Obbligazione SES SA 2.875% ( XS2010028343 ) in EUR

SES SA

100 EUR ▲

Lussemburgo

XS2010028343 ( in EUR )

2.875% per anno ( pagato 1 volta l'anno)

perpetue

Prospetto opuscolo dell'obbligazione SES S.A XS2010028343 en EUR 2.875%, scadenza perpetue

100 000 EUR

625 000 000 EUR

27/08/2026 ( In 256 giorni )

SES S.A. è un operatore leader mondiale nelle telecomunicazioni satellitari, fornendo servizi di trasmissione dati, video e connettività a clienti in tutto il mondo.

The Obbligazione issued by SES SA ( Luxembourg ) , in EUR, with the ISIN code XS2010028343, pays a coupon of 2.875% per year.
The coupons are paid 1 time per year and the Obbligazione maturity is perpetue

(incorporated as a société anonyme under the laws of Luxembourg)
625,000,000 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: 99.409 per cent.

The 625,000,000 Deeply Subordinated Fixed Rate Resettable Securities (the Securities) will be issued by SES S.A. (SES or the Issuer) on
27 May 2021 (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 (SES Americas or
the Guarantor and the Guarantee respectively).
The Securities will bear interest on their principal amount from (and including) the Issue Date to (but excluding) 27 August 2026 (the First
Reset Date) at a rate of 2.875 per cent. per annum, payable annually in arrear on 27 August in each year, except that the first payment of
interest, to be made on 27 August 2021, will be in respect of the period from (and including) the Issue Date to (but excluding) 27
August 2021 and will amount to 7.247 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) 27 August 2031 at a rate per annum which shall be
3.19 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 27 August in each year. From (and including) 27 August 2031 to (but excluding) 27 August 2046, the Securities will
bear interest at a rate per annum which shall be 3.44 per cent. above the 5 year Swap Rate for the Reset Period payable annually in arrear on
27 August in each year. From (and including) 27 August 2046, the Securities will bear interest at a rate per annum which shall be 4.19 per
cent. above the 5 year Swap Rate for the relevant Reset Period payable annually in arrear on 27 August 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(h) 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 or 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, during the period commencing on (and including) 27 May 2026 to (and including) the First Reset Date or
on any Call Date thereafter (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, the Issuer may redeem the Securities, in whole
but not in part, on any date prior to 27 May 2026 at the Make-whole Redemption Amount as described in Condition 9(c) (Redemption of the
Issuer (Make-whole)). 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 (A) 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 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 (and any such termination becoming effective upon the
relevant winding up or dissolution taking effect) or (B)(I) the Total Assets of the Guarantor represented less than 10 per cent. of the

Total Assets of the Issuer; and (II) the EBITDA of the Guarantor represented less than 10 per cent. of the EBITDA of the Issuer in
each case as of the end of the previous two Fiscal Periods prior to the date of such termination. The Guarantor may only elect to effect any
such substitution or termination if certain other preconditions set out in "Terms and Conditions of the Securities Substitution of Guarantor
and termination of Guarantee" are satisfied as further described in Risk Factors-- The Guarantor may be replaced by another entity in the
Group or the Guarantee may be terminated.
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 16 July 2019 on prospectuses for securities, as amended (the Prospectus Law), for the approval of this
Prospectus for the purposes of Article 6 of the Prospectus Regulation. Application has also been made to the Luxembourg Stock Exchange
for the Securities to be listed on the official list of the Luxembourg Stock Exchange (the Official List) and admitted to trading on the
regulated market of the Luxembourg Stock Exchange (the Regulated Market). References in this Prospectus to the Securities being listed
(and all related references) shall mean that the Securities have been listed on the Official List and admitted to trading on the Regulated
Market. The Luxembourg Stock Exchange's Regulated Market is a regulated market for the purposes of the Markets in Financial
Instruments Directive (Directive 2014/65/EU (as amended, MiFID II)).
By approving a prospectus, in accordance with Article 20 of Regulation (EU) 2017/1129 (the Prospectus Regulation) and Article 6(4) of the
Prospectus Law, the CSSF does not engage in respect of the economic and financial opportunity of the operation or the quality and solvency
of the Issuer or the Guarantor or of the Securities to be issued hereunder.
This Prospectus has been approved by the CSSF as competent authority under the Prospectus Law and the Prospectus Regulation. The CSSF
only approves this Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus
Regulation. Such approval should not be considered as an endorsement of the Issuers or the quality of the Securities that are the subject of
this Prospectus and investors should make their own assessment as to the suitability of investing in the Securities.
The period of validity of this Prospectus shall be 12 months after the Prospectus has been approved by the CSSF. For the avoidance of
doubt, neither the Issuer nor the Guarantor shall have any obligation to supplement this Prospectus after the Securities have been admitted to
trading.
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, S.A.
(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 S&P Global Ratings Europe Limited (Standard & Poor's) and Ba1 by Moody's Italia S.R.L.
(Moody's) (each, a Rating Agency). As at the date of this Prospectus, the Issuer is rated BBB- (stable outlook) by Standard & Poor's and
Baa2 (negative outlook) by Moody's.
Each of Standard & Poor's and Moody's is established in the European Union and are registered under Regulation (EC) 1060/2009 (the
CRA Regulation). S&P and Moody's also appear on the latest available update (as of 7 May 2021) of the European Securities and Markets
Authority's list of credit rating agencies currently available on its website (https://www.esma.europa.eu/supervision/credit-rating-
agencies/risk). 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.
Global Co-ordinators, Joint Structuring Agents to the Issuer and the Guarantor and Joint Bookrunners
J.P. Morgan
MUFG

Joint Bookrunners
BNP PARIBAS
Goldman Sachs International
HSBC
Mizuho Securities

Co-Lead Manager
IMI Intesa Sanpaolo

The date of this Prospectus is 25 May 2021

ii

This Prospectus comprises a prospectus for the purposes of the Prospectus Regulation 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, as well as the reasons for the issuance
and the impact on the Issuer and Guarantor. The Issuer and the Guarantor accept responsibility for the
information contained in or incorporated by reference in this Prospectus. To the best of the knowledge and
belief of the Issuer and the Guarantor, the information contained in this Prospectus is in accordance with the
facts and the Prospectus makes no omission 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 shall be read and construed on the basis that
such documents are incorporated in and form part of this Prospectus.
Other than in relation to the documents which are deemed to be incorporated by reference (See "Documents
Incorporated by Reference"), the information on the websites to which this Prospectus refers does not form part
of this Base Prospectus and has not been scrutinised or approved by the CSSF.
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). 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
make its own assessment of 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;
(c)
have sufficient financial resources and liquidity to bear all of the risks of an investment in the
Securities;

iii

(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.
Moreover, if the status of the rating agency rating the Securities changes, EU and/or UK regulated investors may
no longer be able to use the rating for regulatory purposes and the Securities may have a different regulatory
treatment. This may result in EU and/or UK regulated investors selling the Securities which may impact the
value of the Securities and any secondary market.
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
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.

iv

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 AG (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, stabilisation may not necessarily occur. 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 cease 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.
MIFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPs ONLY TARGET
MARKET Solely for the purposes of each manufacturer's product approval process, the target market
assessment in respect of the Securities has led to the conclusion that: (i) the target market for the Securities is
eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU, as amended
(MiFID II); and (ii) all channels for distribution of the Securities to eligible counterparties and professional
clients are appropriate. Any person subsequently offering, selling or recommending the Securities (a distributor)
should take into consideration the manufacturers' target market assessment; however, a distributor subject to
MiFID II is responsible for undertaking its own target market assessment in respect of the Securities (by either
adopting or refining the manufacturers' target market assessment) and determining appropriate distribution
channels.
UK MIFIR PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS ONLY TARGET
MARKET Solely for the purposes of each manufacturer's product approval process, the target market
assessment in respect of the Securities has led to the conclusion that: (i) the target market for the Securities is
only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook (COBS), and
professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the
European Union (Withdrawal) Act 2018 (UK MiFIR); and (ii) all channels for distribution of the Securities to
eligible counterparties and professional clients are appropriate. Any distributor should take into consideration
the manufacturers' target market assessment; however, a distributor subject to the FCA Handbook Product
Intervention and Product Governance Sourcebook (the UK MiFIR Product Governance Rules) is responsible
for undertaking its own target market assessment in respect of the Securities (by either adopting or refining the
manufacturers' target market assessment) and determining appropriate distribution channels.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS The Securities are not intended to be offered,
sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail
investor in the European Economic Area (EEA). For these purposes, a retail investor means a person who is one
(or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer within the
meaning of Directive (EU) 2016/97 (as amended or superseded, the Insurance Distribution Directive), where
that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II.
Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the
PRIIPs Regulation) for offering or selling the Securities or otherwise making them available to retail investors
in the EEA has been prepared and therefore offering or selling the Securities or otherwise making them
available to any retail investor in the EEA may be unlawful under the PRIIPS Regulation.
PROHIBITION OF SALES TO UK RETAIL INVESTORS The Securities are not intended to be offered,
sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail
investor in the United Kingdom (UK). For these purposes, a retail investor means a person who is one (or more)
of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of
domestic law by virtue of the European Union (Withdrawal) Act 2018 (EUWA); or (ii) a customer within the
meaning of the provisions of the Financial Services and Markets Act 2000 (the FSMA)and any rules or
regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify
as a professional client, as defined in point (8) of Article 2(1) of UK MiFIR. Consequently no key information
document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA

v

(the UK PRIIPs Regulation) for offering or selling the Securities or otherwise making them available to retail
investors in the UK has been prepared and therefore offering or selling the Securities or otherwise making them
available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
SINGAPORE SFA PRODUCT CLASSIFICATION - In connection with Section 309B of the Securities
and Futures Act (Chapter 289) of Singapore (the SFA) and the Securities and Futures (Capital Markets
Products) Regulations 2018 of Singapore (the CMP Regulations 2018), the Issuer has determined, and
hereby notifies all relevant persons (as defined in Section 309A(1) of the SFA), that the Securities are
`prescribed capital markets products' (as defined in the CMP Regulations 2018) and Excluded
Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products
and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).
Canada: The Securities may be sold only to purchasers purchasing, or deemed to be purchasing, as principal
that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection
73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103
Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the Securities must
be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements
of applicable securities laws. Securities legislation in certain provinces or territories of Canada may provide a
purchaser with remedies for rescission or damages if this Prospectus (including any amendment thereto)
contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the
purchaser within the time limit prescribed by the securities legislation of the purchaser's province or territory.
The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province
or territory for particulars of these rights or consult with a legal adviser. If applicable, pursuant to section 3A.3
(or, in the case of securities issued or guaranteed by the government of a non-Canadian jurisdiction, section
3A.4) of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the Managers are not required to
comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection
with this offering.
BENCHMARK REGULATION Amounts payable under the Securities may be calculated by reference to
the Euro Interbank Offered Rate (EURIBOR) which is provided by the European Money Markets Institute
(EMMI) or the 5 year Swap Rate (as defined in the Conditions) which appears on the Reuters screen
"ICESWAP2" which is provided by ICE Benchmark Administration Limited (ICE). As at the date of this
Prospectus, EMMI appears on the register of administrators and benchmarks established and maintained by the
European Securities and Markets Authority (ESMA) pursuant to article 36 of the Benchmark Regulation
(Regulation (EU) 2016/1011) (the BMR). As at the date of this Prospectus, ICE does not appear on the register
of administrators and benchmarks established and maintained by ESMA pursuant to Article 36 of the BMR. As
far as the Issuer and Guarantor are aware, the transitional provisions in Article 51 of the BMR apply, such that
ICE is not currently required to obtain recognition, endorsement or equivalence.

vi

TABLE OF CONTENTS
PAGE

RISK FACTORS ...................................................................................................................................... 2
DOCUMENTS INCORPORATED BY REFERENCE ......................................................................... 28
OVERVIEW OF THE SECURITIES ..................................................................................................... 31
TERMS AND CONDITIONS OF THE SECURITIES .......................................................................... 40
THE GLOBAL CERTIFICATE ............................................................................................................. 72
PRESENTATION OF FINANCIAL AND OTHER INFORMATION ................................................. 74
FINANCIAL OVERVIEW .................................................................................................................... 78
BUSINESS ............................................................................................................................................. 83
ORGANISATIONAL STRUCTURE OF THE GROUP ..................................................................... 106
REGULATION .................................................................................................................................... 107
DESCRIPTION OF THE ISSUER AND CORPORATE GOVERNANCE ........................................ 131
PRINCIPAL SHAREHOLDERS ......................................................................................................... 147
DESCRIPTION OF THE GUARANTOR ........................................................................................... 149
USE OF PROCEEDS ........................................................................................................................... 152
TAXATION ......................................................................................................................................... 153
SUBSCRIPTION AND SALE ............................................................................................................. 158
GENERAL INFORMATION ............................................................................................................... 161
GLOSSARY ......................................................................................................................................... 164

RISK FACTORS
The Issuer and the Guarantor believe that the following factors may affect their ability to fulfil their obligations
under the Securities. All of these factors are contingencies which may or may not occur. 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.
Factors which the Issuer and the Guarantor believe may be material for the purpose of assessing the market
risks associated with the Securities are also described below.
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.
Prospective investors should also read the detailed information set out elsewhere in this Prospectus (including
any documents incorporated by reference herein), consult their own professional advisers and reach their own
views prior to making any investment decision with respect to the Securities.
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.
Future 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, unfavourable weather conditions 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 satellite or 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 commercial 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.

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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.
In the event of a geostationary orbit (GEO) 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.
In the event of a medium earth orbit (MEO) satellite failure, a limited amount of in-orbit spare capacity
could be utilised to mitigate the loss, or alternatively, the satellites in the constellation could be re-phased in
orbit in order to allow operations to continue with a smaller number of active 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 initial design lives.
The initial design life of a satellite is typically 15 years for GEO satellites and 12 years for MEO
satellites. 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 or commercial factors, its

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actual life may be shorter than its design life. Under these circumstances, depreciation may be accelerated as
well as the lifetime revenue generated reduced, leading to a reduction in the return on investment for the asset.
The Group relies on a limited number of launch providers to launch its satellites.
There are a limited number of commercial launch providers. The Group currently has launch services
contracts with Arianespace S.A. (Arianespace), Space Exploration Technologies (SpaceX) and United Launch
Services, LLC for satellite launches. Relying on a limited number of launch providers exposes the Group to
certain risks. For example, dependency on a small number of launch providers may reduce SES's negotiating
power in relation to the fees it pays for satellite launches. In addition, the Group may experience significant
delays in launching new satellites in the event of a prolonged unavailability of a launch provider. The
unavailability of a launch provider could cause a global shortage in launch service capacity, which in turn could
have a material adverse effect on the Group's business, financial condition and results of operations.
The Group is primarily dependent on a small number of satellite manufacturers and secondary suppliers.
SES is primarily dependent on six major satellite manufacturers for the construction of its satellites and
a small number of suppliers of key components of communications satellites (referred to as secondary
suppliers). Dependency on a small number of satellite manufacturers and secondary suppliers may reduce the
Group's negotiating power and access to advanced technologies, which may only be available from certain
suppliers. This dependence may also result in a higher concentration of risk. SES may experience significant
delays in procuring new satellites in the event of prolonged problems, operational difficulties or financial
difficulties at one of these satellite manufacturers. Further, the difficulties caused by any technical problems
with the design of a particular model of satellite may be multiplied if several satellites of that design are
purchased. SES may experience significant delays in acquiring and launching new satellites in the event of
prolonged problems at one of its secondary suppliers.
The occurrence of the defects or delays described above could have a material adverse effect on the
Group's business, financial condition and results of operations.
Satellites may be subject to damage or loss from events that might not be covered by insurance policies.
SES maintains pre-launch, launch and initial in-orbit insurance, as well as third party liability insurance
for its satellites. SES also maintains in-orbit insurance for its satellites that have book value. The insurance
policies generally contain exclusions from losses resulting from:
·
military or similar action;
·
any anti-satellite device;
·
electromagnetic and radio interference (except for physical damage to a satellite directly resulting from
this interference);
·
confiscation by any governmental body;
·
insurrection and similar acts or governmental action to prevent such acts;
·
nuclear reaction or radiation contamination;
·
wilful or intentional acts by the insured causing the loss or failure of satellites;
·
terrorism; and
·
cyber-attacks.
Furthermore, these insurance policies do not provide compensation for business interruption, loss of
market share, reputational damage, incidental and consequential damages and similar losses that might arise
from the failure of a satellite launch, incorrect orbital placement or the failure of a satellite to perform according
to specifications and the in-orbit insurance only covers losses in excess of the potentially high-risk retention

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