SES Announces Extraordinary General Meeting of Shareholders
SES:
Société Anonyme
RCS Luxembourg B 81267
Notice is hereby given of the
Extraordinary General Meeting
of
L-6815 Betzdorf (the "Company"),
Wednesday
AGENDA
- Attendance list, quorum and adoption of the agenda
- Nomination of a secretary and of two scrutineers
-
Cancellation of shares purchased in connection with the buy-back programme of
2 November 2023 , as amended on2 May 2024 , in accordance therewith and pursuant thereto - Reduction of the share capital in accordance with article 450-5 of the law of10 August 1915 on commercial companies, as amended, by forty-four million nine hundred ten thousandseven hundred eighty euro (EUR 44,910,780 ) through the cancellation of thirty-five million nine hundred and twenty-eight thousand six hundred and twenty-four (35,928,624) shares divided into (i) twenty-three million nine hundred and fifty-two thousand four hundred and sixteen (23,952,416) class A shares without indication of a par value and (ii) eleven million nine hundred and seventy-six thousand two hundred and eight (11,976,208) class B shares without indication of a par value, which are held bySES Astra for and on behalf of the Company and which have been purchased in connection with the buy-back programme of2 November 2023 , as amended on2 May 2024 and subsequent amendment of article 4, paragraph 1 of the articles of association of the Company -
Decision to introduce indemnification provisions for the members of the board of directors of the Company and the members of the executive committee of the Company and subsequent addition of new paragraphs (F), (
G) and (H ) to article 9 of the articles of association of the Company - Decision to grant the board of directors of the Company discretion to determine the date of the annual general meeting of shareholders, provided it is held within six (6) months following the end of the financial year and subsequent amendment of article 19, first paragraph of the articles of association of the Company
- Decision to determine the location of the annual general meeting of the shareholders of the Company and of any other general meetings of the shareholders of the Company and subsequent amendment of article 20 of the articles of association of the Company
- Decision to amend the convening notice requirements for general meetings of shareholders so as to specify the publication obligations applicable thereto and subsequent amendment of article 21, first paragraph of the articles of association of the Company and addition of a new article 21, second paragraph to the articles of association of the Company
- Decision to allow general meetings of shareholders to be held in hybrid mode and subsequent addition of a new article 22, fourth paragraph to the articles of association of the Company
- Decision to allow the Company secretary to sign any copy or extract of the minutes of the meetings of the Board and subsequent amendment of article 14, second paragraph of the articles of association of the Company
- Decision to determine the documents and items to be approved at the annual general meeting of the shareholders of the Company and subsequent amendment of article 27 of the articles of association of the Company
- Decision to introduce disclosure obligations requiring the Company to make specified documents and information available to shareholders in connection with general meetings of shareholders and subsequent amendment of article 29 of the articles of association of the Company
- Decision to determine the matters on which the auditor is called to report on at the annual general meeting of the shareholders of the Company and subsequent amendment of article 30 of the articles of association of the Company
- Miscellaneous
The board of directors of the Company recommends that you vote FOR agenda items 1-12 of the extraordinary general meeting of shareholders set forth above.
Attendance
The right of a shareholder to attend the Extraordinary General Meeting ("EGM") and to participate in the vote will be determined at midnight (CET) on the fourteenth day preceding the EGM, i.e.
Withdrawal of FDRs and Conversion into A-shares
An FDR holder who wants to convert FDRs into A-shares has to request this conversion in accordance with conditions 12 and 16 of the Terms and Conditions of the Amended and Restated Fiduciary Deposit Agreement dated
The latest date for withdrawing FDRs and converting into A-shares for attendance at the EGM is
Voting instructions
The FDR holder is entitled, subject to any applicable provisions (e.g.
In order for the voting instructions to be valid, the voting certificate form must be completed and duly signed by the FDR holder or, as the case may be, the beneficial owner. Please feel free to contact Banque et Caisse d'Épargne de l'État,
Upon receipt of the voting certificate on or before the date determined by the Fiduciary (being at the latest
If within eight
After receipt of the written approval of the voting request by the Company, the Fiduciary shall vote or cause to be voted in accordance with the instructions set forth in such requests. The Fiduciary may designate and appoint authorized representatives to attend the meeting and vote on behalf of the FDR holders.
The voting instructions are deemed to be irrevocable and definitive 48 hours prior to the time for which the meeting has been convened, i.e. at the latest on
There will be no vote under item 13. Miscellaneous.
Amendments to the Agenda
One or more shareholders owning together at least 5% of the share capital of SES have the right to add items to the agenda of the EGM and may deposit draft resolutions regarding items listed on the agenda or proposed to be added to the agenda. This request will need to be received at the latest the twenty-second day preceding the EGM, i.e.
At the latest fifteen days preceding the EGM, i.e.
Documents made available by SES
Documents made available by the Company (including the draft resolutions proposed to be adopted at the EGM) for the purpose of this meeting may be inspected during normal working hours by the FDR holders at the offices of the Fiduciary, Banque et Caisse d'Épargne de l'État,
Please feel free to contact SES for further queries in this respect at the following address: shareholders@ses.com.
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Source: SES