Information on SES share classes and ownership restrictions.
The number of issued shares of each class as of 1 April 2021 was as follows:
|SES Shareholders(1)||Number of Shares||% Voting Shareholding||% Economic Participation|
|Registered shares||4 593 750||0.80%||1.00%|
|FDRs (free float)||378 863 850||65.87%||82.34%|
|Total A Shares||383 457 600||66.67%(3)||83.33%(3)|
|BCEE||62 572 893||10.88 %||5.44 %|
|SNCI||62 565 085||10.88 %||5.44 %|
|Etat du Grand-Duché de Luxembourg||66 590 822||11.58 %||5.79 %|
|Total B Shares (2)||191 728 800||33.33 % (3)||16.67 %|
|Total Shares (Actual)||575 186 400|
|Total Shares (Economic)||460 149 120|
Please also refer to the interest notifications received under threshold disclosure obligation.
The ratio of Class A shares to Class B shares must be maintained at 2:1 as required by the Articles of Incorporation.
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.
B-shares are held by the Luxembourg state and the public institutions Banque et Caisse d’Epargne (BCEE) and Société Nationale de Crédit et d’Investissement (SNCI). A B-share carries 40% of the economic rights of an A-share. The B shares are not listed on any exchange and do not back a tradable security.
(1) Significant shareholdings as of 1 April 2021.
(2) A B-share carries 40% of the economic rights of an A-share.
(3) All figures have been rounded up to the second decimal, which may result in a rounding difference of the total percentage for A and B-shares.
Under IAS 33, the earnings per share and dividend per share calculations should be made using the weighted average number of shares during the period. The weighted average number of shares should be adjusted for the shares purchased by the company.
The Company has issued two classes of shares, A and B-shares. Each share is entitled to one vote.
A-shares are defined as shares held by private and institutional investors.
B-shares are owned by the Luxembourg State and by two entities wholly owned by the Luxembourg State. A B-share has 40% of the economic rights of an A-share.
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 taking into account 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.