher in these markets compared to the mature markets o Europe and NortAmerica).This risk is mitigated principally through a customer credit policy that includes credit checks, credprofiles, deposits or other forms o security, monitoring o payment performance and the applicatioof a provisioning policy.Further details are provided in Note 19 to the consolidated financial statements.isks inherent international businessS S conducts business around the world. It is exposed to issues such as financial, regulatorygeopolitical, tax and trade risks in many jurisdictions. Political and financial stability in some jurisdictionmay impact SES s business in that country. In practice, it may difficult for SES to enforce its legarights in some jurisdictions.The inherent instability of doing business in certain jurisdictions may have a negative impact on SES


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Technology riskThe satellite telecommunications industry is vulnerable to technological change. SES s satellitesbecome obsolete due to unforeseen advances in telecommunications technology leading to a reduin demand for its services and a negative impact on revenues.The use of new technology to improve signal compression rate couId lead to a reduction in demanSES s satellites, which, if not offset by an increase in demand, could lead to a negative impact oresults.Risks relating to SES strategie developmentmerging market riskSES s development strategy includes targeting new geographical areas and emerging marketspotentially to develop joint ventures or partnerships with local telecommunications, media and finabusinesses in order to improve market access for its services.SES may be exposed to the inherent instability of doing business in those regions. Such inhinstability could have an adverse impact on SES s revenue.Please also see Risks inherent in international business above.ln sorne emerging markets, customers may be less financially secure and run a higher risinsolvency than in more developed markets. The failure of a customer could have an adverse impaSES s revenue. vestment risk


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business is and will continue to be subject to the laws and regulations the governmental authorities othe countries where SES operates or uses radio spectrum and offers satellite services or capacity, aweil as to the frequency co-ordination process the International Telecommunication Union ITU)Regulation and legislation is extensive and outside SES s direct control. New o r modified rulesregulations, legislation rdecisions by a relevant governmental entity or the ITU couId materially andadversely affect operations.The international nature SES s business means that it is subject to civil or criminal Iiability under theU.S., UK EU and other regulations in relation to economic sanctions, export controls and anti-briberrequirements. International risks and violations international regulations may negatively affect futureoperations or subject SES to criminal or civil enforcement actions.Disputes in relation to SES s business arise from time to time and can result in legal or arbitrationproceedings. The outcome of these proceedings cannot be predicted. A negative outcome insubstantial Iitigation or arbitration case couId have a material impact on SES s business and financiaposition. pectrum access risk .SES needs access to orbital slots and associated frequencies to permit it to maintain or grow itsatellite system.The TU establishes radio regulations and is responsible for the allocation of frequency spectrum foparticular uses and the allocation orbital locations and associated frequency spectrum. SES can onlaccess spectrum through ITU filings made by national administrations.Orbital slots and associated frequencies are a Iimited resource. The ITU may reallocate spectrum from


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SES has access to a large portfolio o orbital locations that have been filed at the ITU through vadministrations. For each filing the ITU and the national regulators impose various conditions thatto be met in order to secure the spectrum. Operational issues such as satellite launch failure ldelay or in-orbit failure might compromise the access to the spectrum t specifie orbital locationsis committed to the highest quality in satellite procurement and launch which helps to reduce thiln addition SES s large f eet permits the relocation o in-orbit satellites in order to meet the reguconditions in many o the cases.Regulatory riskSES may need to obtain and maintain approvals from authorities or other entities to offer or opsatellite capacity. For example SES must obtain authorisations or landing rights in certain countrisatellites to be able to transmit signais to or receive signais from those countries. The failure to olanding rights or the authorisations necessary to operate satellites intemationally to provide secoud lead to loss o revenues.Customers are responsible for obtaining regulatory approval for their operations. As a result therebe govemmental regulations o which SES is not aware or which may adversely affect the operatiocustomers. SES could lose revenues if customers current regulatory approvals do not remain sufin the view o the relevant regulatory authorities or if additional necessary approvals are not granta timely basis or at ail in ail jurisdictions in which customers wish to operate or provide serviceapplicable restrictions in those jurisdictions become unduly burdensome.xport controlU.S. companies and companies located in the United States must comply with U.S. export contro


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If SES is unable to retain key employees or attract new highly-qualif ied employees, it could havenegative impact on SES s business, financial situation and results.Unforeseen high impact riskSES s operations may be subject to unforeseen events which are both improbable and have a higimpact. Due to the unforeseen nature of the event, it is difficult to manage the impact of such events opredict the nature or extent of the damage. Such unforeseen events may have a significant negativimpact on SES business, financial situation and results.Risks relating to financeEconomie conditions riskThe global financial system has suffered considerable turbulence and uncertainty in recent yearinduding the Eurozone sovereign debt crisis. This turbulence has contributed to a general economslowdown in many of the countries where SES operates. This may have a negative effect on SESperformance if potential customers face difficulties funding their business plans, which cou Id in tumdelay the onset of new revenue. ashf w riskSES operates a strong business model but if, for any reason, SES is not successful in implementing ibusiness model, cash f10w and capital resources may not be sufficient to repay indebtedness. If SESunable to meet debt service obligations or comply with covenants, a default under debt agreementwould occur. To avoid a possible default or upon a default, SES could be forced to reduce or delay thcompletion or expansion of the satellite f1eet sell assets, obtain additional equity capital or refinance o


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identification of a taxable presence of a non-indigenous group company in a taxing jurisdiction, trapricing ad justments application of indirect taxes on certain business transactions after the evendisallowance of the benefits of a tax treaty. In addition, SES may be subject to tax law changestaxing jurisdiction leading to retroactive tax daims.SES has implemented a tax risks mitigation charter based on among other things) a frameworkopinions for the financially material tax positions taken by SES, transfer pricing documentation foimportant inter-company transactions of SES, a transfer pricing policy and procedures for accuracompliance in ail taxing jurisdictions.Uquidity riskSES requires liquidity to maintain its operations and meet its obligations. Any Iiquidity problemshave a significant impact on SES s operations and lead to the breach of contractual obligations.objective is to efficiently use cash generated so as to maintain short-term debt and bank loans atlevaI. In case of liquidity needs, SES can cali on uncommitted loans and a committed syndicatedln addition, if deemed appropriate based on prevailing market conditions, SES can access addifunds through a European Medium-Terrn Note or commercial paper programme. SES s debt maprofile is tailored to allow the company to cover repayment obligations as they fall due.SES operates a centralised treasury function which manages the liquidity of SES in arder to optthe funding costs. This is supported by daily cash pooling mechanism.Further details are provided in Note 19 to the consolidated financial statements.oreign currency risk


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counterparty risk portfolio is analysed on a quarterly basis. Moreover, to reduce this counterparty risthe portfolio is diversified as regards the main counterparties, ensuring a well-balanced relationship foail categories of products derivatives as weil as deposits).Further details are provided in Note 19 to the consolidated financial statements.nternai control proceduresObjectiveThe Board has overall responsibility for ensuring that SES maintains a sound system of internacontrols, including financial, operational and compliance controls.uch a system is an integral part of the corporate governance strategy of the company.Internai control procedures help to ensure the proper management of risks and provide reasonablassurance that the business objectives of the company can be achieved.The internai control procedures are defined and implemented by the company to ensure:the compliance of actions and decisions with applicable laws, regulations, standards, internarules and contracts;the efficiency and effectiveness of operations and the optimal use of the companyresources;

the correct implementation of the company s internai processes, notably those to ensure thsafeguarding of assets;the integrity and reliability of financial and operational information, both for internai anexternal use;


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The policies and procedures, which are formalised by the management of a department or cfunctional teams, apply to ail employees, officers and directors of the company, its subsidiariesother controlled affiliates as the general framework for their own business process design.These policies and procedures also take into account specificities o f each legal entity andadapted where necessary to their activity, size, organisation, and legal and regulatory environmeA Code of Conduct and Ethics has been established to reinforce the corporate governprinciples and control environment. This code is applicable to ail employees, officers and directothe company, its subsidiaries and other controlled affiliates. Regular refresher courses are preseto SES employees worldwide to ensure high level of awareness and compliance by SES staff.The policies outlined in this code are designed to ensure that ail employees, officers and directoat ail times in accordance with the applicable laws, regulations and norms of conduct, and withighest standards of integrity. The code was submitted to the Audit and Risk Committee andbeen approved by the Board. In addition, a Sales Agency and Representative policy hasadopted and implemented to further strengthen this process.Employees and officers in ail entities of the company have been informed of the content of theof Conduct and its applicable principles. An SES Compliance Committee, composed of desigCompliance Officers in each main company location, is tasked with raising the staffs awarenethe code and to ensure a consistent roll-out and training programme for the code. The commmeets regularly to discuss important topics or issues.To ensure full compliance with the data protection laws and regulations, in 2013 SES has appoinData Protection Officer.


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Controls have been established in the processing of accounting transactions to ensurappropriate authorisations for transactions, effective segregation of duties, and the completand accurate recording of financial information.Activities with a significant potential risk, such as financial derivative transactions, take placwithin a clearly defined framework approved by the Board, or are brought to the Board fospecific approval. n accordance with the requirements of IFRS, SES discloses detaileinformation on the market, credit and foreign exchange risks to which it is exposed, as weil aits strategy for managing those risks.The company relies on a comprehensive system of financial reporting. Strategie plansbusiness plans, budgets and the interim and full-year consolidated accounts of the companare drawn up and brought to the Board for approval. The Board also approves ail significaninvestments. The Board receives monthly financial reports setting out the company s financiaperformance in comparison to the approved budget and prior year figures.Any weaknesses in the system of internai controls identified by either internai or externaauditors are promptly and fully addressed.The external auditors perform a Iimited review of the company s half-year financial statementand a full audit of the annual consolidated financial statement.

Regarding the internai controls in the area of treasury management, the following should be noted:The treasury function uses a specifie software that helps to ensure the efficiency and controof the implementation of the SES hedging strategy for interest rate and foreign currencfluctuations. This software also aims to centralise the cash management of the S S affiliates.


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Regarding the intemal controls in the area of tax management, the following should be noted:The tax management department aims to seek upfront tax clearance with relevant locaauthorities with regard to the tax ramifications of main business ventures, corpreorganisations and financing structures of the company. Where this is not possible, thtreatment is analysed based on best authoritative interpretations and reported in intematechnical memos or tax opinions from extemal tax consultancy firms.The transfer pricing team is responsible for continuously improving and fine-tuningrequired contemporaneous transfer pricing documentation underpinning ail inter-comtransactions of the company. SES transfer pricing reports including functional and econanalyses including benchmarking studies), are embedded in a framework consistingmaster file and a transfer pricing policy.

Regarding the intemal controls in the area of satellite operations, the following should be noted:SES s Technology Department is responsible for the procurement of satellites, lavehicles, the procurement and maintenance of satellite-related ground infrastructure, anadministration, control and operations of the global satellite ecosystem.The reporting of the satellite-procurement and operations risk management process thaplace to monitor and assess sources of technical risks and to develop qualitative, quantiand statistical methods which allow the mitigation of risk at the satellite f eet level hasintegrated into the company s Risk Management framework.The operational procedures for satellite control and payload management cover manoeand configuration changes required in nominal situations as weil as in case o f tech


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- The global network that supports TT C (telemetry, tracking and control) has been greatlstrengthened by deploying a dual-redundant state-of-the-art MPLS network connecting athe SOCs and TT C sites worldwide.- The alternative European back-up of the TT C functions has been built out for SESneeds with a fully operational backup plan for ail ASTRA satellites.- ln 2013 the required TT C infrastructure for new satellite missions, as weil as forelocation missions, were provided within the existing back-up concept.

Regarding the internai controls in the area of information and communication technology, the followingshould be noted:Management is committed to ensuring that its data, infrastructure and information technologsystems are as secure as is reasonably practicable. Security controls, policies andprocedures are in place to prevent unauthorised access to premises, computer systemsnetworks and data. Policies and procedures have been defined and implemented in order taddress the more rigorous regulations governing handling of personally identifiable data.Electronic information is regularly backed up and copies are stored off-site.SES has disaster recovery plans for its business applications.An ongoing Information Systems security enhancement initiative has been started bInformation Technology in 2012 to ensure that the impact of new security threats is identifieand assessed, and that potential risks are adequately mitigated.


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SES values and cultureSES employees observe a common set of core values, which provide guidance for their activitiesThese values inspire a unique organisational culture and reflect SES aspirations which are gearedtowards achieving the highest performance at the service of customers, shareholders and society alarge. SES values are primarily focused on providing highest-quality customer service.They are:xcellenceHaving the passion and commitment to be the best in the industry.PartnershipDeveloping and maintaining co-operative relationships which build upon SES strengths and skills toachieve common goals and benefits at the service of the customers.LeadershipArticulating strategic vision, demonstrating values and creating an environment in which SES can meethe needs of the marketplace.ntegrityConsistently applying the principles of honesty, accountability, responsibility, faimess and respect.nnovationEstablishing a business culture that stimulates creativity across the organization, develops employeesskills and improves processes, products and services.The Human Resources (HR) functionSES is supported by a team of HR professionals based in the company s major locations around theworld. HR strategy and objectives are aligned with the business objectives, decisions and guidance oSES s Executive Committee. A major task in 2013 was to support growth in the emerging markets


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Three key principles guide urlearning and development efforts:Leaders as Teachers: Bi-directionallearning with SES s experts as trainersMultimedia: Videos and simulations breathe life into learningInteractivity: The learner has an active role to playDeveloping and retaining talentSES focuses on identifying and developing high-potential leadership talent by means succesplanning. This includes participation in executive assessments executive development programmcoaching and stretch assignments.ln 2013 a dedicated programme was designed for the identification engagement and developmeour high potential employeesln order to support the company s organisational realignment SES launched the MOMENTemployee development programme in 2 which is offered to ail employees in the organisation.first module on organisational change was delivered to ail employees in 2011 and early 2012.second module dedicated to SES strategy included an interactive business simulation and has brolled out across the organisation during 2013. The third module scheduled for 2014 will engemployees on how we interact with our customers and other strategic stakeholders.SES regularly offers key employees international assignments through a Development Programwhich boosts cross-functional and cross-continental talent and knowledge exchange. In 2013 tnew graduates joined our two-year SES Associate Programme consisting of four six-month cfunctional assignmentsFor some companies in Luxembourg the legal framework provides for a personnel delegation a


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agencies, financial journalists and other external audiences, to monitor stock market developmentand to provide feedback and recommendations to the SES Executive Committee.The Vice President, Investor Relations is responsible for the definition and execution of SES s activInvestor Relations programme and participation in investor conferences and similar events. InvestoRelations also works closely with the group s General Counsel to ensure that the group s externacommunications are compliant with ail applicable legal and regulatory requirements. orporate social responsibility orporate Governanceln 2013, SES implemented a range of corporate social responsibility projects and ventures igeographic areas where the SES group has commercial activities, provides communication serviceor otherwise interacts with local communities.The policySES s CSR policy is aimed at supporting educational projects, with a focus on reflecting the groupposition as a leading provider of global communications infrastructure and services. believes it has a responsibility to support projects that contribute to the development o fcommunications-based society and a knowledge-based economy. We believe that progress in thiarea should help develop more resilient and flexible economic structures, contribute to enhancesocial mobility development, and also contribute to the emergence of more sustainable economidevelopment models.ln 2013 SES reinforced its commitment to support educational institutions especially in Africareflecting the company s increasing commercial presence on the African continent.


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SES' partnership with the Universit Catholique de Louvain relates to three projects:Reconfigurable radio systems using non-exclusive frequency bandsHigh rate generic pre-distortion system demonstrator for automated optimized multi-caoperation of a transponderUse of polarization as a signaling dimensionOur engagement with the Sapienza University in Rome involves the following:Mission design for electnc propulsion transfer orbitS S renewed its support to the International Polar Foundation.The company donates bandwidth to enable the foundation's Princess Elisabeth research statioAntarctica to communicate via satellite. Princess Elisabeth Antarctica's design and construcseamlessly integrates passive building technologies, renewable wind and solar energy, wtreatment facilities, continuously monitored power demand and a smart grid for maximising enefficiency.haritable donationsln 2013 S S continued its donation towards the Betzdorf based Institut St Joseph, a homementally handicapped people.S S made a donation to the victims of the November typhoon that struck the Philippines.S S also matched donations made by SES employees to international emergency rorganisations providing help to victims of natural or man-made disasters, especially after the typhthat struck the Philippines.


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correct attitudes in their professional activities. SES regularly conducts a company-wide carbfootprint assessment covering ail its operations.ln 2012, the company s activities related to operating and commercializing SES s satellite f eetweil as general administration, finance and marketing, generated approximately 33,300 tonnesC02e worldwide, a reduction more than 15 compared to 2011.Emissions from Scope 2 electricity consumption represented the largest component of SES s toemissions in 2012 (approximately 61 ) with Scope 1 emissions (approximately 21 ) and Scopebusiness travel (18 ) providing the remaining contribution. Teleports generated the largest sharethe emissions from Scope 1 and Scope 2 sources.Details of the carbon footprint are disclosed as part the Carbon Disclosure Project, in which SEparticipates (www.cdproject.net).ln the wake of the implementation in previous years a substantial carbon reduction plan atheadquarters site in Betzdorf, Luxembourg, SES continues to support carbon reduction initiatives oan ongoing basis, and especially in connection with new building constructions and infrastructuupgrades. In Luxembourg, the company also operates a CHP unit, which reduces the emissions loaof the general grid. In addition, since January 2010, the Luxembourg campus has been usinelectricity sourced from hydropower, which can be considered C02-free; the same appliesoperations in Sweden. The use renewable energy has had a significant additional reduction impa(of an estimated 6,000 tonnes) on the company s carbon emissions in Luxembourg. However, duethe carbon accounting rules, these emissions gains are not reflected in the company s carbodisclosure figures. SES applies best practices in minimising the environmental impact of outsourceactivities, such as the manufacturing and launching of spacecraft. The company also ensures that thamount of radiation emitted from earth stations respects or remains below the maximum leve


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Main SES Shareholdersas 28 February 2 4

A SharesSotina GroupLuxempart Invest rNouvelle Santander Telecommunications S.A.Banque et Caisse d Epargne de l Etat Fiduciary)

B Shares

Attachme


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Attachment 2

Composition the Board Directorsand the Committees set up by the Boardas on December 31 2013

ChairmanMr Ren SteichenVice ChairmenMr Franois TeschMr Jean Paul ZensMembers

Mr Serge AllegrezzaMr Romain BauschMr Marc BeulsMr Marcus Bicknell


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Attachment 2

Chairman s OfficeMr Ren Steichen, ChairmanMr Franois TeschMr Jean-Paul Zens

Audit and Risk CommitteeMr Marc Speeckaert, ChairmanMr Marc BeulsMr Marc ColasMrs Bridget CosgraveMr Jacques EspinasseMr Jean-Claude FinckRemuneration CommitteeMr Ren Steichen, Chairman


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Prsentation desprin ip ux dveloppementsde la so it pend nt l anne2 13 et perspe tivesPresentation of the main developmentsduring 2 13 and perspectives


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SPrime Developments ln 2 3 Solid revenue and EBITDA growth Contract backlog at an historie high Strong video foeus a core growth driver Reinforced position established and targeted devmarkets Extended frequency spectrum at 28.5E for EMEA Three successful satellite launehes underpin growt Further investments high growth markets andapplications, leveraging SES s differentiating eomp Portfolio rationalisation Solaris, ND SatCom and Gdivestments) Leading satellite / space teehnology innovations Improved eash generation and reduced leverage Sustained, improved returns to shareholders Positive outlook


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Robust p Lina Growth

REVENUE EBITD

S

Excluding analogue t constant FX

~ EUR 1 862.5 million

5.9

3.4

Excluding analogue at constant FX.

t constant FX . . _ ~ ~ ~~ U 1 364.7 million

6

2


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Improving EBITD Margins S

2012: 73.10/0

Infrastructure83 3

2012: 83.0 2012: 14.9


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Contract Backlog Increase - Ex-analogue EUR million

7 56 8 7 4 Fully-proteeted eontraet baeklog has grown6 5 4 .. a historie high of EUR 7.5 billion5 3 ,, SES group baeklog at 3 Deeember 2013 , , equals 4.0 x 2013 revenue , Weighted average remaining eontract Iife o;: , 8.5 years , ,2008 2009 2010 2 2012 2013

at constant

2008-2013CAGR of


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Sividend1.07 proposed

EuroTotal of EUR 1 8 billion

dividends2010 20

2010 2011 2012 2013 2014 Dividend per A Share paid

Progressive dividend policy continues to enh n e shareholder returns


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c..01lCD1

J., J


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uilding The uture

Space technology innovation drives costsimprovements More efficient launchers, e.g. S paceX s Fal con 9 More efficient satelli tes, e.g. using electric propulsion Electraprogramme)

Strong video core Ac quir ing new v ideo c us tomers established and emerging markets CEE, Latin America, Asia, Africa) Dev el oping vi deo solutions for the new IP env ironment IP-LNB,SAT>IP)Mobility solutions Footprints designed to support aero/maritime mobile connectivity S ES -6 North Atlantic), S ES -9 Indian Ocean, NE A si a)


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ajor ontracts The Period S

Region

North America

e v e n u e a t c o n ~ a n t Xand Europe only ex-analogue

EUR 398.0 million2.9

Major new and renewal contracts

Gogo, Panasonic, Hughes/Row44KVH Industries, GlobecastITC Global, iN Demand


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1C

w


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leet tilisation

3 60 0 increase in commercially available transponders +51 )... Utilisation rate remained stable at 74 00 0 3 00 0 increase in utilised transponders +32)ln 36 MHz-equivalent transponders YE 2012 YE 2013Europe Utilised 79 278Europe Available 45 34-Europe 80.9 3 1.1North America Utilised 289 279North America Available 384 384North America 75.3 72.7International UtilisedInternational AvailableInternational Group UtilisedGroup AvailableGroup

50070770.71,0681,43674.4

54375671.81 1001 48774.0


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Channel Growth SES carries over 6 000 TV channels of which almost 1 800 HD channels SES transmits over 7 more HD channels than Eutelsat and Intelsat combined VOY growth of 120/0 21 in HD

64 62376265856 554654 5210fi254846 Q4 2 42 2 42 3

2178

6 14864 12 22

8

42

42 42 2 4


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New Satellites Increase Capacity

SES iD~ ~/

/

S u c c e s s f u l ~ l a u n c h e d

ses annual meeting invitation 2014

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