Information on SES share classes and ownership restrictions.
SES has issued two classes of shares, A- and B-shares. Each share is entitled to one vote. The ratio of A-shares to B-shares must be maintained at 2:1 as required by the Articles of Incorporation.
A-shares are defined as shares held by institutional and private shareholders. B-shares are owned by the Luxembourg State and by two entities wholly owned by the Luxembourg State. Each B-share has 40% of the economic rights of an A-share.
The listed security is the Fiduciary Depositary Receipt (“FDR”), listed on the Luxembourg and Euronext Paris Stock Exchanges. Each of these is backed by one A-share and has all the rights attaching to that share, except the right of attending General Meetings of shareholders. In order to attend a General Meeting, at least one registered share must be held. Voting rights may be exercised by notifying the Fiduciary (Banque et Caisse d’Epargne de l’Etat) of the voting intention. Of the A-shares, 378 863 850 (82.34% of the economic shares) are currently lodged with the Fiduciary and trade in the form of FDRs.
Please also refer to the interest notifications received under threshold disclosure obligation.
|SES Shareholders(1)||Number of Shares (voting)||% Voting Shareholding||Number of shares (economic)||% Economic Shareholding|
|Registered shares||4 593 750||0.80%||4 593 750||1.00%|
|FDRs (free float)||378 863 850||65.87%||378 863 850||82.34%|
|Total A Shares||383 457 600||66.67%(3)||383 457 600||83.33%(3)|
|BCEE||62 572 893||10.88 %||25 029 157||5.44 %|
|SNCI||62 565 085||10.88 %||25 026 034||5.44 %|
|Etat du Grand-Duché de Luxembourg||66 590 822||11.58 %||26 636 329||5.79 %|
|Total B Shares (2)||191 728 800||33.33 % (3)||76 691 520||16.67 %|
|Total Shares (A+B)||575 186 400||100%||460 149 120||100%|
1) The ratio of voting A-shares to voting B-shares must be maintained at 2:1 as required by the Articles of Incorporation.
2) Each B-shares carries 40% of the economic rights of an A-share.
All percentages have been rounded up to the second decimal, which may result in a rounding difference of the total percentage for A-shares and B-shares.
Restrictions on ownership
No A-shareholder may hold, directly or indirectly, more than 20%, 33% or 50% of the company’s shares unless he has obtained prior approval from the meeting of shareholders in accordance with the procedure described here below. Such limit shall be calculated by considering all the shares held by the A-shareholder.
A shareholder or a potential shareholder who envisages to acquire by whatever means, directly or indirectly, more than 20%, 33% or 50% of the shares of the company (a "demanding party") must inform the Chairperson of the Board of the company of such intention.
The Chairperson of the Board will inform the government of Luxembourg of the envisaged acquisition. The government may oppose the acquisition within three months from such information if it determines that such acquisition would be against the general public interest.
In case of no opposition from the government of Luxembourg, the Board shall convene an extraordinary meeting of shareholders which may decide at a majority provided for in article 450-3 of the law of 10 August 1915, as amended, regarding commercial companies, to authorize the demanding party to acquire more than 20%, 33% or 50% of the shares. If the demanding party is a shareholder of the company, it may attend the general meeting and will be included in the count for the quorum but may not take part in the vote.