SES Approves Capital Reduction and Share Cancellation at Extraordinary General Meeting in Luxembourg

SES  held its Extraordinary General Meeting on 17 June 2026 at Château de Betzdorf, Luxembourg, where shareholders reviewed and approved a series of resolutions focused on capital structure adjustments, governance enhancements, and the modernization of shareholder meeting procedures.

A key resolution at the meeting was the approval of a capital reduction and share cancellation exercise. The company reduced its share capital by EUR 44,910,780 through the cancellation of 35,928,624 shares, comprising 23,952,416 Class A shares and 11,976,208 Class B shares. These shares had previously been repurchased by SES Astra under a buy-back programme initiated on 2 November 2023 and amended on 2 May 2024. Since the cancelled shares were held by the company itself, no payment was made to external shareholders. As a result of this adjustment, SES’s share capital was reduced from EUR 696,483,000 to EUR 651,572,220.

The meeting also approved updates to the company’s governance framework, particularly in relation to indemnification provisions. New clauses were added to Article 9 of the company’s statutes to formally provide indemnity protections for members of the Board of Directors and the Executive Committee. These provisions cover liability and reasonable legal expenses arising from claims or proceedings, subject to standard exclusions such as wilful misconduct or bad faith.

In addition, shareholders endorsed a series of measures aimed at modernising the conduct of shareholder meetings. These changes introduce the option for hybrid meetings, allowing participation via video conferencing or other telecommunication tools, with remote participants considered present for quorum and voting purposes. The Board was also granted flexibility to determine the timing of the Annual General Meeting within six months of the financial year-end, while ensuring that meetings remain held within Luxembourg.

Further procedural updates strengthened transparency and regulatory alignment. Revised rules now require enhanced publication of meeting notices in the Recueil électronique des sociétés et associations (RESA) and across the European Economic Area. The company will also be required to publish key meeting documents and draft resolutions on its website continuously from the notice period until the meeting date, improving shareholder access to information.

Finally, several administrative clarifications were adopted. These include authorising the Company Secretary to sign extracts of Board minutes, clarifying shareholder voting procedures on annual accounts and profit allocation, and reinforcing the auditor’s role in reporting at Annual General Meetings. Together, these resolutions reflect SES’s ongoing efforts to strengthen governance, improve transparency, and modernise its corporate operations.