Obligation SAS 5.625% ( XS1405765659 ) en EUR

SAS

100 % ⇌

Luxembourg

XS1405765659 ( en EUR )

5.625% par an ( paiement annuel )

Perpétuelle

Prospectus brochure de l'obligation SES XS1405765659 en EUR 5.625%, échéance Perpétuelle

29/01/2027 ( Dans 354 jours )

Les Sciences Économiques et Sociales (SES) est une discipline scolaire qui vise à comprendre les mécanismes économiques et sociaux des sociétés contemporaines.

L'obligation perpétuelle de SES (XS1405765659), émise au Luxembourg, affichant un prix actuel de marché de 100% de sa valeur nominale en EUR, offre un taux d'intérêt de 5,625% avec une fréquence de paiement annuelle.

IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer
applies to the attached prospectus (the Prospectus) and you are therefore advised to read this carefully
before reading, accessing or making any other use of the Prospectus. In accessing the Prospectus, you
agree to be bound by the following terms and conditions, including any modifications to them from time
to time, each time you receive any information as a result of such access. You acknowledge that this
electronic transmission and the delivery of the Prospectus is confidential and intended only for you and
you agree you will not forward, reproduce or publish this electronic transmission or the Prospectus to any
other person.
THE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES
ACT OF 1933, AS AMENDED (THE SECURITIES ACT). SUBJECT TO CERTAIN EXCEPTIONS,
SECURITIES MAY NOT BE OFFERED, SOLD OR DELIVERED WITHIN THE UNITED STATES OR TO
US PERSONS. ANY FORWARDING, REDISTRIBUTION OR REPRODUCTION OF THE PROSPECTUS
IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS NOTICE MAY
RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER
JURISDICTIONS.
NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR
SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO
SO. THE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED OR SOLD WITHIN THE
UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT
PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL
SECURITIES LAWS.
Confirmation of your representation: The Prospectus is delivered to you at your request and on the basis that
you have confirmed to J.P. Morgan Securities plc, Deutsche Bank AG, London Branch, Goldman Sachs
International, HSBC Bank plc, Banco Bilbao Vizcaya Argentaria, S.A. and Commerzbank AG (the Managers),
SES S.A. (the Issuer) and SES Global Americas Holdings GP (the Guarantor) that you are located outside the
United States and not a U.S. person (as defined in Regulation S under the Securities Act), and you are a person
into whose possession the Prospectus may lawfully be delivered in accordance with the laws of the jurisdiction
in which you are located.
The Prospectus has been made available to you in an electronic form. You are reminded that documents
transmitted via this medium may be altered or changed during the process of electronic transmission and
consequently neither the Issuer, the Guarantor, the Managers nor any of their respective affiliates accepts any
liability or responsibility whatsoever in respect of any difference between the Prospectus distributed to you in
electronic format and the hard copy version. By accessing the linked Prospectus, you consent to receiving it in
electronic form.
In addition, in the United Kingdom, the attached Prospectus is being distributed only to and is directed only at
investors: (a) who are persons who have professional experience in matters relating to investments falling within
Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended
(the Order); or (b) who are high net worth entities falling within Article 49 of the Order, and (c) other persons to
whom it may otherwise lawfully be communicated under the Order (all such person together referred to as
relevant persons). Any investment or investment activity to which the attached Prospectus relates is available in
the United Kingdom only to relevant persons and will be engaged in only with such persons.

Confirmation of your Representation: In order to be eligible to view the attached Prospectus or make an
investment decision with respect to the securities described in the attached Prospectus, investors must comply
with the following provisions. You have been sent the attached Prospectus on the basis that you have confirmed
to the Managers, being the senders of the attached Prospectus that you are either (a) both a person that is (i)
outside the United States (within the meaning of Regulation S under the Securities Act); and (ii) not a U.S.
person (within the meaning of Regulation S under the Securities Act) and the electronic mail address that you
gave us and to which this e-mail has been delivered is not located in the United States of America, its territories
or possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, America Samoa, Wake Island and the
Northern Mariana Islands), any State of the United States or the District of Columbia; (b) a relevant person (as
defined below) if in the United Kingdom; or (c) outside the United Kingdom. By accepting this e-mail and
accessing the attached Prospectus, you shall be deemed to have made the above representation and that you
consent to delivery of such Prospectus by electronic transmission.
You are reminded that you have accessed the Prospectus on the basis that you are a person into whose
possession the Prospectus may be lawfully delivered in accordance with the laws of the jurisdiction in which
you are located and you may not nor are you authorised to deliver the Prospectus, electronically or otherwise, to
any other person.
Neither this electronic transmission nor the Prospectus constitutes or contains any offer to sell or invitation to
subscribe or make commitments for or in respect of any securities in any jurisdiction where such an offer or
invitation would be unlawful.
Neither the Managers nor any of their respective affiliates accepts any responsibility whatsoever for the contents
of the Prospectus or for any statement made or purported to be made by any of them, or on any of their behalf,
in connection with the Issuer, the Guarantor or the offer. The Managers and their respective affiliates
accordingly disclaim all and any liability whether arising in tort, contract or otherwise which they might
otherwise have in respect of such Prospectus or any such statement. No representation or warranty express or
implied, is made by any of the Managers or their respective affiliates as to the accuracy, completeness,
verification or sufficiency of the information set out in the Prospectus.
The Managers are acting exclusively for the Issuer and the Guarantor and no one else in connection with the
offer. They will not regard any other person (whether or not a recipient of the Prospectus) as their client in
relation to the offer and will not be responsible to anyone other than the Issuer and the Guarantor for providing
the protections afforded to their clients nor for giving advice in relation to the offer or any transaction or
arrangement referred to herein.
You are responsible for protecting against viruses and other destructive items. Your receipt of the
electronic transmission is at your own risk and it is your responsibility to take precautions to ensure that it is free
from viruses and other items of a destructive nature.

(incorporated as a société anonyme under the laws of Luxembourg)
550,000,000 Deeply Subordinated Fixed Rate Resettable Securities
guaranteed on a subordinated basis by
SES Global Americas Holdings GP
(established as a general partnership under the laws of the State of Delaware)

Issue Price: 99.304 per cent.

The 550,000,000 Deeply Subordinated Fixed Rate Resettable Securities (the Securities) will be issued by SES S.A. (SES or the Issuer) on
29 November 2016 (the Issue Date) and, subject to "Terms and Conditions of the Securities Substitution of Guarantor and termination of
Guarantee", unconditionally and irrevocably guaranteed on a subordinated basis by SES Global Americas Holdings GP (the Guarantor and
the Guarantee respectively).
The Securities will bear interest on their principal amount from (and including) the Issue Date to (but excluding) 29 January 2024 (the First
Reset Date) at a rate of 5.625 per cent. per annum, payable annually in arrear on 29 January in each year, except that the first payment of
interest, to be made on 29 January 2017, will be in respect of the period from (and including) the Issue Date to (but excluding) 29 January
2017 and will amount to 9.375 per 1,000 in principal amount of the Securities. Thereafter, unless previously redeemed, the Securities will
bear interest from (and including) the First Reset Date to (but excluding) 29 January 2029 at a rate per annum which shall be 5.401 per cent.
above the 5 year Swap Rate (as defined in the Conditions) for the Reset Period (as defined in the Conditions), payable annually in arrear on
29 January in each year. From (and including) 29 January 2029 to (but excluding) 29 January 2044, the Securities will bear interest at a rate
per annum which shall be 5.651 per cent. above the 5 year Swap Rate for the Reset Period payable annually in arrears on 29 January in each
year. From (and including) 29 January 2044, the Securities will bear interest at a rate per annum which shall be 6.401 per cent. above the 5
year Swap Rate for the relevant Reset Period payable annually in arrear on 29 January in each year, all as more particularly described in
"Terms and Conditions of the Securities--Interest Payments".
If the Issuer does not elect to redeem the Securities in accordance with Condition 9(g) thereof following the occurrence of a Change of
Control Event (as defined in the Conditions), the then prevailing interest rate per annum (and each subsequent interest rate per annum
otherwise determined in accordance with the Conditions) shall be increased by 5 per cent. per annum with effect from (and including) the
date on which the Change of Control Event occurred, see "Terms and Conditions of the Securities--Interest Payments--Step-up after
Change of Control Event".
The Issuer may, at its discretion, elect to defer all or part of any payment of interest on the Securities as more particularly described in
"Terms and Conditions of the Securities--Optional Interest Deferral". Any amount so deferred, together with further interest accrued
thereon (at the interest rate per annum prevailing from time to time), shall constitute Arrears of Interest (as defined in the Conditions). The
Issuer may pay outstanding Arrears of Interest, in whole but not in part, at any time in accordance with the Conditions. Notwithstanding this,
the Issuer shall pay any outstanding Arrears of Interest, in whole but not in part, on the first occurring Mandatory Settlement Date (as
defined in the Conditions) following the Interest Payment Date on which a Deferred Interest Payment (as defined in the Conditions) arose,
all as more particularly described in "Terms and Conditions of the Securities-- Optional Interest Deferral--Mandatory Settlement".
The Securities will be perpetual securities in respect of which there is no fixed redemption date, but shall be redeemable (at the option of the
Issuer) in whole but not in part on any Call Date (as defined in the Conditions), at the principal amount of Securities, together with any
accrued and unpaid interest up to (but excluding) such date and any outstanding Arrears of Interest. In addition, upon the occurrence of an
Accounting Event, a Capital Event, a Change of Control Event, a Substantial Repurchase Event, a Tax Deduction Event or a Withholding
Tax Event (each such term as defined in the Conditions), the Securities shall be redeemable (at the option of the Issuer) in whole but not in
part at the prices set out, and as more particularly described, in "Terms and Conditions of the Securities--Redemption".
The Issuer may, upon the occurrence of an Accounting Event, a Capital Event, a Tax Deduction Event or a Withholding Tax Event, at any
time, without the consent of the holders of the Securities, either (i) substitute all, but not some only, of the Securities for, or (ii) vary the
terms of the Securities with the effect that they remain or become, as the case may be, Qualifying Securities, in each case in accordance with
Condition 10 thereof and subject to the receipt by the Fiscal Agent of the certificate of the directors of the Issuer and any relevant opinions
referred to in Condition 11 thereof.
Subject to certain preconditions which are set out in "Terms and Conditions of the Securities Substitution of Issuer", the Issuer may at any
time substitute for itself as the principal debtor under the Securities, the Guarantor or any other member of the Group or a successor in
business of the Issuer. Further, the Deed of Guarantee (as defined in the Conditions) contains provisions which (i) allow the Guarantor at
any time to substitute itself for another entity in the Group or a successor in business of the Guarantor; and (ii) for so long as SES Global
Americas Holdings GP remains Guarantor, permit a termination of the Guarantee where (I) an order is made by any competent court or
effective resolution passed for the winding up or dissolution of SES Global Americas Holdings GP and (II) such winding up or dissolution
is for the purposes of or pursuant to an amalgamation, reorganisation or restructuring while solvent and pursuant to which SES S.A. assumes
all of the assets, liabilities and obligations of SES Global Americas Holdings GP, with any such termination pursuant to (ii) above
becoming effective upon the relevant winding up or dissolution taking effect. The Guarantor may only elect to effect any such
substitution or termination if certain preconditions set out in "Terms and Conditions of the Securities Substitution of Guarantor and
termination of Guarantee" are satisfied.

The Securities will be unsecured securities of the Issuer and will constitute subordinated obligations of the Issuer, all as more particularly
described in "Terms and Conditions of the Securities--Status" and "Terms and Conditions of the Securities--Subordination". The payment
obligations under the Guarantee will constitute subordinated obligations of the Guarantor, all as more particularly described in "Terms and
Conditions of the Securities--Status of the Guarantee" and "Terms and Conditions of the Securities--Subordination of the Guarantee".
Payments in respect of the Securities and under the Guarantee shall be made free and clear of, and without withholding or deduction for, or
on account of, taxes of Luxembourg or the United States, unless such withholding or deduction is required by law. In the event that any such
withholding or deduction is made, additional amounts may be payable by the Issuer or the Guarantor, subject to certain exceptions as are
more fully described in "Terms and Conditions of the Securities--Taxation".
Application has been made to the Commission de Surveillance du Secteur Financier (the CSSF) in its capacity as competent authority under
the Luxembourg Act dated 10 July 2005 on prospectuses for securities, as amended, for the approval of this Prospectus for the purposes of
Article 5.3 of Directive 2003/71/EC, as amended (the Prospectus Directive). Application has also been made to the Luxembourg Stock
Exchange for the Securities to be admitted to the official list of the Luxembourg Stock Exchange (the Official List) and to be admitted
to trading on the Luxembourg Stock Exchange's regulated market (the Market). References in this Prospectus to the Securities being
"listed" (and all related references) shall mean that the Securities have been admitted to the Official List and admitted to trading on the
Market. The Market is a regulated market for the purposes of Directive 2004/39/EC of the European Parliament and of the Council on
markets in financial instruments. By approving this Prospectus, the CSSF gives no undertaking as to the economic and financial soundness
of the transaction or the solvency of the Issuer in line with the provisions of article 7 (7) of the Luxembourg Act dated 10 July 2005 on
prospectuses for securities, as amended.
The Securities will initially be issued in registered form and represented upon issue by a registered global certificate which will be registered
in the name of a nominee for a common depositary on behalf of Euroclear Bank SA/NV (Euroclear) and Clearstream Banking, société
anonyme (Clearstream, Luxembourg) on or about the Issue Date. Securities in definitive form will be issued only in limited circumstances
(as described in "The Global Certificate").
The Securities are expected to be rated BB+ by Standard & Poor's Credit Market Services France SAS (Standard & Poor's) and Ba1 by
Moody's Investors Service Ltd. (Moody's) (each, a Rating Agency). Each of Standard & Poor's and Moody's is established in the European
Union (the EU) and is registered under Regulation (EC) No. 1060/2009 (as amended) of the European Parliament and of the Council of 16
September 2009 on credit rating agencies. A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension,
reduction or withdrawal at any time by the assigning rating agency.
Investing in the Securities involves a high degree of risk. Prospective investors should have regard to the factors described under the
section headed "Risk Factors" in this Prospectus.

Sole Global Co-ordinator and Structuring Agent to the Issuer and the Guarantor and Joint Bookrunner
J.P. Morgan

Joint Bookrunners
Deutsche Bank
Goldman Sachs International
HSBC
Co-Managers

Banco Bilbao Vizcaya Argentaria, S.A.
Commerzbank

The date of this Prospectus is 25 November 2016

ii

This Prospectus comprises a prospectus for the purposes of the Prospectus Directive and for the purpose of
giving information with regard to the Issuer, the Guarantor, the Issuer and its subsidiaries taken as a whole (the
Group) and the Securities which, according to the particular nature of the Issuer, the Guarantor and the
Securities, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial
position, profit and losses and prospects of the Issuer and the Guarantor. The Issuer and the Guarantor accept
responsibility for the information contained in this Prospectus. To the best of the knowledge and belief of the
Issuer and the Guarantor (each of which has taken all reasonable care to ensure that such is the case), the
information contained in this Prospectus is in accordance with the facts and does not omit anything likely to
affect the import of such information.
This Prospectus is to be read in conjunction with all the documents which are incorporated herein by reference
(see "Documents Incorporated by Reference").
This Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer, the Guarantor or
the Managers (as defined in "Subscription and Sale" below) to subscribe or purchase, any of the Securities. The
distribution of this Prospectus and the offering of the Securities in certain jurisdictions may be restricted by law.
Persons into whose possession this Prospectus comes are required by the Issuer, the Guarantor and the Managers
to inform themselves about and to observe any such restrictions.
For a description of further restrictions on offers and sales of the Securities and distribution of this Prospectus,
see "Subscription and Sale" below.
No person is authorised to give any information or to make any representation not contained in this Prospectus
and any information or representation not so contained must not be relied upon as having been authorised by or
on behalf of the Issuer, the Guarantor or the Managers. Neither the delivery of this Prospectus nor any sale made
in connection herewith shall, under any circumstances, create any implication that there has been no change in
the affairs of either the Issuer or the Guarantor since the date hereof or that there has been no adverse change in
the financial position of either the Issuer or the Guarantor since the date hereof or that the information contained
in it or any other information supplied in connection with the Securities is correct as of any time subsequent to
the date on which it is supplied or, if different, the date indicated in the document containing the same.
To the greatest extent permitted by law, the Managers accept no responsibility whatsoever for the contents of
this Prospectus or for any other statement made or purported to be made by a Manager or on its behalf in
connection with the Issuer, the Guarantor or the issue and offering of the Securities. Each Manager accordingly
disclaims all and any liability whether arising in tort or contract or otherwise (save as referred to above) which it
might otherwise have in respect of this Prospectus or any such statement.
The Securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the
Securities Act) and are subject to U.S. tax law requirements. Subject to certain exceptions, the Securities may
not be offered, sold or delivered within the United States or to U.S. persons.
The Securities may not be a suitable investment for all investors. Each potential investor in the Securities must
determine the suitability of that investment in light of its own circumstances. In particular, each potential
investor should:
(a)
have sufficient knowledge and experience to make a meaningful evaluation of the Securities, the merits
and risks of investing in the Securities and the information contained or incorporated by reference in
this Prospectus or any applicable supplement;
(b)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the Securities and the impact the Securities will have on
its overall investment portfolio;

iii

(c)
have sufficient financial resources and liquidity to bear all of the risks of an investment in the
Securities;
(d)
understand thoroughly the terms of the Securities and be familiar with the behaviour of the relevant
financial markets and of any financial variable which might have an impact on the return on the
Securities; and
(e)
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic,
interest rate and other factors that may affect its investment and its ability to bear the applicable risks.
The Securities are complex financial instruments and such instruments may be purchased by potential investors
as a way to reduce risk or enhance yield with an understood, measured, appropriate addition of risk to their
overall portfolios. A potential investor should not invest in the Securities unless it has the expertise (either alone
or with a financial adviser) to evaluate how the Securities will perform under changing conditions, the resulting
effects on the value of the Securities and the impact this investment will have on the potential investor's overall
investment portfolio.
Prospective investors should also consult their own tax advisers as to the tax consequences of the purchase,
ownership and disposition of the Securities.
The credit ratings assigned to the Securities may not reflect the potential impact of all risks related to structure,
market, additional factors discussed above, and other factors that may affect the value of the Securities. A credit
rating is not a recommendation to buy, sell or hold Securities and may be revised or withdrawn by the rating
agency at any time. A credit rating is not a statement as to the likelihood of deferral of interest on the Securities.
Holders have a greater risk of deferral of interest payments than persons holding other securities with similar
credit ratings but no, or more limited, interest deferral provisions. In addition, each of the Rating Agencies, or
any other rating agency may change its methodologies for rating securities with features similar to the Securities
in the future. This may include the relationship between ratings assigned to an issuer's senior securities and
ratings assigned to securities with features similar to the Securities, sometimes called notching. If the Rating
Agencies were to change their practices for rating such securities in the future and the ratings of the Securities
were to be subsequently lowered, this may have a negative impact on the trading price of the Securities.
The investment activities of certain investors are subject to legal investment laws and regulations, or review or
regulation by certain authorities. Each potential investor should consult its legal advisers to determine whether
and to what extent (1) the Securities are legal investments for it, (2) the Securities can be used as collateral for
various types of borrowing and (3) other restrictions apply to its purchase or pledge of any of the Securities.
Financial institutions should consult their legal advisers or the appropriate regulators to determine the
appropriate treatment of Securities under any applicable risk-based capital or similar rules.
The following cautionary statements identify important factors that could cause the Group's actual results to
differ materially from those projected in the forward-looking statements made in this Prospectus. Any
statements about the Group's expectations, beliefs, plans, strategies, objectives, assumptions or future events or
performance are not historical facts and may be forward-looking. These statements are often, but not always,
made through the use of words or phrases such as "will likely result," "are expected to," "will continue,"
"believe," "anticipated," "estimated," "intends," "expects," "plans," "seek," "projection" and "outlook". These
statements involve estimates, assumptions and uncertainties, which could cause actual results to differ materially
from those expressed in them. Any forward-looking statements are qualified in their entirety by reference to the
factors discussed throughout this Prospectus. Important factors that could cause these differences include, but
are not limited to: general economic and business conditions; industry trends; competition; launch delays or
failures; satellite anomalies, damage, failures or destruction; risks relating to insurance; exposure to key
customers; inability to renew existing contracts successfully; changes in technology; changes in government and

iv

other regulation; changes in political and economic stability; currency fluctuations and other risks, including
those described in "Risk Factors" beginning on page 2 of this Prospectus.
Because the risk factors referred to in this Prospectus could cause actual results or outcomes to differ materially
from those expressed in any forward-looking statements made in this Prospectus by the Group or on the Group's
behalf, investors should not place undue reliance on any of these forward-looking statements.
Furthermore, any forward-looking statement speaks only as of the date on which it is made, and the Group
undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the
date on which the statement is made or to reflect the occurrence of unanticipated events. New risk factors will
emerge in the future, and it is not possible for the Group to predict such factors. In addition, the Group cannot
assess the impact of each factor on the Group's business or the extent to which any factor, or combination of
factors, may cause actual results to differ materially from those described in any forward-looking statements.
In connection with the issue of the Securities, J.P. Morgan Securities plc (the Stabilising Manager) (or any
person acting on behalf of the Stabilising Manager) may over-allot the Securities or effect transactions
with a view to supporting the market price of the Securities at a level higher than that which might
otherwise prevail. However, there is no assurance that the Stabilising Manager (or any person acting on
behalf of the Stabilising Manager) will undertake stabilisation action. Any stabilisation action may begin
on or after the date on which adequate public disclosure of the terms of the offer of the Securities is made
and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the issue
date of the Securities and 60 days after the date of the allotment of the Securities. Any stabilisation action
or over-allotment must be conducted by the Stabilising Manager (or any person acting on behalf of the
Stabilising Manager) in accordance with all applicable laws and rules.

v

TABLE OF CONTENTS

PAGE

RISK FACTORS ............................................................................................................................................ 2
DOCUMENTS INCORPORATED BY REFERENCE .................................................................................. 26
OVERVIEW OF THE SECURITIES............................................................................................................ 29
TERMS AND CONDITIONS OF THE SECURITIES .................................................................................. 38
THE GLOBAL CERTIFICATE ................................................................................................................... 64
PRESENTATION OF FINANCIAL AND OTHER INFORMATION ........................................................... 66
FINANCIAL OVERVIEW ........................................................................................................................... 69
BUSINESS .................................................................................................................................................. 79
ORGANISATIONAL STRUCTURE OF THE GROUP .............................................................................. 116
REGULATION .......................................................................................................................................... 120
DESCRIPTION OF THE ISSUER AND CORPORATE GOVERNANCE .................................................. 143
PRINCIPAL SHAREHOLDERS ................................................................................................................ 161
DESCRIPTION OF THE GUARANTOR ................................................................................................... 163
USE OF PROCEEDS ................................................................................................................................. 166
TAXATION ............................................................................................................................................... 167
SUBSCRIPTION AND SALE .................................................................................................................... 172
GENERAL INFORMATION ..................................................................................................................... 175
GLOSSARY .............................................................................................................................................. 177

RISK FACTORS
Any investment in the Securities involves a high degree of risk. Prospective investors should carefully consider,
in light of their own financial circumstances and investment objectives, the following risks before making an
investment decision with respect to the Securities. If any of the following risks actually occur, they could have a
material adverse effect on the Group's business, financial condition, results of operations and future prospects
and the market value of the Securities may be adversely affected.
The risks discussed below are those that the Issuer and the Guarantor believe are material, but these risks
and uncertainties may not be the only risks that the Issuer, the Guarantor and the Group face. Additional risks
that are not known to the Issuer, the Guarantor or the Group at this time, or that are currently believed to
be immaterial, could also have a material adverse effect on the Issuer's and/or the Guarantor's and/or the
Group's business, financial condition, results of operations, future prospects and the value of the Securities. The
order in which the following risks are presented is not intended to be an indication of the probability of their
occurrence or the magnitude of their potential effects.
For the purposes of the Risk Factors, references to SES and to the Group are to SES and its subsidiaries.
Risks Relating to the Group's Business
The Group may experience a launch delay or failure or other satellite damage or destruction during launch,
which could lead to a total or partial loss of the satellite.
Including predecessor companies, since 1988 the Group has launched more than 60 satellites, three of which
resulted in launch failures and some of which experienced launch delays. SES is planning to launch six satellites
between the date of this Prospectus and the end of 2017, each of which is subject to the risk of launch delay or
failure. Launches may be delayed for a variety of reasons including the late availability of the satellite for
shipment to the launch site, the late availability of the launch service or last-minute technical problems arising
on the satellite, the co-passenger satellite or the launcher. Launch failures can occur due to a number of factors,
including technical failure of the launch vehicle and/or human error.
A launch delay or failure could result in significant delays in the deployment of satellites because of the need to
secure another launch opportunity and, in the case of failure, to construct a replacement satellite, which involves
significant replacement cost (which may or may not be covered by insurance) and may take two years or longer.
Moreover, while it may be possible in some cases to transfer the launch to another launch service provider, the
limited number of launch service providers and the process of scheduling a replacement launch may involve
further delay and limit SES's options. Failures or delays could also potentially cause the loss of frequency rights
at certain orbital positions, reduced satellite lifetime in the case of an incorrect orbit injection, reduced
functionality of the satellite, total loss of a mission and, to the extent that there are no other satellites that can be
readily redeployed to carry the traffic that had been contracted for the satellite that was lost, delays in the onset
of projected revenue streams or loss of revenue.
In addition, since satellite capacity agreements signed ahead of launch generally include provisions allowing a
customer to terminate the agreement if the launch fails or delays or failures are not remedied before an agreed
date, any launch failure or delay could cause the Group to lose customers to competing satellite operators. Even
where launch failures or delays are remedied, such failures or delays could damage the Group's reputation.
Satellite launch and in-orbit insurance policies generally do not compensate for lost revenue due to the loss of
customers to competitors because of interruption to services or for consequential losses resulting from any
launch delay or failure.
The occurrence of launch failures and launch delays could therefore have a material adverse effect on the
Group's business, financial condition and results of operations.

2

The Group's satellites may experience in-orbit destruction, damage or other failures or degradations in
performance that could impair the satellites' commercial performance.
Due to the nature of the environment in which they operate, satellites are subject to significant operational risks
while in orbit. One or more of the Group's satellites may suffer an in-orbit failure ranging from a partial
impairment of commercial capabilities to a total loss of the asset. Satellite malfunctions, commonly referred to
as anomalies, can occur as a result of:
· the satellite manufacturer's error, including an undetected design, manufacturing or assembly defect, or
the use of a new technology that proves to be faulty;
· problems with the satellite's power systems, including circuit failures or other array degradation
causing reductions in the power output of the solar arrays on the satellites;
· problems with the satellite's control systems; or
· general failures, including premature component failure.
Certain of the Group's satellites have experienced, and may in the future experience, anomalies or failures,
which could lead to:
· a degradation in commercial performance;
· a reduction in transmission capacity;
· a reduction in the satellite's operational life;
· outages;
· a reduction in the quantity of operating transponders; or
· the total loss of a satellite,
any of which could result in lost revenue until a replacement satellite is launched as well as increased expenses
to replace the satellite. In addition, to the extent that the Group has multiple satellites with similar designs,
problems experienced with one satellite may be experienced with other satellites. For further information about
the health of the Group's satellites, please see "Satellite Fleet - Satellite Health" below.
In the event of a satellite failure, the Group may not be able to continue to provide service to its customers from
the same orbital position or at all, which could harm the Group's reputation and adversely affect its ability to
retain existing customers or attract new customers. The Group has an in-orbit backup strategy at certain key
orbital positions where customers of an impaired satellite can be transferred to another satellite in the Group's
fleet. In addition, the Group has in place a restoration agreement with another satellite operator pursuant to
which customers on an impaired satellite may possibly be transferred to another satellite in that satellite
operator's fleet in order to protect continuity of service. However, there is no guarantee that these mitigations
will be effective, especially in the event of the failure of several satellites.
The occurrence of any of the risks above could have a material adverse effect on the Group's business, financial
condition and results of operations.
The actual lives of the Group's satellites may be shorter than their estimated design lives.
The expected design life of a satellite is typically 15 years. The value of a satellite is normally depreciated on a
straight-line basis over this period. In the event of changes in the expected fuel life of the satellite, in-orbit
anomalies or other technical factors, its actual life may be shorter than its design life. Depreciation may be

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