Ses S.A 6-K, filed Mar 4, 2026
Ses S.A. (SGBAF)
About this 6-K
Ses S.A filed this 6-K on March 4, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16
Under the Securities Exchange Act of 1934
Date: March 4, 2026
Commission File Number: 333-286828
SES
(Translation of registrant’s name into English)
Château de Betzdorf
L-6815 Betzdorf
Grand Duchy of Luxembourg
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K
Annual Report
On March 3, 2026, SES S.A. (the “Company”) issued a press release announcing the publication of its 2025 Annual Report. A copy of the press release is furnished as Exhibit 99.1 to this Report on Form 6-K.
Annual General Meeting of the Company
On March 3, 2026, the Company announced its 2026 Annual General Meeting of Shareholders (“AGM”) to be held on April 2, 2026 at 10:30 a.m. CET at the registered office of the Company. The Convening Notice and Annual General Meeting Materials for the AGM are furnished as Exhibit 99.2 and Exhibit 99.3, respectively, to this Report on Form 6-K.
EXHIBIT INDEX
| Exhibit | Description | |
| 99.1 | Press Release, dated March 3, 2026 | |
| 99.2 | Convening Notice for the 2026 Annual General Meeting | |
| 99.3 | Annual General Meeting Materials | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| SES | ||||||
| (Registrant) | ||||||
| Date: March 4, 2026 | By: | /s/ Elisabeth Pataki | ||||
| Name: | Elisabeth Pataki | |||||
| Title: | Chief Financial Officer | |||||
Exhibit 99.1
|
Press Release
SES publishes 2025 Annual Report |
|
Luxembourg, 3 March 2026 – SES S.A. has today published its 2025 Annual Report, following the announcement of the company’s full year financial results for the 12 months ended 31 December 2025.
For further information please contact:
Steven Lott
Communications
Tel. +352 710 725 500
SES.Press@ses.com
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About SES
At SES, we believe that space has the power to make a difference. That’s why we design space solutions that help governments protect, businesses grow, and people stay connected—no matter where they are. With integrated multi-orbit satellites and our global terrestrial network, we deliver resilient, seamless connectivity and the highest quality video content to those shaping what’s next. Following our Intelsat acquisition, we now offer more than 100 years of combined global industry leadership—backed by a track record of bringing innovation “firsts” to market. As a trusted partner to customers and the global space ecosystem, SES is driving impact that goes far beyond coverage. The company is headquartered in Luxembourg and listed on Paris and Luxembourg stock exchanges (Ticker: SESG). Further information is available at: www.ses.com
Exhibit 99.2
Société Anonyme
RCS Luxembourg B 81267
Notice is hereby given of the
Annual General Meeting
of SES, Société Anonyme, to be held at the Company’s registered office at Château de Betzdorf,
L-6815 Betzdorf (the “Company”), Luxembourg, on
Thursday 2 April 2026 at 10:30 a.m. CET
AGENDA
| 1. | Attendance list, quorum and adoption of the agenda |
| 2. | Nomination of a secretary and of two scrutineers |
| 3. | Presentation by the Chairman of the Board of Directors of the 2025 activities report of the Board of Directors |
| 4. | Presentation of the main developments during 2025 and of the outlook |
| 5. | Presentation of the audit report |
| 6. | Approval of annual financial statements, balance sheet and profit and loss account as of 31 December 2025 |
| 7. | Approval of consolidated financial statements as of 31 December 2025 |
| 8. | Allocation of 2025 profits and transfers between reserve accounts |
| 9. | Discharge of the members of the Board of Directors |
| 10. | Determination of the number of Directors |
| 11. | Confirmation of the co-optation of Joseph Cohen and determination of the term |
| 12. | Election of Joseph Cohen as Director for a three-year term |
| 13. | Re-election of Frank Esser as Director for a three-year term |
| 14. | Re-election of Anne-Catherine Ries as Director for a one-year term |
| 15. | Approval of the Remuneration Policy |
| 16. | Determination of the remuneration of the members of the Board of Directors |
| 17. | Approval of the Remuneration Report |
| 18. | Appointment of the external auditor for the year 2026 and determination of its remuneration |
| 19. | Resolution on Company acquiring its own FDRs and/or its own A, or B shares |
| 20. | Miscellaneous |
Attendance
The right of a shareholder to attend the Annual General Meeting (“AGM”) and to participate in the vote will be determined at midnight on the fourteenth day preceding the AGM, i.e. 19 March 2026 (the “Registration Date”). If a Fiduciary Depositary Receipts (“FDR”) holder wishes to attend the meeting he has to be recorded as a shareholder in the share register of the Company prior to the Registration Date. Anyone not being a shareholder on the Registration Date may not attend or vote at the AGM.
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 26 September 2001. This document is available at the Banque et Caisse d’Épargne de l’État, Luxembourg. No charge for conversion will be requested for natural persons who are not yet shareholders of category A and who proceed to a conversion of a maximum of 10,000 FDRs into A-shares, allowing them to participate in the AGM of 2 April 2026.
The latest date for withdrawing FDRs and converting into A-shares for attendance at the AGM is 19 March 2026 at 4:30 p.m. CET. Shareholders who have converted their FDRs into A-shares prior to that date will receive a copy of the AGM documents and details required to attend this year’s AGM. Please feel free to contact Banque et Caisse d’Épargne de l’État, Luxembourg, for further queries in this respect, at the following address: securitisation.irm@spuerkeess.lu
Voting instructions
The FDR holder is entitled, subject to any applicable provisions (e.g. Luxembourg law, articles of association, shareholders’ thresholds and concession agreement) to instruct the Fiduciary via his bank as to the exercise of the voting rights by means of a voting certificate available on request at the bank where the FDRs are held.
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, Luxembourg, for further queries in this respect at the following address: securitisation.irm@spuerkeess.lu
Upon receipt of the voting certificate on or before the date determined by the Fiduciary (being at the latest 1 April 2026 at 10:30 a.m. CET) with such certification and evidence as requested by the Fiduciary or by the Company, the Fiduciary shall transmit to the Company the relevant certifications and supporting evidence and the Company shall verify whether the relevant holders of FDRs or the beneficial owners thereof would qualify as an A-shareholder of the Company if in lieu of FDRs they would hold the corresponding number of A-shares.
If within eight Luxembourg business days from the receipt of such certification and supporting evidence, the Company has not notified the Fiduciary of its rejection of the request of a holder to exercise its voting rights pertaining to the A-shares underlying its FDRs, the Company shall be deemed to have accepted the relevant voting request.
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 31 March 2026 at 10:30 a.m. CET. If the Fiduciary has not received voting instructions from the FDR holder, the Fiduciary shall be deemed to have been instructed to vote in the manner proposed by the Board of Directors in the relevant meeting.
There will be no vote under item 20. 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 AGM 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 (i.e. 11 March 2026) preceding the AGM and made in writing via mail (SES, Attn. Ms Sarah Gavin, Château de Betzdorf, L-6815 Betzdorf, Luxembourg) or email (shareholders@ses.com) and will need to include a justification or draft resolution to be adopted at the AGM. The written request will need to include a contact address (mail or email) to which the Company can confirm receipt within 48 hours from the receipt of the request.
At the latest fifteen days (i.e. 18 March 2026) preceding the AGM, the Company will then publish a revised agenda.
Documents made available by SES
Documents made available by the Company (including the recommendations of the Board of Directors) 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, Luxembourg, Issuer Services/IRM, 16 rue Zithe, L-2954 Luxembourg, or alternatively at the offices of the Listing Agents, BGL BNP Paribas S.A., 50 avenue J.F. Kennedy, L-2951 Luxembourg, and Société Générale, GSSI/GIS/CMO/AGL, 32 rue du Champ de Tir, F-44312 Nantes Cedex 3, France, and are available on the following websites www.ses.com and www.spuerkeess.lu/SES
Please feel free to contact SES for further queries in this respect at the following address: shareholders@ses.com
Exhibit 99.3
Annual General Meeting
| 1 | Attendance list, quorum and adoption of the agenda |
According to article 24 of the Articles of Association “The Meeting may deliberate validly only if at least half of the shares of Class A and at least half of the shares of Class B are represented”.
The Meeting is asked to adopt the agenda.
| 2 | Nomination of a secretary and of two scrutineers |
According to article 23 of the Articles of Association “The Chairperson shall appoint a secretary. The Meeting shall appoint two scrutineers”.
| 3 | Presentation by the Chairman of the Board of Directors of the 2025 activities report of the Board of Directors |
Presentation by the Chairman of the Board of Directors of the 2025 activities report of the Board of Directors.
| SES, société anonyme, Château de Betzdorf, L-6815 Betzdorf | Annual General Meeting | 2 April 2026 |
Corporate Governance & Remuneration Report SES|Annual Report 2025 | 133
Contents Corporate Governance & Remuneration Report
Shareholder Structure Shareholder Structure as of December 31, 2025 SES S.A. (‘SES’ or ‘the Company’) has been listed SES Shareholders Number Voting Economic on the Luxembourg Stock of Shares Participation Participation Exchange since 1998 and Registered shares 898,234 0.16% 0.20% on the Euronext Paris Stock FDRs (free float) (1) 343,816,123 61.71% 77.13% Exchange since 2004. The Company has issued two FDRs held by SES 2,558,176 0.50% 0.63% classes of shares: A-shares FDRs held by SES Astra 23,952,416 4.30% 5.37%(2) and B-shares. Each share is entitled to one vote. One Total A Shares 371,457,600 66.67% 83.33% B-share carries 40% of the BCEE 56,706,151 10.18% 5.09% economic rights of an A-share. SNCI 56,699,076 10.18% 5.09% The ratio of A-shares to B-shares must be maintained Etat du Luxembourg 60,347,365 10.83% 5.42% at 2:1 as required by the SES Astra 11,976,208 2.15% 1.07% Articles of Association. Total B Shares 185,728,800 33.33% 16.67% Total shares (actual) 557,186,400 100.00% 100.00% 1. Not including FDRs held by SES and SES Astra 2. SES does not exercise voting rights. Total shares (economic) 445,749,120 Class A Shares A-shares are held The listed security is the Fiduciary To attend a general meeting, a Depositary Receipt (FDR), listed on shareholder must hold at least one by private and the Luxembourg Stock Exchange and registered share. Voting rights attached institutional investors. Euronext Paris. Each FDR represents one to FDRs may be exercised by notifying A-share and carries all rights attached the fiduciary (Banque et Caisse d’Épargne to that share, except the right to attend de l’État) in accordance with the general meetings of shareholders. published procedure. Class B Shares Class B-shares are not listed. These Class B-Shares are held by: A B-share has 40% of the economic shares constitute the • The State of Luxembourg which holds rights of an A-share or, in case the a direct 10.83% voting interest. company is dissolved, is entitled to 40% company’s B-shares. • Banque et Caisse d’ Épargne de l’État of the net liquidation proceeds paid to (BCEE) and Société Nationale de Crédit et d’Investissement (SNCI) a-shareholders. The B-shares are not which each hold a direct 10.18% listed on any exchange and do not back voting interest. a tradable security. SES | Annual Report 2025 | 135
Restrictions on Ownership No A-shareholder may hold, directly which may oppose the acquisition or indirectly, more than 20%, 33% within three months from such or 50% of the Company’s shares information if it determines that such unless such shareholder has obtained acquisition would be against the prior approval from the meeting of general public interest. shareholders in accordance with the Investor Relations procedure described here below. If no objection is raised, from the Such limit shall be calculated by government of Luxembourg the A dedicated Investor Relations taking into account the shares of all board will convene an extraordinary (IR) function reports to the classes held by an A-shareholder, shareholders’ meeting to decide at a Chief Financial Officer and shareholder or a potential shareholder majority provided for in article 450-3 works closely with the Chief Executive Officer and Chief who envisages to acquire by whatever of the Luxembourg Law of 10 August Financial Officer. Its purpose means, directly or indirectly, more 1915 on commercial companies, as is to develop and coordinate than 20%, 33% or 50% of the shares amended, to authorize the demanding the group’s external financial of the Company (a ‘demanding party to acquire more than 20%, 33% communications and party’) must inform the chairperson or 50% of the shares. If the demanding interactions with equity and of the board of such intention. The party is a shareholder, they may attend debt investors, investment analysts, credit rating agencies, chairperson of the Board will inform the meeting and be counted for the financial journalists and other the Luxembourg Government, quorum, but may not vote. external audiences, to monitor stock market developments, and to provide feedback and recommendations to the Senior Information Exchange Regarding Leadership Team. Corporate Governance The Head of Investor Relations is responsible for the definition The Company ensures transparent documents such as the Articles and execution of SES’s active communication with its shareholders of Incorporation, the Corporate Investor Relations program through the corporate governance Governance Charter (including the and participation in investor section of its website and through charters of the board’s committees) conferences and similar events. Investor Relations the dedicated e-mail address and the separate sections on the also works closely with the shareholders@ses.com. In line with composition and responsibilities of the Chief Legal Officer to ensure Luxembourg law, shareholders may board of directors, its committees and that the group’s external receive all corporate documentation, the Senior Leadership Team (‘SLT’). communications are compliant including materials for shareholder with all applicable legal and meetings, in electronic format. The website also contains the SES regulatory requirements. Code of Conduct and Ethics, the SES The SES Investor Relations team The SES website provides regularly Dealing Code, the financial calendar will be pleased to assist existing updated information, including the and any other information that may or potential shareholders with latest version of the main governance be of interest to the shareholders. any questions they may have in relation to SES. Further, the SES IR section of the website contains information on all recent financials, analyst coverage, financial calendar and Company news, and is updated on a regular basis. SES | Annual Report 2025 | 136
Chairperson’s Report on Corporate Governance The Company adheres to the ‘Ten Principles of Corporate Governance’ adopted by the Luxembourg Stock Exchange (its home market), as last revised in January 2024. SES complies fully with all the recommendations made by those principles. SES also complies with the governance rules for companies listed in Paris, where the majority of the trading of SES FDRs takes place. In the instance of conflicting compliance requirements, SES follows the rules of the home market. The Annual General Meeting of Shareholders Under Luxembourg company law, of the AGM, including the time of the Company’s annual and / or the meeting and the agenda, at least extraordinary general meetings 30 days prior to the meeting. Holders represent the entire body of of the company’s FDRs are represented Organization Principles shareholders of the Company. at the meeting by Banque et Caisse They have the widest powers, and d’Épargne de l’État acting as fiduciary. The Company was established resolutions passed at such meetings Each FDR represents one A-share. as a Societé Anonyme in are binding upon all shareholders, If a holder of FDRs wishes to attend Luxembourg on March 16, 2001 under the name SES Global. On whether absent, abstaining from voting the AGM of shareholders in person, November 9, 2001, SES became or voting against the resolutions. that shareholder needs to convert the parent company of SES at least one FDR into an A-share ASTRA S.A. (SES ASTRA) which The meetings are presided over by prior to the AGM. was originally incorporated the chairperson of the board or, in in 1985. A copy of the latest their absence, by one of the vice Notice of the meeting and of the version of SES’s articles of incorporation is available in the chairpersons of the board or, in proposed agenda is also published corporate governance section of their absence, by any other person in the media that can reasonably be the Company’s website. appointed by the meeting. Any expected to effectively disseminate the shareholder who is recorded in the information to the public throughout Company’s shareholder register the European Economic Area. The 14 days before the meeting is fiduciary circulates the draft resolutions authorized to attend and to vote to both international clearing systems, at the meeting. A Class A-shareholder Clearstream and Euroclear, allowing may act at any meeting by appointing FDR holders to give their voting a proxy (who does not need to be instructions to the fiduciary in time for a Class A-shareholder). the meeting. At the same time, the draft resolutions are made available on The annual general meeting (AGM) the Company’s and on the fiduciary’s is held on the first Thursday in April website. Unless the fiduciary has at 10:30 am CET. Each registered received specific instructions from shareholder receives written notice the FDR-holder, the fiduciary votes in SES | Annual Report 2025 | 137
The General Meeting represents all shareholders and holds the Company’s highest decision-making authority. favor of the proposals submitted by It may then deliberate regardless of the board. One or more shareholders the number of shares represented. owning together at least 5% of the share capital of SES may (i) request The proceedings are mostly held in that one or more items are added English, but a French translation is to the agenda of any meeting of provided by the Company. An English shareholders, provided that such item version of the AGM minutes and the is accompanied by a justification or a results of the shareholders’ votes are draft resolution to be adopted in the published on the SES website within meeting, or (ii) table draft resolutions 15 days of the AGM. for items included or to be included on the agenda of the meeting and indicate Except where Luxembourg law or the postal or electronic address of the articles of association provide the sender. Such request needs to be otherwise, resolutions are adopted made in writing (via mail or e-mail) by a simple majority of votes cast. and received no later than the twenty-second day preceding the AGM. The In 2025, the AGM was held on April written request must include a contact 3 at the Company’s headquarters in address to which the Company can Betzdorf. Shareholders were invited confirm receipt within 48 hours from to send their questions ahead of the the receipt of the request. meeting, although additional questions were asked during the meeting. At the No later than fifteen days preceding AGM 343,231,054 out of 371,457,600 the AGM, the Company then publishes Class A shares and 173,752,592 out of a revised agenda. The meeting may the 185,728,800 Class B shares were deliberate validly only if at least half present or represented at the meeting, of the A-shares and at least half representing 92,78% of the Company’s of the B-shares are represented. If share capital. The 3,882,497 FDRs the required quorum is not reached, held by the Company the 23,952,416 the meeting will be reconvened in FDRs held by SES ASTRA and the accordance with the form prescribed 11,976,208 Class B shares held by by the articles of incorporation. SES ASTRA, are not included. SES | Annual Report 2025 | 138
Board of Directors and Committees The board of directors is entrusted with inter alia, business plan, the consolidated annual budget of the the following responsibilities: Company and the management report for submission • defining the Company’s strategic objectives and to the meeting of shareholders; approving its overall corporate plan; • approving major investments; and, • approving, upon proposal by the Senior Leadership • the responsibility towards shareholders and third parties Team, the annual financial statements of the Company, for the management of the Company while delegating the annual consolidated financial statements and the day-to-day management to the Senior Leadership Team appropriation of results, the Group’s medium-term in accordance with the Company’s internal regulations. Composition of the Board of Directors Frank Esser was appointed as several managerial positions with a director on February 11, 2020 Mannesmann group. He also serves and elected as chairperson of the as vice chairperson of Swisscom. board on April 2, 2020. He was He serves on the Nomination and re-elected as chairperson on April 7, Governance Committee and on the 2022. He previously served as Remuneration Committee of SES. chairperson and CEO of SFR, Mr. Esser holds a PhD in Managerial the leading private French Economics and an M.Sc. in Economics, telecommunications operator. both from the University of Cologne. In this capacity, he also served as a board member of Vivendi Group. Mr. Esser is a German national and Prior to joining SFR, Mr. Esser held qualifies as an independent director. Frank Esser Chairperson of the board Mr. van Bommel was appointed as a Board of the Faculty of Economics director on April 2, 2020 and elected and Business at the University of as vice-chairperson of the board on Amsterdam and Chair of the EMFC April 7, 2022. Mr. van Bommel served Curatorium of the Amsterdam as Chief Financial Officer and member Business School. In the past, he of the Board of Management of ASM served as a director of several other International from August 2010 until listed companies, including KPN May 2021. He has more than twenty in The Netherlands. years of experience in the electronics and semiconductor industry, having He is chairperson of the Audit and spent most of his career at Philips Risk Committee and a member of the which he joined in 1979. Remuneration Committee of SES. Peter van Bommel Vice-chairperson of the board He currently chairs the boards of Mr. van Bommel holds an M.Sc. in and chairperson of the Audit Aalberts N.V. and Nedap N.V., and Economics from Erasmus University and Risk Committee also serves on the board of the in Rotterdam. Bernhoven Foundation and the Tom Tom Continuity Foundation. In addition, Mr. van Bommel is a Dutch national and he is a member of the Advisory qualifies as an independent Director. SES | Annual Report 2025 | 139
Ms. Ries was appointed as a director Ms. Ries holds a law degree from the on January 1, 2015 and elected as University of Paris II and the University vice-chairperson of the board on April of Oxford, as well as postgraduate 4, 2019. She was re-elected as vice- LL.M degree from the London School chairperson on April 7, 2022. of Economics. Ms. Ries currently serves as First Ms. Ries is the chairperson of the Government Advisor to the Prime Nomination and Governance Minister of Luxembourg, in charge of Committee and a member of the media, telecom and digital policy. Prior Remuneration Committee of SES. to this appointment in 2019, she played a key role in developing Luxembourg’s Ms. Ries is a Luxembourg and Anne-Catherine Ries technology and digital innovation French national. She does not qualify Vice-chairperson of the board ecosystem, notably through the launch as an independent director because and chairperson of the Nomination of the “Digital Luxembourg” initiative she represents a significant and Governance Committee in 2014. shareholder. Ms. Bozet was co-opted as a director on producer. She has also served as board February 24, 2023 and her appointment member of IEE S.A. was confirmed at the Annual General Meeting of shareholders on April 6, 2023. Ms. Bozet is an active member of Women on Board and the Luxembourg Ms. Bozet also serves as a board Institute of Governance (‘ILA’). Ms. Bozet director and member of the Audit and holds a Master in Business Engineering Risk Committee and Remuneration from HEC Liège. Committee at Herstal Group, a leader in defense and security and in Detaille aux She is a member of the Audit and Prés, a family-owned business. Until the Risk Committee. end of 2022, she was CEO and board member delegated to daily management Ms. Bozet is a Belgian national and Fabienne Bozet of Circuit Foil, a leading copper foil qualifies as an independent director. Director Joseph C. Cohen was co-opted as a Capital Partners) in 2009, previously Director in September 2025 and his having evolved as Managing Director of appointment will be submitted for Merchant Banking and Private Equity at shareholders approval at the General Lehman Brothers. Today, Trilantic Europe Meeting on April 2, 2026. is a fund of approximately EUR 2.5 billion, principally focused on mid-market Mr. Cohen is a seasoned board member, deals in Continental Europe, but also has with over 40 years of experience in a history of investing into the satellite corporate finance, M&A, and private sector. He is currently at Trilantic Europe equity, having served on numerous where he continues to act as Joint boards of private and public companies Founding Partner. across sectors, including telecom, financial services, consumer goods Mr. Cohen holds a B.Sc. in Economics, Joseph C. Cohen and healthcare, with a 40-year career Accounting and Finance from the London Director in corporate finance, M&A, and private School of Economics & Political Science. equity. c. Mr. Cohen has co-founded Mr. Cohen is a British national and Trilantic Europe (formally Trilantic qualifies as an independent director. SES | Annual Report 2025 | 140
Mr. Carlo Fassbinder was appointed of Société Electrique de l’Our. He as director on April 7, 2022. He has holds a Maîtrise en droit des affaires 25 years of experience in taxation, from Robert Schuman University in finance and accounting and has acted Strasbourg and a Magister Legum as Director of Tax at the Ministry of (LL.M.) in Tax Law from Ludwig Finance since 2017, advising the Maximilians University, Munich. Finance Minister on tax policy and treaties and assisting in the preparation Mr. Fassbinder is a member of the of the Council meeting (ECOFIN). Audit and Risk Committee of SES. From 1997 to 2017 he worked in the tax department of BGL BNP Paribas Mr. Fassbinder is a Luxembourg where he became Head of Tax Retail national and does not qualify as an Carlo Fassbinder & Corporate Banking in 2011. Mr. independent director because he Director Fassbinder is also a board member represents a significant shareholder. Ellen Lord was elected as a director Solutions and Rebellion Defense in on April 3, 2025. She served as Under addition to acting as an advisor to John Secretary of Defense for Acquisition Hopkins University Applied Physics and Sustainment at the United States Laboratory, MIT Lincoln Laboratory, the Department of Defense from 2017 to National Defense Industrial Association 2021. From 1984 to 2017 she was Emerging Technology Institute and part of Textron, Inc., one of the world’s defense tech companies. best known multi-industry companies recognized for its powerful brands Ms. Lord holds a B.A. in Chemistry such as Bell, Cessna, Beechcraft, and Biology from Connecticut College E-Z-GO, Arctic Cat and many more and an M.S. in Chemistry from the where she held various positions University of New Hampshire. Ellen Lord including President and CEO of Textron Director Systems from 2012 to 2017. She is a Ms. Lord is a member of the director of Parsons Corporation and Remuneration Committee of SES. AAR Corp., both listed companies. She also sits on the board of non- Ms. Lord is a US national and qualifies listed entities Exiger LLC, LightRidge as an independent director. Ms. Thoma became a director on June in Law from the Université de Paris II 16, 2016. Ms. Thoma is President and Panthéon-Assas and an LL.M. from Chief Executive Officer of Banque Harvard Law School. Ms. Thoma is et Caisse d’Epargne de l’Etat, and a the Chairperson of the Remuneration member of the Boards of Directors Committee and a member of the Audit of Cargolux International Airlines and Risk Committee of SES. S.A., Luxair S.A., the Luxembourg Stock Exchange and of Enovos Ms. Thoma is a Luxembourg Luxembourg S.A. She was a member national. She is not an independent of the Luxembourg Council of State director because she represents from 2000– 2015 and holds a PhD a significant shareholder. Françoise Thoma Chair of the Remuneration Committee SES | Annual Report 2025 | 141
John Shaw was elected as a director multiple advanced degrees, including: on April 3, 2025. He is a former • M.Sc. in Aeronautics and Deputy Commander of United Astronautics (University of States Space Command and the Washington) first Commander of the USSF Space • M.A. in Organizational Management Operations Command. During his 33 (George Washington University) years in the U.S. Air Force and U.S. • M.S. in Military Operations Arts and Space Force, he served in a variety Sciences (USAF Air Command and of air and space operations and staff Staff College) positions, from Silicon Valley to Europe, • M.S. in National Security Strategy and commanded at the squadron, (National War College). group, wing, and numbered air force John Shaw levels, including as Commander of John Shaw is a member of the Director the 14th Air Force and Combined Nomination and Governance Forces Space Component Command. Committee of SES. Gen. Shaw has more than 34 years of experience in national security John Shaw is a US national and and aerospace engineering. He holds qualifies as an independent director. Ms. Wehr-Seiter was appointed as positions in strategy consulting and a director on January 1, 2015. She engineering. She serves as a director currently serves as a Managing of Bellevue Group and several non-Director of BIP Investment Partners listed corporations. Mrs. Wehr-Seiter SA and a Managing Director/Partner holds an MBA from INSEAD and an of BIP Capital Partners. Prior to M.Sc. in Mechanical Engineering from joining BIP, she served as a Principal the Technical University of Chemnitz. at global investment firm Permira and worked also as an independent Ms. Wehr-Seiter is a member of the strategy consultant and Senior Audit and Risk Committee and of the Advisor to international private Remuneration Committee of SES. equity group Bridgepoint. Katrin Wehr-Seiter Ms. Wehr-Seiter is a German Director She started her professional career national and qualifies as an at Siemens AG where she held various independent director. SES | Annual Report 2025 | 142
Mission and Composition of the Board As of December 31, 2025, the board of age of the board was [58.1] years. SES is composed of 10 non-executive In accordance with the Company’s ~~o directors, 5 of whom are female (50%). articles of association, two-thirds Mr. Kaj-Erik Relander, who became a of the board members represent the In accordance with internal director on April 6, 2017, informed the holders of A-shares and one-third regulations adopted by the board of directors of his resignation of the board members represent board, at least one-third of on July 30, 2025. In the event of a the holders of B-shares. the board members must vacancy on the board, the remaining be independent directors. directors may, upon a proposal from Employees are represented on the A director is considered the Nomination and Governance board of directors of SES ASTRA S.A. independent if they have no relationship with the Company Committee and on a temporary basis, as the holder of the State concession or its management that may fill such a vacancy by a majority vote. in accordance with applicable legal impact their judgment. In accordance with the Company’s provisions. As part of a voluntary articles of association, Mr. Joseph C. arrangement, the SES ASTRA board Independence for these Cohen was co-opted on September delegates one observer, chosen from purposes is defined as: 25, 2025. His appointment will be among the employee representatives, • not having been an employee or officer of the company over submitted for definitive approval at the to the SES board. the previous five years; next Annual General Meeting (AGM), • not having had a material and he will complete the term of the Mathis Prost was the Secretary business relationship with director whose seat became vacant. to the board of directors until July 31, the company over the last 2024. Evgenia Paliy was appointed three years; and All current directors were appointed as Secretary to the Board as of • not representing a significant shareholder holding more by the AGMs in the past three years. November 25, 2025. than 5% of the voting shares In addition, Mr. Jacques Thill who was directly or indirectly. appointed as a director on December The Nomination and Governance 2, 2021 and approved by the AGM on Committee considers professional As of December 31, 2025, April 8, 2022, informed the board of background, experience, and seven (70%) directors are directors of his resignation, effective geographical background. In considered independent: on December 31, 2025. assessing professional background Fabienne Bozet, Joseph C. Cohen, Frank Esser, Ellen Lord, and experience, the Nomination and John Shaw, Peter van Bommel, The mandates of the current directors Governance Committee will consider and Katrin Wehr-Seiter. will expire at the AGMs of April 2026, various criteria including but not 2027, and 2028 respectively. A director limited to (i) international executive, As of the same date three may also be revoked at any moment management, board or professional (30%) directors proposed by the shareholders as there is no experience, (ii) experience in, and by B-shareholders are not considered independent as notice period. The maximum tenure knowledge of, the satellite or adjacent they represent significant on the board is limited to 12 years, similar industries, (iii) video and data shareholders owning more and the age limit is 72 years. Any product knowledge, and (iv) financial, than 5% of the Company’s director reaching this age during tax, legal, regulatory, compliance, shares: Carlo Fassbinder, their mandate will resign at the AGM cyber-security, technology, human Anne-Catherine Ries, following that date. The average resources and ESG expertise. and Françoise Thoma. SES | Annual Report 2025 | 143
Rules of Governance The board of directors meets as any of its wholly controlled operating required by the Company’s business, subsidiaries with a shareholder and at least once per quarter. It can owning at least 5% of the shares only validly deliberate if a majority of the Company, directly or indirectly, of the directors are present or is subject to a prior authorization represented. Resolutions of the board by the board. are adopted by a simple majority of votes cast by directors present or In 2025 the Company provided represented, excluding abstentions. services to one shareholder The chairperson does not have a owning at least 5% of company’s casting vote. shares. The services related to the provision of communication Any material contract proposed to services by the Company to the be entered into by the Company or State of Luxembourg. Board Governance Structure & Committees The Audit and Risk Committee The Remuneration Committee Board meetings and their The Audit and Risk Committee assists The Remuneration Committee assists agendas are prepared in the board in carrying out its oversight the board in the determination of the close cooperation between responsibilities in relation to corporate remuneration of members of the Senior the chairperson, the vice-chairpersons, the CEO, the CFO external policies (including dividend, tax Leadership Team and advises on the and the Secretary to the Board and treasury policies), risk management, overall remuneration policies applied of Directors. The board oversees internal control systems, internal throughout the Company. It acts as and supervises the activities of and external audit and financial and administrator of the Company’s the Senior Leadership Team. regulatory reporting practices. It further equity-based compensation plans. proceeds to the evaluation of potential deals, including financial due diligence, Nomination and Governance risk assessment and financing options Committee before submission to the board. It has The Nomination and Governance an oversight function and provides a Committee identifies and proposes SES currently has three board link between the internal and external suitable candidates for the board of advisory committees. The auditors and the board. It also defines directors, for election by the AGM committees consist of up to and proposes to the Board the ESG of shareholders. The Nomination six members, at least a third of whom are independent targets of the Company and monitors and Governance Committee will board members in line with progress towards the accomplishment consider proposals submitted by the SES’s internal regulations. The of those targets and compliance shareholders the Board and the Chief committees assist the board with the reporting requirements. Executive Officer. It also identifies in specific matters as defined Starting 2024, it has reviewed and and proposes suitable candidates for in the relevant committee recommended to the board the double the SLT. This Committee furthermore charters. The committees have an advisory role and issue materiality assessment of the Company. analyses the outcome from the board recommendations to the board In 2025, the CapEx Task Force has been self-assessments, defines action items but do not take any decisions. created as an advisory sub-committee and reviews the corporate governance to the Audit and Risk Committee. documents accordingly. SES | Annual Report 2025 | 144
Activities of the Board of Directors in 2025 The board of directors held six regular • review and strategic discussion in-person meetings, two, extraordinary of the next generation MEO strategy, remote board meetings, with an aimed at SES’s future space- attendance rate of more than [•]%, network competitiveness and allowing remote attendance for board infrastructure transformation. With respect to the Company’s members unable to attend in person • approval of a USD 20 million corporate governance, the on an exceptional basis. The directors strategic investment in Lynk Global board and the committees also passed [•] 1 circular resolutions in (Series B round) and continued 2025. The main activities of the board negotiations with AST regarding have undergone a thorough in 2025 included: a commercial D2D agreement. self-assessment in 2025 with • approval of annual accounts • review of major operational updates, the assistance of an external • approval of the 2024 audited annual including mPOWER performance, expert consultant on corporate accounts and the financial results for IRIS² progress, and SES’s competitive governance matters. The SES the first half of 2025; positioning. board has defined a number • approval of the dividend submitted to of actions arising from the the shareholder meeting in 2025 and The board was regularly updated approval of the interim dividend paid on the development of major projects, assessment. In line with best in October 2025; and it noted updates on the practice and as an outcome • continuation and conclusion of the Company’s risk management report of the most recent board share buy-back program of up on a quarterly basis. The Senior evaluation exercise certain to EUR 150 million; Leadership Team regularly informed board meetings conclude with • approval of company’s mid-term the board about the group’s activities a restricted session, without strategy; and financial situation, and the board the presence of management. • approval of the final version of the oversaw the execution notably of 2026 Budget and the 2027–2028 (i) the Strategy Plan (including the Business Plan; ESG strategy), (ii) the 2025 business • approval of the purchase of the objectives, (iii) the O3b mPOWER Intelsat Group and related financings program, (iv) the Company’s continued and the registration of SES as a transformation program, (v) the new Foreign Private Issuer with the organizational structure and (vi) the Securities and Exchange Commission progress towards the completion of in the U.S.A.; the Intelsat acquisition. • approval of an internal transformation program within SES; At each meeting, directors received • approval of the ESG-related a report on ongoing matters and the double materiality impacts, risks chairpersons of the committees set and opportunities; up by the board present a report on • review and endorsement of the the latest developments discussed SES-Intelsat integration process, in those committees. including updates on synergy realization, organizational readiness In addition, a Business Report and and timeline to closing. an internal SES Inside Report were • review and approval of SES distributed to the members of the Senior Leadership Team selection board on a regular basis. and remuneration following the Intelsat acquisition SES | Annual Report 2025 | 145
Advisory Committees of the Board 2025 – Composition and Activity Chair of the board: Frank Esser Vice-chairs of the board: Anne-Catherine Ries, Peter van Bommel Audit & Risk Remuneration Nomination and Secretary to the Committee Committee Governance Committee Board of Directors Chair: Chair: Chair: Evgenia Paliy Peter van Bommel Françoise Thoma Anne-Catherine Ries (from November 25, 2025) Fabienne Bozet Peter van Bommel Frank Esser Aaron Shourie (from September 25, 2025 until November 25, 2025) Joseph C. Cohen Frank Esser Jacques Thill (until Thai Rubin (from July 30, 2025 December 31, 2025) until September 25, 2025) Carlo Fassbinder Ellen Lord John Shaw Mathis Prost (until [June 12, 2025]) Françoise Thoma Anne-Catherine Ries Katrin Wehr-Seiter Katrin Wehr-Seiter Meetings and attendance rate in % 4 meetings 5 meetings 6 meetings 100% 100% 100% Activities of the Committees in 2025 The Audit and Risk Committee • Reviewed the 2024 financial results • Received quarterly updates on risk before their submission to the board management from the SES risk and their subsequent approval by the management committee, on cyber shareholders at the statutory AGM. security and was briefed on ongoing legal, • Reviewed the H1 2025 financial results compliance and whistleblowing matters. of the Company. • Received updates on Company’s • Reviewed the Company’s statement internal control–related matters, on internal control systems prior to including legal and ESG targets, its inclusion in the annual report, double materiality topics, performed approved the internal audit plan, a gap assessment and monitored and received bi-annual updates on the ESG strategy implementation. the internal audit activities and on the • Reviewed the Company’s 2026 budget follow-up of the major recommendations. and 2027-2028 Business Plan. It also reviewed the 2024 PwC • Creation of the CapEx Task Force under Management Letter. the Audit and Risk Committee. • Proposed to the board and to the shareholders to appoint PwC as external After each meeting, the board is briefed auditor for 2025 including the proposed in writing about the work of the Audit compensation. and Risk Committee. SES | Annual Report 2025 | 146
The Remuneration Committee The Nomination and • Determined the bonuses and the Governance Committee vesting of performance shares • Continued focus on board and allocated to the members of the SLT committees assessment, following for their performance in 2024. up on 2024 action plan, to ensure • Adopted the 2025 strategic business an appropriate level of expertise objectives, which are used as one and engagement. element in the determination of 2025 • Discussed the renewal of existing bonuses for SLT members. directors and the appointment • Reviewed and proposed the of new directors, conducted remuneration packages for the interviews and proposed to the SLT, as well as share ownership board a list of candidates for obligations of the SLT. election by the shareholders • Reviewed and proposed the 2025 in April 2026. long-term incentive (LTI) grants for • Discussed the new SES SLT members. organizational structure and was • Reviewed and proposed changes to involved in its implementation in the metrics of performance-based close cooperation with the CEO. LTI grants, introducing additional Proposed the make-up of the SLT financial vesting criteria. to the board after Intelsat acquisition. • Removed ESG modifier from • Reviewed talent management, performance-based LTI grants, in SLT development and succession compliance with shifting regulations. planning framework, ensuring an CO2 emissions targets to be actionable roadmap is in place for reintroduced after post-acquisition 2026, driving business continuity organizational baseline is established and strong talent foundation. • Reviewed and proposed • Initiated CEO-succession long-term remuneration for the Board of planning with the CEO and CHRO. Directors, introducing additional compensation for US based After each meeting, the board Directors in recognition of is briefed in writing about the additional travel days. work of the Nomination and • Proposed to review and adjust the Governance Committee. Remuneration Policy. The proposal has been approved by the board and by the Annual General Meeting of shareholders. After each meeting, the board is briefed in writing about the work of the Remuneration Committee. SES | Annual Report 2025 | 147
Senior Leadership Team The SES Senior Leadership Team (‘SLT’). The SLT is in charge of the daily management of the group. It is mandated to prepare and plan the overall policies and strategies of the company for approval by the board and to execute decisions taken by the board. It functions as a collegial body. Members of the SLT are appointed by the Board of Directors upon a proposal from the Nomination and Governance Committee. Currently, the SLT as appointed by the Board of Directors is composed of: With more than 30 years of experience for Northgate Information Solutions (NIS) working in senior management roles Group from 2011-2018. Adel also held a at leading IT and telecom-unication variety of senior leadership roles at IMS companies, Adel Al-Saleh was Health and IBM for the first 25 years of his appointed Chief Executive Officer professional life. on February 1, 2024. Adel graduated from Boston University Adel joined SES from T-Systems, the with a Bachelor of Science degree in IT subsidiary of leading European Electrical Engineering and holds a Master Telecommunication provider Deutsche of Business Administration from Florida Telekom, where he was CEO since 2018. Atlantic University. He was also a board member of Deutsche Adel Al-Saleh Telekom. Before that, he was the CEO Adel is a US and UK national. CEO Elisabeth Pataki joined SES as the US, France, and Switzerland, including Chief Financial Officer in June 2025 Raytheon, EF Education First, and Aerojet and is responsible for SES’s financial Rocketdyne. Additionally, she held the operations globally. Group CFO position for Swiss- listed company, Comet Group. With over 20 years of multi-industry experience in corporate finance Elisabeth holds a Bachelor of Science spanning aerospace and defence, degree in Finance and Spanish from the semiconductor and electronics, Elisabeth Carroll School of Management at Boston brings a strong track record of business College. She also holds a Master of integration, transformation, corporate Business Administration with a focus governance, and progressive financial on Finance from The Wharton School Elisabeth A Pataki strategy. Before joining SES, Elisabeth of the University of Pennsylvania. Chief Financial Officer held leadership roles within several multi-national companies based in the Elisabeth is a US national. SES | Annual Report 2025 | 148
Adam Levy drives the end-to-end delivery critical systems that support the company’s of SES’ services, ensuring operational largest and most complex clients. excellence and high-performance, future-proof network solutions as the Chief Prior to this, he worked as a software Operations & Engineering Officer. engineer at various organizations, including Visual Networks, RDA Consultants, and Before SES, Adam was at Intelsat for over Aether Technologies. He is a Board Member two decades, shaping the company’s global of Genesys Works NCR and is dedicated to technology landscape. He led software a globally inclusive workplace. engineering, application development functions, and commercial aero Adam earned a Bachelor of Science in development and operations, overseeing the Computer Science from the University of Adam Levy design and execution of scalable, mission- Maryland at College Park and is a US citizen. Chief Operations & Engineering Officer Dr Xavier Bertrán is the Chief Product and Defence and Space divisions. Before joining Innovation Officer at SES and drives a future- SES, Xavier also served as a Member proof product vision aligned with strategic of the Board of Directors of several business priorities for innovation and growth. companies including Airbus Interior Services S.A.S, ATR GIE, KID Systeme Xavier joined SES in 2022 as Senior Vice GmbH and Skytra Ltd. President to lead European Programs that included strategic projects with the European Xavier earned a doctorate in Mechanical Commission, European Space Agency, and Engineering from the University of other New Space initiatives. Prior to SES, he Technology (RWTH) in Aachen and was at Airbus for over 20 years where he a Global Executive MBA from the IESE held several executive positions amongst Business School in Barcelona. Dr Xavier Bertrán which in Product Strategy, Upgrade Services, Chief Product and Innovation Officer Diversification Programs, Airbus ATR SAS Xavier is a British, German and and across the Airbus Commercial Aircraft, Spanish citizen. Michael DeMarco is SES’s President Aero telecommunications and satellite industry, Vertical and drives commercial activities in he is driving customer-centric growth SES’s dynamic aviation connectivity vertical. and commercial strategy, supporting long-term value creation across evolving Before this, Michael was with Intelsat for market landscapes. about 25 years, beginning with PanAmSat in 2000 as Business Manager and Michael holds a BS and MBA in Finance assuming successive senior leadership from Fairfield University in Connecticut and positions in the following years. Prior to he has held several board positions within that, he was at Bresnan Communications, the Satellite Communications industry. a US cable television operator. As a senior leader with deep domain expertise in the Michael is a US citizen. Michael DeMarco President Aero Vertical SES | Annual Report 2025 | 149
Deepak Mathur is President of the Media where he developed strategic markets Vertical at SES, driving commercial across Asia. He also held leadership and successes for SES’s global video business sales roles at Echostar, NagraVision, and with his broad industry expertise. Loral, and currently serves on the board of directors at YahLive, a joint venture Having joined SES in 2006, Deepak has between SES and YahSat. held several leadership roles, including EVP of Strategic Markets, where he Deepak earned a Bachelor’s Degree expanded SES’s footprint in key markets from Knox College in Illinois, a Master’s including India, East Africa and Latin in International Management from the America, as well as EVP of Global Sales University of Denver, and has completed at SES Video. the Advanced Management Program at Deepak Mathur Harvard Business School. President Media Vertical Before joining SES, Deepak was Managing Director at Americom-Asia Pacific, a GE Deepak is a Luxembourgish and and Lockheed Martin joint venture, Indian citizen. Jean-Philippe Gillet is President of the Fixed expanding the company’s global footprint and Maritime Vertical at SES and drives and delivering innovative connectivity game-changing guest connectivity and solutions across diverse markets. product innovation to major cruise operators. Prior to this, Jean-Philippe held senior sales Jean-Philippe is a seasoned roles at GlobeCast North America, a France telecommunications executive with over Telecom Group company, and began his two decades of leadership experience in career at Orange. the industry. He joined Intelsat in 2003 and held several key leadership roles, including He holds a Master of Science in Information Vice President and General Manager of the Technology from SKEMA Business School Networks Business Unit and Vice President and a Bachelor’s degree in Computer of Sales for Europe, the Middle East, and Science from SUPINFO in France. Jean-Philippe Gillet Africa. His strategic vision and customer- President Fixed and centric approach have been instrumental in Jean-Philippe is a French and British citizen. Maritime Vertical Nihar Shah is SES’s Chief Strategy Officer, Prior to SES, he worked for several years driving strategic clarity and unlocking long- in consulting for the commercial and term business value for the organization. government space sector, and has lived and worked in India, the US and The Having joined SES in 2006, Nihar has held Netherlands. Nihar holds a BA in various progressive managements roles in Economics, an MA in International Space Market Research & Analysis, and Strategic & Technology Policy from George Market Development. Nihar was also part of Washington University, and a Joint the SES team that evaluated the company’s MBA from Georgetown & ESADE. investment into O3b Networks, defining SES’s successful diversification strategy to Nihar is a US citizen. global network services. Nihar Shah Chief Strategy Officer SES | Annual Report 2025 | 150
Aaron Shourie is SES’s Chief Legal Officer, & Hampton LLP as Special Counsel from driving legal and regulatory strategy, September 2016 to September 2018. governance and compliance. Aaron worked for SES for 12 years from 2004 – 2016 in Princeton, N.J. Before this, Aaron served as Senior Vice and Luxembourg, serving as vice President and Deputy General Counsel at president in various roles. Intelsat, where he oversaw commercial, regulatory and corporate legal functions. Aaron holds a Juris Doctor from The He also held positions as Vice President, George Washington University Law School Deputy General Counsel and Vice and a Bachelor of Science in Accounting President of Commercial Legal Affairs, from the University at Albany following a overseeing the legal and regulatory college preparatory education at Stuyvesant Aaron Shourie aspects of the acquisition of Gogo High School. Chief Legal Officer Commercial Aviation. Prior to Intelsat, Aaron worked at Sheppard Mullin Richter Aaron is a US citizen. Greg Orton is the Chief Integration & Prior to SES, Greg worked for Solaris Transformation Officer at SES, leading Mobile, FL Partners, and BDO Ireland multiple high-impact teams and programs where he held diverse roles in Corporate that collectively drive the company’s Finance, Corporate Investment and transformation agenda, post-merger Financial Advisory. integration, corporate development, and commercial effectiveness. Greg holds an M.Sc. in Economics & Finance from University College Dublin, and a B.A. Greg joined SES in 2014 and went on in Finance from Lindenwood University, to hold several corporate development U.S.A. He also holds a Professional Diploma management roles across various in Accounting from Dublin City University departments and geographies, overseeing and is a Chartered Accountant of the Greg Orton the acquisition and consolidation of DRS Institute of Ireland. Chief Integration, Transformation Global Enterprise Solutions and more & Development Officer recently the acquisition of Intelsat. Greg is an Irish national. Veronika Ivanovic is the Chief Human and culture change. Veronika’s experience Resources Officer and drives our includes over 15 years in the financial sector, people strategy to empower a future- working for GE Capital in multiple countries, ready organization. and 10 years in the technology sector with global B2C and B2B companies including Prior to joining SES in 2024, Veronika has Ericsson and Vodafone. over 25 years of leadership experience in HR, having worked with large blue- Veronika holds an MSc in Accounting chip companies. Veronika managed a and Finance and an MSc in Strategic comprehensive HR function at Ericsson HR Management from Sheffield where she developed and executed Hallam University. strategic plans that supported the Veronika Ivanovic company’s business transformation Veronika is a Czech and British national. Chief Human Resources Officer SES | Annual Report 2025 | 151
Responsibilities of the Senior Leadership Team tl The Board delegates to the certain specific thresholds defined Senior Leadership Team the daily by the board. The SLT informs the management of the Company as well board at its next meeting of each 0[1 as the representation towards third such increase. parties in relation to such function • approve intra-group transactions, within the meaning of article 441- irrespective of the amount, if they 10 of the Luxembourg Company are consistent with the consolidated The CEO organizes the Law as amended from time to time. annual budget of the company, as work of the SLT and 19 Corporate Governance Charter. well as specific transactions with coordinates the activities Furthermore, the Board mandates third parties provided that the cost to of its members, who the SLT with the preparation and SES does not exceed EUR 10 million report directly to him. planning of: (i) overall policies and per transaction. It informs the board In order to facilitate the strategies of the Company; and (ii) at its next meeting of each such decisions exceeding the framework of transaction, it being understood that implementation by the daily management for discussion and the aggregate amount for all such board of its overall duty decision by the Board. transactions can at no time be higher to supervise the affairs than EUR 30 million. In relation to of the Company, the As set forth in the Corporate signed customer contracts, the Senior CEO informs the Governance Charter, the SLT Leadership Team may approve third-chairperson of the board can inter alia: party transactions with an aggregate on a regular basis of the • approve external credit facilities cost of up to EUR 50 million. or external guarantees, pledges, Company’s activities. mortgages and any other The SLT submits those measures to encumbrances of the Company, the board that it deems necessary to or any wholly-owned affiliate, be taken to meet the purposes of the for as long as the Company will Company. Prior to the beginning of each not lose its investment grade rating fiscal year, the SLT submits to the board as a result of such facility a consolidated budget for approval. or guarantee. The SLT is in charge of implementing • approve increases of up to 5% in all decisions taken by the board and by the capital expenditure budget for the committees specially mandated by a satellite procurement already the board. The SLT may, in the interests approved by the board, it being of the Company, sub-delegate part of understood that the internal rate its powers and duties to its members of return will need to comply with acting individually or jointly. SES | Annual Report 2025 | 152
Internal Control Procedures Objectives and Principles Internal control procedures help to • the correct implementation of ensure the proper management of the Company’s internal processes, risks and provide reasonable assurance notably those to ensure the that the business objectives of the safeguarding of assets; Company can be achieved. • the integrity and reliability of financial The board of directors has and operational information, both the overall responsibility for The internal control procedures for internal and external use; ensuring that SES maintains are defined and implemented • ensuring that management’s a sound system of internal by the Company to ensure the instructions and directions are controls, including financial, following objectives: properly applied; and, operational and compliance • the compliance of actions and • ensuring that material risks are controls. Such a system is an decisions with applicable laws, properly identified, assessed, integral part of the corporate regulations, standards, internal mitigated, and reported. governance strategy of the rules, and contracts; Company together with its • the safeguarding of the efficiency Like all control systems, SES’s internal subsidiaries and affiliates and effectiveness of operations controls cannot provide an absolute (the Group). and the optimal use of the guarantee that all risks have been Company’s resources; totally mitigated or eliminated. Control Environment SES has adopted a robust internal SES has implemented an control framework based on a set of organizational structure with defined guidelines prepared by the Committee responsibilities, competencies and of Sponsoring Organizations of the reporting lines that provide the Treadway Commission (‘COSO’). framework in which internal controls The framework provides reasonable are being executed and controlled to assurance that the internal control meet the Company’s objectives. objectives are being achieved; it is also consistent with the reference Policies and procedures are regularly framework proposed by the French reviewed and are updated when securities regulator, the Autorité des required. These policies and procedures Marchés Financiers (‘AMF’). apply to all employees and officers of the Group, and where appropriate, to The board has delegated the design, its directors as well as to other groups. implementation, and maintenance A Delegation of Authority policy is of a rigorous and effective system of in place, and is regularly updated, internal controls to the SLT which in providing the rules for the internal turn works closely with the other levels approvals and external execution that of management in establishing control are required to authorize any external policies and procedures. commitment of the Company. SES | Annual Report 2025 | 153
Risk Management SES has adopted an internal risk Management Group reports to the management framework. A Risk Senior Leadership Team which in Management Group is in place, turn reports to the board. The representing SES key functions, board of directors has the overall which is responsible for the reporting responsibility for oversight of the of the Company’s risks and the Company’s risks and for ensuring implementation of the risk management that an effective risk management policy and procedures. system is in place. Each reported risk is categorized, assessed by the In addition, the Company has a risk owners, and reviewed by the dedicated Risk Management Team, Risk Management Group. Key risk which facilitates and coordinates developments are periodically the reporting process and assists reported to the Senior Leadership the Risk Management Group with Team, the Audit and Risk Committee the assessment of risks. The Risk and the board. Internal Controls over Financial Reporting The internal control framework comprises the following elements: Procedures and documentation configurations and transactions. Accounting and Reporting Specific controls are in place, SES has established a Appropriate accounting and financial such as monthly reviews and comprehensive internal control reporting policies and procedures data validation procedures, framework over those activities are in place which are reviewed and to ensure the correct and timely relating to the preparation updated for business developments recognition of revenues and processing of financial information to help ensure and regulatory changes. The Group’s and expenses. the quality of that information approach to recording significant included in both its internal and or non-standard transactions is Treasury operations external financial reporting, as documented in internal position papers. Treasury activities are centrally well as the Group’s compliance managed within a framework with all corresponding Embedded workflow controls have approved by the board and applied applicable laws and regulations, including those established by been established in the processing in line with the Group’s Treasury Policy. the Securities and Exchange of accounting transactions to ensure Specialist software helps ensure Commission in the U.S.A. appropriate authorizations, segregation controls can be applied over foreign following the Company’s of duties, and the complete, timely exchange transactions, interest and registration as a Foreign Private and accurate recording of all relevant liquidity management, and other Issuer in May 2025. financial information. This control financial instruments. framework continues to be enhanced through the implementation of Furthermore, to ensure the additional workflow-based controls and security and efficiency of the bank validations. payments process, the Group uses a banking payments system which Risk-based monitoring controls provides secure authorizations and are implemented for key control money transfers. SES | Annual Report 2025 | 154
Tax Management procedures in this area are The main principles of SES’s tax continuously reviewed and updated. risk management are laid down in the Group’s Tax Charter. Tax Nearly all SES’s (pre-Intelsat positions are analyzed based on combination) significant affiliates the most appropriate authoritative operate on a centrally managed cloud-interpretations and reported in based SAP ERP platform, applying internal tax technical memos or tax consistent processes, controls, and A dedicated cybersecurity opinions from external tax consultancy backup procedures. Legacy Intelsat team is in place to support firms. Current and deferred tax enterprise systems (Oracle Fusion, and advise SES management assets and liabilities are recorded Microsoft Dynamics and Navision and business stakeholders, in the Group’s financial statements 2016) are governed under the including across legacy SES using a control framework ensuring same enterprise control framework. and Intelsat environments, transparency and understanding of Comprehensive security policies for to adequately secure all underlying data; and reconciling SAP, Oracle and Navision 2016 have systems, information assets, the important sources of information been defined and implemented, with and customer services. within the Tax and Accounting access management controls actively The team applies a holistic functions. A detailed tax accounting monitored and continuously enhanced. approach to cybersecurity, policy is in place as well as substantive implementing a broad set transfer pricing documentation. SES has a disaster recovery plan for its of controls and practices business-critical infrastructure which is aligned with industry-leading IT General Controls regularly tested to confirm that SES can standards, while fostering Management is committed to ensuring recover all mission critical back-office a strong culture of security that SES’s data, infrastructure, and applications within specific recovery awareness throughout the information technology systems time objectives. Electronic information organization, supported by a in the cloud and on SES premises is regularly backed up and tested. mandatory cybersecurity and are as secure as is reasonably and data protection awareness commercially practicable. Security Both legacy organizations maintain program for all employees. controls, policies and procedures are internationally recognized Integration of cybersecurity in place to prevent unauthorized certifications, including ISO 27001, governance and practices access to premises, computer systems, as well as SOC 2 and PCI DSS for across SES and legacy networks, and data. Policies and relevant environments. Intelsat is progressing ahead of schedule. SES | Annual Report 2025 | 155
Analysis and oversight specific key performance indicators, The Company relies on a as well as validation procedures by comprehensive system of financial functional leaders. reporting and internal oversight. Strategic plans, business plans, All internal and external financial budgets and the interim and full year reporting processes are organized Full-year and half-year consolidated financial statements of the through a centrally managed reporting reporting to the financial Group are all presented to the board calendar. These activities take place markets, as well as the for approval. The board also approves within SES’s overall Code of Conduct Annual Report, are reviewed all significant investments and receives which applies to all the Group’s staff. by the Audit and Risk monthly financial reports setting out Committee and approved the Group’s financial performance in Any material weaknesses in the by the board of directors. comparison to the approved budget system of internal controls identified The Group’s external and prior year figures. The board by either internal or external auditors auditor performs a review takes decisions and establishes a plan or specialist advisers are reported of the interim condensed for execution encompassing priority, to the ARC and followed up properly consolidated financial targets, and timing. This is regularly fully addressed. There are regular statements and an audit reviewed by SLT and, through the reports to both the Senior Leadership of the annual consolidated various SLT functional leads, delegated Team and the ARC summarizing financial statements. into the SES teams for execution. the remediation status of these deficiencies. In accordance with IFRS requirements, SES discloses detailed information SES’s Internal Audit (IA’) function on the market, credit, and foreign performs specific analyses of the exchange risks to which it is exposed, relevance of, and compliance with, as well as its strategy for managing Company policies and internal control such risks. procedures in accordance with generally accepted Internal Audit The Audit and Risk Committee (ARC) Standards issued by the Institute of is regularly updated on significant Internal Audit (‘IIA’). Internal Audit’s accounting and financial reporting, activities are executed in accordance treasury, tax, and legal issues as with an annual audit plan which well as business risks identified and is reviewed and approved by the management’s proposed mitigation ARC. This plan is prepared in close steps. cooperation with the company’s Risk Management team to The complete and timely recording of dynamically link it to risks and financial information is ensured through exposures which may affect the regular reviews, the monitoring of organization and its operations. Environmental, Social and Governance Reporting SES has a dedicated ESG team policies and internal procedures. responsible for overseeing ESG- ESG activities are carried out in related matters across the Company. line with defined priorities and The team conducts analyses of roadmaps, and ESG matters are ESG risks, opportunities, and reported to the ARC on an compliance with relevant ad-hoc basis. SES | Annual Report 2025 | 156
Principal Risks SES identified the following potential risks, which could have a material and adverse effect on its business, financial condition and results of operation. This section does not purport to be exhaustive but rather contains a summary of the main risks that SES may face during the normal course of its business. Where mitigations are mentioned in this section, there is no guarantee that such mitigations will be effective (in whole or in part) to remove or reduce the effect of a risk.” Strategic Risks As competition Competition and regularly evaluates opportunities intensifies and The satellite communications business to invest into new technologies and is increasingly competitive. SES drive new innovations to company NGSO systems competes with national, regional and solutions relevant to target markets. reshape the market, international GEO, non-geostationary SES continuously (‘NGSO’) and fixed and wireless Emerging Markets terrestrial operators. The competition SES targets new geographical assesses strategic from NGSO, specifically the mega- areas and emerging markets and is partnerships and LEO systems is potentially the most developing commercial arrangements merger opportunities disruptive trend facing SES. With strong with local communications, media and to maintain a strong financial backing, vertical integration other businesses in these areas. SES and technological advancements, may be exposed to political and other competitive position. such competitors are planning to enter risks associated with such business. multiple markets targeted by SES. In addition, the trend towards horizontal Investment and vertical consolidation poses the risk SES’s desired strategic investments of leaving SES behind with a smaller, may not yield expected benefits due to less powerful relative market position a number of factors including uncertain towards customers as well as suppliers. or changing market conditions, SES regularly evaluates potential financing costs and legal and regulatory partner or merger targets that fit with issues. Some of the mitigation when its strategy. it comes to the cost of financing include: commitment to our investment Technology grade rating, ensuring the weighted The satellite communications industry average duration of debt financing to is subject to rapid technological change. be sufficiently long, having access to As a result, the technology used by SES a wide range of financing products in could become less suitable for customer multiple currencies and jurisdictions, requirements leading to a reduced having ample committed liquidity service demand and a negative revenue headroom and predominantly raising impact. SES monitors such changes debt financing at a fixed interest rate. SES | Annual Report 2025 | 157
Geopolitical Risks operation, financial results and SES is a global company and operates reputation. SES is in a process of across multiple countries. It is facing identifying and evaluating relevant intensified geopolitical risks, including ESG related risks (including those regional conflicts. These risks can related to climate) in order to ensure cause supply chain disruption, that necessary mitigating actions are in increase costs and jeopardize market place. This is done in alignment with a access. The company is regularly double materiality process, considering monitoring this environment and and evaluating both risks and developing mitigation plans. opportunities. In view of complexity, and developing nature, of ESG ESG related issues to be considered by the We recognize the effect ESG matters company, the above process includes have on the company’s everyday engaging all relevant stakeholders activities and the importance of having and consulting external professional a sound risk management approach advisors. A number of such risks are around those matters. SES is closely linked to other areas covered committed to conduct its business in this section and are already being in accordance with highest standard mitigated, for example, risks relating governance processes and in a to in-orbit failures and cybersecurity. sustainable and environmentally Details of company’s ESG strategy friendly way. Failure to do so may have and risks are provided within the an adverse effect on the company’s ESG section of the Annual Report. SES | Annual Report 2025 | 158
Operational Risks Dependency on key supplier(s) SES mitigates such risks in several 0 Dependency on a small number of ways, including by technical risk satellite manufacturers may reduce management of each launch vehicle SES’s negotiating power and access program and asset insurance for Cybersecurity to advanced technologies and result each launch. SES’s operations may be in increased satellite procurement risk subject to hacking, malware (e.g., due to technical difficulties and In-orbit satellite failure and other forms of cyber-design problems with a particular A satellite may suffer in-orbit failures attack. Due to the high model of satellite). SES mitigates ranging from a partial impairment of its sophistication of certain these risks by maintaining a full level commercial capabilities to a total loss attackers and an increasing physical presence and oversight at of the asset. Such failure may result number of cyber-attacks, it manufacturer facilities throughout in SES not being able to continue may not always be possible the spacecraft design, construction to provide service to some of its to prevent every such event. and acceptance. SES monitors customers. SES attempts to mitigate SES has protections in place manufacturers’ supplier base and this risk by careful vendor selection to help protect its systems procurement sources and develops and high quality in-orbit operations. and networks and continues relationships with new suppliers where For some services, SES is able to to work to implement possible. SES is dependent on a limited offer an in-orbit backup strategy in additional protective number of launch service providers. which customers using an impaired measures intended to limit As such, delays may be incurred in satellite may be transferred to another the risks associated with launching satellites in the event of a satellite. In addition, in respect of its such attacks. prolonged unavailability of service geostationary (GEO) satellites, SES from a launch service provider. SES has restoration agreements with other monitors developments on the launcher satellite operators whereby customers Insurance coverage market, including those in respect to on an impaired GEO satellite may be and availability new launch service providers and transferred to a GEO satellite of another SES maintains pre-launch, new launch vehicles. In addition to operator to protect continuity of service. launch and initial in-orbit above, SES continues to develop new insurances, and third-party partnerships and internal capabilities Global Pandemic or other liability insurance. These to ensure our diversification. health emergency policies generally contain SES is subject to the risk of a global customary market exclusions Launch delay(s) and launch failure(s) pandemic or other health emergency and are subject to limitations. Launch delays are always a possibility. such as COVID-19. A material health The insurance market has Satellite launch and in-orbit insurance emergency could affect availability been seeing a reduced policies do not compensate for lost of our employees and impact various availability and significantly revenues and other consequential areas of SES’s business including increased rates. This results losses. SES attempts to mitigate the procurement and launch of satellites, in increased insurance risk of delays by ensuring adequate entry into service of new satellites, premiums for SES. To mitigate margins in satellite procurement procurement of ground infrastructure these risks and optimize the schedules. There is always a small and provision of services to customers. coverage and premiums, but inherent risk of launch or early- SES has procedures and measures SES maintains long-term orbit failure, resulting in a reduced to respond to health risks and to agreements with insurers. satellite lifetime and/or functionality secure business continuity during or the total loss of a satellite. such situations. SES | Annual Report 2025 | 159
SES operates in a highly regulated, spectrum-dependent environment, where regulatory change, approvals, coordination requirements, and operational risks can affect access to orbital resources, fleet deployment, service continuity, and long-term commercial performance. Regulatory Risks Legal and Regulatory Spectrum SES’s operations and business are The International Telecommunication subject to compliance with the laws, Union (ITU) and national regulations (e.g., communications, administrations may reallocate export control, sanctions, competition, satellite spectrum to other uses. In ESG) and political will of the addition, national administrations are governmental authorities of the increasingly charging for access to countries in which SES operates, spectrum through the use of fees and uses radio spectrum, offers satellite auctions. This may affect SES’s access capacity and services. Violations to orbital locations and frequencies of any of the applicable laws and required for it to develop and maintain regulations could expose SES to its satellite fleet and services. In penalties and other enforcement addition, SES must coordinate the actions and may negatively affect operation of its satellites with other commercial operations. SES may satellite operators to prevent or reduce need to obtain and maintain interference. As a result of such approvals from authorities or other coordination, SES may be required to entities to operate its satellites and modify the proposed coverage areas to offer satellite capacity and services. or satellite design or transmission Failure to obtain the necessary plans which may materially restrict approvals could lead to loss of satellite use. Similarly, the performance revenues and compliance actions of SES’s satellites in some areas could against SES. SES works to ensure be adversely affected by harmful that adequate compliance staff is interference caused by other operators. in place and that all teams have Operational issues such as satellite the necessary technical and launch failure, launch delay or in-orbit human resources to enable the failure might compromise access to company to comply with the spectrum or orbital locations. SES’s applicable laws and regulations. large fleet may enable the relocation of in-orbit satellites to satisfy regulatory and spectrum requirements. SES | Annual Report 2025 | 160
Finance Risks Credit rating future assumptions for a specific asset, SES’s credit rating can be affected by a as set out in the approved Business number of factors, including a change Plan, become less favorable, or the in its financial policy, a deterioration of discount rates applied to the future Key customer loss its financial credit metrics, a downgrade cash flows increase, then this may Bankruptcy and customer in the rating agencies’ assessment of result in the need for material asset consolidation, amongst other the business risk profile or a change in impairment charges. reasons, can potentially result rating methodology. A change in SES’s in loss of customers, non- credit rating could affect the cost and Foreign exchange renewals or reduction in the terms of its newly issued debt, its ability SES’s reported financial performance demand for services. SES to raise financing. can be impacted by movements in aims for long contract terms the Euro / U.S. dollar exchange rate, with key customers based on Tax as SES has significant operations, strong relationships. SES is subject to taxation in multiple cash flows, assets and liabilities that jurisdictions and may become subject are denominated in the U.S. dollar to unforeseen material tax claims, whereby the Group’s reporting currency including late payment interest and / or is the Euro. To mitigate this exposure, penalties, and in some cases retroactive SES may enter into forward foreign tax assessments. SES has implemented exchange or similar derivative contracts c,c,c, a tax risk mitigation charter based on, to hedge underlying foreign exchange C, C, C, C, C, C, C, C, C, among other things, a framework of exposures. Further details are provided tax opinions for the financially material in Note [18] to the consolidated Customer credit positions taken, transfer pricing policies, financial statements. Failure by customers to and procedures for accurate tax fulfil payment obligations compliance in all jurisdictions. Interest rate is a possibility. Credit risk SES’s exposure to the risk of changes may increase as SES and Asset impairment in market interest rates relates primarily / or its customers increase SES’s intangible assets, satellites and to SES’s floating rate borrowings as dependency on revenues ground segment assets are valued well as the renewal of its fixed rate in emerging markets where at historic cost less amortization, borrowings. SES carefully monitors credit risk may be higher. depreciation and accumulated and adjusts the mix between fixed This risk is mitigated through impairment charges. The resulting and floating rate debt from time to a customer credit policy carrying values are validated each time, responding to market conditions. including credit checks, year through impairment testing Interest rate derivatives may be used deposits or other forms of procedures where they are to manage the interest rate risk. Further security, payment monitoring compared to the discounted present details are provided in Note [18] to the and credit insurance where value of the future cash flows expected consolidated financial statements. possible. Further details to be derived from the asset. Where are provided in Note [18] to the consolidated financial statements. SES | Annual Report 2025 | 161
Annual General Meeting
| 4 | Presentation of the main developments during 2025 and of the outlook |
A presentation of the main developments during 2025 and of the outlook will be given during the meeting.
Please also refer to our Annual Report available under the following link:
https://www.ses.com/company/investors/reports-and-presentations
| SES, société anonyme, Château de Betzdorf, L-6815 Betzdorf | Annual General Meeting | 2 April 2026 |
Annual General Meeting
| 5 | Presentation of the audit report |
A presentation of the audit report will be given during the meeting.
| SES, société anonyme, Château de Betzdorf, L-6815 Betzdorf | Annual General Meeting | 2 April 2026 |
Annual General Meeting
| 6 | Approval of annual financial statements, balance sheet and profit and loss accounts as of 31 December 2025 |
A presentation on the annual financial statements, balance sheet and profit and loss accounts as of 31 December 2025 will be given during the meeting.
Please also refer to our Annual Report available under the following link:
https://www.ses.com/company/investors/reports-and-presentations
| SES, société anonyme, Château de Betzdorf, L-6815 Betzdorf | Annual General Meeting | 2 April 2026 |
Annual General Meeting
| 7 | Approval of consolidated financial statements as of 31 December 2025 |
A presentation on the consolidated financial statements as of 31 December 2025 will be given during the meeting.
Please also refer to our Annual Report available under the following link:
https://www.ses.com/company/investors/reports-and-presentations
| SES, société anonyme, Château de Betzdorf, L-6815 Betzdorf | Annual General Meeting | 2 April 2026 |
Annual General Meeting
| 8 | Allocation of 2025 profits and transfers between reserve accounts |
Draft resolution
The Board of Directors proposes to the Meeting to approve the allocation of the 2025 statutory net income of SES in accordance with enclosed tables entitled “Allocation of 2025 net result of the period”.
Allocation of 2025 profits and transfer between reserves
Proposed aggregate dividend out of 2025 net income is EUR 222.8 million (2024: EUR 222.8 million) representing a dividend of EUR 0.50 (2025: EUR 0.50) per A-share and of EUR 0.20 (2025: EUR 0.20) per B-share.
This aggregate amount includes an interim dividend of EUR 0.25 per A-share / EUR 0.10 per B-share already paid in October 2025 .
The remaining EUR 0.25 per A-share / EUR 0.10 per B-share will be paid in April 2026 (EUR 111.4 million)
| EUR | EUR | |||||||||||||||
| 2025 statutory net gain of SES S.A. as at 31 December 2025 (unconsolidated) available for dividend |
|
224,144, 217.41 | ||||||||||||||
| Payment of a dividend under Article 31: |
Shares | Dividend | ||||||||||||||
| Ordinary A shares |
371,457,600 | 0.500 | -185,728,800.00 | |||||||||||||
| Ordinary B shares |
185,728,800 | 0.200 | -37,145,760.00 | |||||||||||||
|
|
|
|||||||||||||||
| Total |
-222,874,560.00 | -222,874,560.00 | ||||||||||||||
| brought forward “Other reserves” |
359,432,337.71 | |||||||||||||||
| Transfer to reserves for Distribution |
1,269,657.41 | - 1,269,657.41 | ||||||||||||||
|
|
|
|||||||||||||||
| Balance on “Other Reserves”2 |
360,701,995.12 | |||||||||||||||
|
|
|
|
|
|||||||||||||
| Undistributed 31.12.2025 |
0.00 | |||||||||||||||
|
|
|
|||||||||||||||
| Legal Reserves as at 31 December 2025 (unchanged in 2025)1 |
|
69,648,300.00 | ||||||||||||||
| Subscribed capital of SES S.A. |
696,483,000.00 | |||||||||||||||
| • | A cumulative amount of EUR 14. 1 million has been transferred to a non-distributable reserve within “Other reserves” in connection with holdings of own shares (2024: EUR 11.9 million) |
| • | Distributable reserves include ‘Other reserves’ excluding own shares but including share premium of EUR 1,832.3 million |
| • | In accordance with Luxembourg legal requirements, a minimum of 5% of the yearly net profit is transferred to a Legal Reserve from which distribution is restricted |
| • | This requirement is satisfied when the reserve reaches 10% of the issued share capital |
| SES, société anonyme, Château de Betzdorf, L-6815 Betzdorf | Annual General Meeting | 2 April 2026 |
Annual General Meeting
| 9 | Discharge of the members of the Board of Directors |
Draft resolution
According to article 27 of the Articles of Association, the Board of Directors proposes to the Meeting to give discharge to the members of the Board of Directors.
| SES, société anonyme, Château de Betzdorf, L-6815 Betzdorf | Annual General Meeting | 2 April 2026 |
Annual General Meeting
| 10 | Determination of the number of directors |
Draft resolution
The General Meeting sets the number of Directors at nine (9) and authorises a temporary board composition of up to ten (10) Directors solely to manage succession of a relevant director during the mandate.
| SES, société anonyme, Château de Betzdorf, L-6815 Betzdorf | Annual General Meeting | 2 April 2026 |
Annual General Meeting
| 11 | Confirmation of the co-optation of Joseph Cohen and determination of the term |
Draft resolution
Following the resignation of Mr Kaj-Erik Relander on 19 September 2025, at its meeting of 25 September 2025 the Board of Directors, based on the recommendation of the Nomination Committee, decided to co-opt Mr Joseph Cohen, with effect as of 25 September 2025. The Shareholders are asked to confirm the co-optation of Joseph Cohen. Mr Cohen shall complete the term of Mr Relander, which expires on 2 April 2026.
Short bio of the candidate proposed for co-optation:
Joseph Cohen (A-shareholders)
Joseph Cohen became a director in September 2025.
Mr Cohen is a seasoned board member, having served on numerous private and public company boards across various industry sectors, including telecom, financial services, consumer goods and healthcare, with a 40-year career in corporate finance, M&A, and private equity. Mr Cohen co-founded Trilantic Europe (formally Trilantic Capital Partners) in 2009, previously having evolved as Managing Director of Merchant Banking and Private Equity at Lehman Brothers. Today Trilantic Europe is a fund of approximately EUR 2.5bn, principally focused on mid-market deals in Continental Europe, but also has with a history of investing into the satellite sector. Currently at Trilantic Europe he continues to act as Joint Founding Partner.
Mr Cohen holds a BSc degree in Economics, Accounting and Finance from the London School of Economics & Political Science.
Joseph Cohen is a British national. He is an independent director.
| SES, société anonyme, Château de Betzdorf, L-6815 Betzdorf | Annual General Meeting | 2 April 2026 |
Annual General Meeting
| 12 | Election of Joseph Cohen as Director for a three-year term |
Draft resolution
The Board of Directors proposes to the Meeting that the following candidate should be elected as Director for a three-year term:
Joseph Cohen
| SES, société anonyme, Château de Betzdorf, L-6815 Betzdorf | Annual General Meeting | 2 April 2026 |
Annual General Meeting
| 13 | Re-election of Frank Esser as Director for a three-year term |
Draft resolution
The Board of Directors proposes to the Meeting that the following Director should be re-elected as Director for a three-year term:
Frank Esser
Short bio of the candidate proposed for re-election:
Frank Esser (A-shareholders)
Mr Esser became a Director on 11 February 2020 and is the Chairman of the SES Board of Directors. He is a member of the Nomination Committee and of the Remuneration Committee of SES.
He is the former Chairman and CEO of SFR, the leading private French Telecom Operator. In this function he also served as Board Member of Vivendi Group. Prior to joining SFR, Mr Esser held several managerial positions with Mannesmann group. He also serves as Vice Chair of Swisscom.
Mr Esser holds a PhD in Managerial Economics and an MS in Economics both from the University of Cologne.
Mr Esser is a German national. He is an independent director.
| SES, société anonyme, Château de Betzdorf, L-6815 Betzdorf | Annual General Meeting | 2 April 2026 |
Annual General Meeting
| 14 | Re-election of Anne-Catherine Ries as Director for a one-year term |
Draft resolution
The Board of Directors proposes to the Meeting that the following Director should be re-elected as Director for a one-year term:
Anne-Catherine Ries
Based on the proposals from the Board of Directors, the Board would be composed of the following 9 Directors (five men and four women):
For the A-shareholders (all of them independent): Fabienne Bozet, Joseph Cohen, Frank Esser, Ellen Lord, John Shaw, Peter van Bommel.
For the B-shareholders: Carlo Fassbinder, Anne-Catherine Ries, Françoise Thoma.
Short bio of the candidate proposed for re-election:
Anne-Catherine Ries (B-shareholders)
Mrs Anne-Catherine Ries became a director on 1 January 2015 and is Vice-Chairperson of the SES Board of Directors.
Mrs Ries is First Government Advisor to the Prime Minister and Director general in charge of Media, Connectivity and Digital Policy. Her focus over more than two decades has consistently been on developing the tech and digital innovation ecosystem, both at European and Luxembourg level, after starting her professional career at an American law firm in Paris.
Mrs Ries holds a law degree from the University of Paris II and the University of Oxford, and a postgraduate LL.M degree from the London School of Economics.
Mrs Ries is a Luxembourg and French national. She is not an independent director because she represents an important shareholder.
| SES, société anonyme, Château de Betzdorf, L-6815 Betzdorf | Annual General Meeting | 2 April 2026 |
Annual General Meeting
| 15 | Approval of the Remuneration Policy [non-binding vote] |
Draft resolution
The Board of Directors proposes to the Meeting to approve the amended remuneration policy as applicable as from 1 January 2026.
| SES, société anonyme, Château de Betzdorf, L-6815 Betzdorf | Annual General Meeting | 2 April 2026 |
Remuneration Policy as applicable from 1 January 2026 Remuneration should reflect the SES must attract qualified The duration of contracts or qualifications and experience arrangements with Directors and Directors and SLT required of the Directors and SLT SLT members, applicable notice members to sustain its members, the personal risks they periods, main characteristics of success, and remuneration undertake, and the dedication and supplementary pension or early efforts they contribute to the plays a key role in retirement schemes, and the terms Company. Additionally, remuneration achieving this goal. of, and payments linked to, must be consistent with that of termination. similar roles in other companies and The decision-making process for the relative to the pay and employment determination, review, and conditions of the Company’s implementation of the Policy, employees. including measures to avoid or manage conflicts of interest and, The present Policy describes the where applicable, the role of the remuneration paid by the Company Remuneration Committee and to the Directors and members of the the Board. Board-appointed Senior Leadership The procedural conditions under Team (SLT members): which any derogation from the How remuneration contributes to Policy can be applied, as well as the the Company’s objectives relating elements of the Policy from which a to its business strategy, long- derogation is possible. term interests, and sustainability. Arrangements for incoming The different components of executives where the Remuneration remuneration, including all Committee considers it appropriate bonuses and other benefits in to offer buy-out awards to whatever form, if any, awarded compensate for remuneration to Directors and SLT members, forfeited at a previous employer. and their relative proportion. Remuneration of the Directors Retainer amount (Board) The retainer for the Chairman of The remuneration granted The retainer for the Chairman the Remuneration Committee shall to Directors consist of an shall amount to EUR 150,000 amount to EUR 16,000 (per year) annual retainer targeted (per year); The retainer for a member of the broadly at market median The retainer for the Vice- Remuneration Committee shall as described on the right. Chairpersons shall amount to amount to EUR 8,000 (per year); EUR 100,000 (per year); The retainer for the Chairman of All these fees are stated The retainer for the a Director the Nomination Committee shall net of any Luxembourgish shall amount to EUR 80,000 amount to EUR 16,000 (per year); withholding taxes that may (per year) Retainer amount apply on directors’ fees. The retainer for a member of the (Committees) Board members do not Nomination Committee shall receive any stock options or Retainer amount (Committees) amount to EUR 8,000 (per year); bonuses. The retainer for the Chairman of the Audit & Risk Committee Out-of-Europe resident Directors shall amount to EUR 25,000 receive €15,000 / year compensation (per year); for the increased cost and time The retainer for a member of invested the Audit & Risk Committee shall amount to EUR 12,500 (per year)
Remuneration of SLT Members in the meantime. The review compares the remuneration of SES In line with best In line with the Charter of the SLT members against those of their Remuneration Committee, SLT peers. practice, SES remuneration matters are decided conducts an SLT by the Board after review and Short-Term Incentive (STI) recommendations from the remuneration The main objective of the annual Remuneration Committee. benchmark review bonus plan for the CEO and other SLT members is to establish a every three to five The remuneration of SLT performance reward scheme that years, unless a members comprises of links annual variable compensation two major components: to (i) the Company’s financial results, significant activity or (ii) its performance against specific transaction occurs in 1. The compensation package, business objectives, and (iii) the which consists of a Yearly Base individual performance of SLT the meantime. In Salary members against contribution metrics 2025 the (YBS”), Short-Term Incentive set by the CEO and the Board for (“STI”), and Long-Term Incentive each performance year. The plan Remuneration (“LTI”); and Committee has 2. Benefits include, but are not ensures alignment with and focus on limited to, car allowance, pension, the Company’s core objectives while appointed an underscoring individual accountability health care plans, and death and as essential to organizational success. independent external disability insurance. advisor to assist with Yearly Base Salary (YBS) The STI for SLT members is based on the remuneration The base salary of the CEO, as well their annual performance during the as that of other SLT members, is review of all SLT relevant calendar year, as assessed reviewed by the Remuneration by the Remuneration Committee and members. Committee in validated by the Board in February of its first ordinary meeting of the the following year, with payment year. The Board has the sole made in March of the following year. authority to adjust the YBS of the STI is part of the cash compensation CEO and other SLT members, except provided in local currency. for legally required cost-of-living adjustments STI achievements, which include (i.e. Luxembourg index). financial results and performance against business objectives, For all new SLT nominations, are reported in the annual remuneration packages are Remuneration Report. validated by the SES Board and incorporate Remuneration Committee As a direct result of a comprehensive recommendations. Packages are benchmarking exercise reflecting this based on external benchmarks new global footprint, which is provided by compensation now well represented by both sides consultants, while also considering of the Atlantic, the On Target (STI) the level of qualification, experience, percentage for the SLT has been and employment conditions at the revised and harmonized. time of the offer. In line with best practice, SES conducts an SLT remuneration benchmark review every three to five years, unless a significant activity or transaction occurs Remuneration Policy as applicable from 1 January 2026 | p. 2
This critical adjustment serves 4. Performance culture and As the Company has multiple strategic imperatives: retention: undergone a significant 1. Global responsibilities of SLT By ensuring our incentive structures transformation, evolving members: Regardless of their remain competitive, we reinforce a into a new, integrated, and home location, the SLT members’ strong, performance-driven culture increasingly complex global responsibilities are Global, including at the senior leadership level. As we organization with a managing globally spread teams. shift the overall SLT pay structure substantial presence in both SLT presence and market visibility toward a higher proportion of the United States and is critical particularly across Europe variable pay, we directly align SLT Europe, this strategic and the US. member incentives with strategic expansion requires an 2. Global competitiveness and and operational business delivery evolution in our executive talent mobility: The revision targets. The enhanced, market-compensation framework. ensures our incentive structures aligned variable pay component is a are highly competitive across the vital tool for attracting and retaining key markets in which we now the executive talent critical to operate. By aligning our variable driving and sustaining our global pay practices with a blended growth trajectory. benchmark of both US and European market standards, we are The STI target for all SLT members directly addressing the competitive is now harmonised to 80% of the pressures of attracting and YBS and the STI target for the CEO retaining top executive talent in remains 100% of the YBS. The both regions. Furthermore, this minimum payout can be as low as harmonization 0% of the STI (meaning no STI is essential for facilitating talent payment), with a maximum payout mobility across our international capped at 150% of the annual locations, a necessity for a truly bonus target, including the global enterprise. Performance Contribution Factor 3. Alignment with scale and (“PCF”). Each SLT member’s STI complexity: The adjusted STI consists of three components: structure aligns with the increased Financial Performance scale and international scope of the (70% of the STI). business. It reflects the significantly Strategic Business Objectives more complex operational and (30% of the STI). strategic challenges that are Performance Contribution inherent in managing an integrated Factor (as a multiplier, ranging transatlantic organization. between 80%—120%). Company Performance Level Target achievement on 3 financial measures against Budget: 70% 40% Revenue 40% EBITDA adj. Performance 20% Net Operating Cash Flow Contribution Factor adj. (PCF) as multiplier: between 80%—120% Strategic Business Objectives 30% (SBO) Target achievement against Board approved strategic objectives at the start of the performance year Remuneration Policy as applicable from 1 January 2026 | p. 3
The Financial Performance is budget process and ultimately measured by comparing actual approved by the Board. achievements to budgeted targets The financial performance payout across the following metrics with is capped at 150% of the annual their respective weights: Revenue bonus target, applicable for a (40%), EBITDA (40%), and Net 107% target achievement for each Operating Cash Flow (20%). of the three metrics separately. A performance threshold is set at The budget targets for these 88% achievement, below which no metrics are established during the compensation is awarded, as annual outlined below: 160% Maximum Target Value Slope Factor 140% Achievement from previous point 120% 0.0% 0.0% Factor 100% X < 88.0 0.0% 0.0 80% 88.0% 0.0% Payout 60% 96.0% 80.0% 10.0 40% 104.0% 120.0% 5.0 107.0% 150.0% 10.0 20% 0% Threshold X > 107.0% 150.0% 80% 88% 96% 104% 107% 115% Target Achievement The Strategic Business For the first half of 2025 strategic Objectives are set on an annual business objectives were based on basis and approved by the SES stand-alone SES objectives and Board at the beginning of each year equally weighted among: to ensure alignment with the Deliver compelling value in Company’s strategic roadmap. The selected vertical markets, Board measures achievement at Relentlessly focus on customer the end of each performance year, experience, based Build and scale a multi-orbit on recommendations from the network, Remuneration Committee. The Develop a best-in-class SES team payout for business objectives can that drives a responsible company, be as low as 0% and is capped at Successful SES and Intelsat 150% of the annual bonus target. integration. Remuneration Policy as applicable from 1 January 2026 | p. 4
Following the acquisition, for the second establishes clear guidance on half of 2025, the strategic business leadership values and behaviors. SES is objectives were updated based on committed to maintaining a consistent the combined company. Calculation of approach across the organization, the first half (H1) CPL and SBO was embedding individual accountability into conducted shortly after the close of the employee bonus plans. first half of 2025, allowing for a prompt Financial performance analysis of the results to be incorporated The Board measures PCF performance measures for H2 2025 were into the overall assessment. By at the end of each year, based on set to equally weighted completing the calculation promptly, the recommendations provided by the Revenue and adjusted organization was able to establish well- Remuneration Committee. EBITDA targets approved by informed targets for the second half the Board. Strategic business (H2) of 2025, ensuring continuity and As 2025 was marked by significant objectives for H2 2025 were alignment with strategic objectives. transformation following the acquisition established for the combined of Intelsat, the PCF was applied to SES entity, equally weighted to Financial performance measures for H2 stand-alone SLT members in H1 2025. include: 2025 were set to equally weighted For the second half of 2025, PCF was Revenue and adjusted EBITDA targets not applied, resulting in SLT members Deliver customer and shareholder value with approved by the Board. Strategic being measured solely by the financial vertical solutions, business objectives for H2 2025 were and strategic objectives results. PCF Transform the business established for the combined entity, will be implemented for all SLT with relentless focus on equally weighted to include: members in 2026. operational excellence, Deliver customer and shareholder value Long-Term Incentive (LTI) Build and scale a multi-with vertical solutions, orbit network, The LTI is regulated by the Equity Transform the business with relentless Develop a best-in-class Based Compensation Plan (EBCP). focus on operational excellence, SES team that drives a Build and scale a multi-orbit network, responsible company, The objective of the EBCP is to Develop a best-in-class SES team that Successful SES and enhance the competitiveness of the drives a responsible company, Intelsat integration. Company and its affiliates in attracting Successful SES and Intelsat integration. and retaining top global leadership talent, thereby positioning the Company as a global employer of The Performance Contribution choice. Additionally, the EBCP is Factor is designed to strongly designed incentivize individual accountability to ensure that SLT members become in support of organizational results. As shareholders, fostering a sense of such, it represents a transition to ownership and enabling them to benefit a performance-based management from their contributions to increasing system. Cascading from organizational shareholder value. objectives, the PCF metrics are interrelated yet distinct, as each level To this end, the EBCP provides a introduces specificity and sharpens framework for the grant or award of execution focus. The metrics are equity-based incentive compensation in articulated as individual goals that the form of restricted shares and leaders can utilize to translate the performance shares, which shall be Company’s overarching priorities and determined and approved by the Board outcomes into tactical, measurable in its sole discretion, based deliverables that their functions can on recommendations from the directly influence. The framework also Remuneration Committee. Remuneration Policy as applicable from 1 January 2026 | p. 5
In view of our expanded presence In view of our expanded presence in As a result of benchmarking efforts, in the US and Europe, our LTI the US and Europe, and the necessity the SLT remuneration packages opportunity is fair and reflective of to compete for executive talent have been recalibrated to reflect the global nature of our peer globally, we have reviewed market the scale and complexity of the new group, striking a balance between practices in both regions to ensure organization, with a focus on driving the attractive, retention-focused our long-term incentive opportunity long-term strategic outcomes. LTI incentives typically offered by US and vehicle mix remain competitive. On Target percentages have been companies and the less dilutive, adjusted to ensure that all SLT performance-focused LTI levels It is standard market practice in the members have meaningful prevalent in Europe. Specifically, US to grant LTI awards in the form of participation and influence in the the benchmarking exercise we equally split time- and performance- Company’s undertook against the global based awards. And while in Europe, long-term performance, thereby executive peer group showed that the expectation remains that supporting sustained shareholder over 50% of our peers use a awards are predominantly based on returns. This approach considers the combination of LTI vehicles. performance, we recognize a growing impact of US compensation practices, trend towards including a portion acknowledging the differences in of awards linked solely to service. market expectations and reward Specifically, the benchmarking structures between the US and exercise we undertook against the Europe to ensure competitiveness global executive peer group showed and internal equity across the that over 50% of our peers use a integrated leadership team. SLT On combination of LTI vehicles. Among Target LTI grants now range from the most prevalent combination of 110% of YBS, up to 150% of YBS, vehicles used by more than 30% of with a mix of 25% RSUs and 75% our peers, the average distribution PSUs. was approximately 40% RSUs and 60% PSUs, with US companies For consistency with peers, the showing a more balanced approach, CEO LTI On Target percentage has while European companies relying been adjusted as well, however the more heavily on PSUs. prevalence of performance shares is higher, with breakdown as follows: In this context, we believe that our current vehicle mix of 25% RSUs and 120% of YBS, with a mix of 25% 75% PSUs is well-balanced and RSUs and 75% PSUs, granted aligns with the prevailing practices with the annual corporate grant observed among our global peers. cycle, harmonising performance This strategy allows us to provide metrics across all recipients; competitive awards while effectively 230% of YBS as 100% PSUs, managing overall costs. granted following year-end annual business plan approval, Regarding the overall quantum, with key financial metrics central our LTI opportunity is fair and to SES long-term success. reflective of the global nature of our peer group, striking a balance With this approach, the CEO between the attractive, retention- performance-driven equity focused incentives typically offered compensation is tightly linked to by US companies and the less shareholders value creation, dilutive, performance-focused LTI reinforced further with SES levels prevalent in Europe. Performance Shares payout tied to synergy execution and key company financial metrics (EBITDA, Net Debt). Remuneration Policy as applicable from 1 January 2026 | p. 6
In the 2025 annual The ESG modifier introduced in 2023 The number of restricted shares corporate equity grant has now been removed from the granted is determined by cycle, performance performance-based LTI. multiplying the relevant YBS by metrics were enhanced to Given the issuance of Executive the applicable percentage and include a commitment to Order 14173 (“Ending Illegal dividing by the average of the achieving successful Discrimination and Restoring Merit- closing prices of the Company’s integration of SES and Based Opportunity”), which applies FDRs over the preceding 15 days to federal contracts and grants and at the Paris stock exchange. This is Intelsat, through the requires contractors to certify that subject to review by the delivery of synergies. they do not operate any programs Remuneration Committee for each promoting DEI in violation of federal grant year. anti-discrimination laws, continuing to maintain a DEI metric carries Performance Shares significant risks for SES. Performance shares are FDRs contingent upon the achievement Additionally, the complexity of of performance targets, as set out establishing and accurately in the EBCP or approved by the measuring unified CO2 emission Board based on recommendations targets and outcomes for the newly from the Remuneration combined organization necessitates Committee. Unless otherwise the creation of a new baseline for specified by the Remuneration CO2 targets, with the aim of Committee, Performance shares implementing these with the 2026 will vest on June 1 of the third grants. year following the grant (“Share Vesting Date”), subject to the Benchmarking has also revealed that Participant’s continued ESG and DEI metrics are less employment with the Company or prevalent among SES’s peers, with an Affiliate. approximately 11% using CO2 metrics. In 2025 annual corporate grant cycle, performance metrics were The Board usually approves the enhanced to include a commitment annual grant during its April meeting to achieving successful integration based on a recommendation from of SES and Intelsat, through the the Remuneration Committee. This delivery of synergies, with grant year, however, the Board approved performance measured as follows: the grant awards in July following 50% of performance conditions the completion of the Intelsat objective: Total Shareholder acquisition, with vesting aligned to Return (TSR) performance the Company’s regular grant date compared (June 1, 2028) and enhanced to panel median, maintaining performance criteria related to unchanged payout conditions as committed acquisition synergies. per the ratchet table below; 50% of performance conditions Restricted Shares objective: achieve 260 million EUR The Restricted shares are Fully in operating and capital Diluted Rights (FDRs) granted with expenditure run-rate savings by the sole condition that at the time of year 3 (70% of the final target of vesting, the SLT member is 370 million EUR to be achieved by employed by the Company. The year 5), with payout conditions restricted shares vest on June 1 of outlined in the ratchet table below. the third year following the year of the grant. Remuneration Policy as applicable from 1 January 2026 | p. 7
The performance-based CEO year- Measurement is based on the end equity grant, linked to SES’s Volume Weighted Average Price. year-end business plan cycle, The outcome is reviewed by the measures performance over three Remuneration Committee prior to years based on two equally weighted the Share Vesting Date. targets: adjusted EBITDA (50%) and Net Debt (50%), as defined in the The comparator group is regularly Board-approved business plan. reviewed by the Remuneration The 2025 CEO year-end equity Committee and is determined based grant is subject to a three-year on multiple factors, including vesting period, with vesting date company size, business mix, December 31, 2028. The vesting geographic distribution, and TSR value of the grant will be determined correlation. on the date that the Board has The Total Shareholder Return confirmation of the audited financial (TSR) comparator group comprises results for the financial year ended 15 companies balanced across the December 31, 2028 and requires Satellite, Media, and European continued employment on the Telecom sectors, as well as other vesting date. adjacent industries. The number of performance shares The 2025 comparator group granted is determined by multiplying consists of: the relevant YBS by the applicable On Target percentage and dividing by the average share price measured TSR Comparator Group over the preceding 15 days. Eutelsat Communications S.A. Total Shareholder Return (TSR) ViaSat, Inc. is the retained metric for assessing financial performance. It is measured Telesat Corporation relative to the median TSR EchoStar Corporation performance of a panel of comparable companies during the ProSiebenSat.1 Media SE vesting period and possesses the Telefonica SA following characteristics: ITV Plc The ending share price is RTL Group SA determined based on the average share price during the three-month Orange SA period preceding the vesting date, BT Group Plc specifically from February 1, 2029, to April 30, 2029, considering only Proximus NV trading days. Millicom International Cellular The starting share price is calculated using the average share SA Royal Caribbean Ltd. price during the three-month period of the grant year from Gilat Satellite Networks Ltd. February 1, 2026, to April 30, Carnival Corporation & Plc 2026, also considering only trading days. Remuneration Policy as applicable from 1 January 2026 | p. 8
The ratchet tables below show the calculation of each of the performance metrics, whereby: 1. The TSR payout is calculated as follows: 200% ·················································,—— Maximum No payout if performance is Shares below 75% of the panel median. Payout is proportionate between 150% 50% and 100% for performance achievements ranging from 100% Target 75% to 100%. Performance Payout is proportionate betweenof 100% and 200% for Threshold performance achievements 50% ranging from 100% to 150%. Vest Payout is capped at 200% for Proportionthat 0% performance exceeding 150%of the panel median. 0% 25% 50% 75% 100% 125% 150% 175% TSR Achievement SES has set the threshold 50% to 80% of the award. By performance at 75% of the median aligning its threshold vesting with peer performance, with 50% of the the lower vesting range observed award vesting for achieving this across its peers, SES ensures that performance. Peer data indicates variable compensation is delivered that TSR threshold performance is only for performance that is typically set between the lower stretching, thereby supporting quartile and the median shareholder value creation and of a comparator group, with adherence to industry best 2. The Synergy Target associated payouts ranging from practices. payout is calculated as follows: 200% Maximum No payout if performance is below 90% of target. Payout is proportionate between Shares 150% 50% and 100% for performance achievements ranging from 100% Target 90%to 100%. Payout is proportionate between Performance 100% and 200% forof 50% Threshold performance achievements ranging from 100%to 150%. Vest Payout at 200% (cap) if Proportionthat 0% performance is above 150%. 0% 25% 50% 75% 100% 125% 150% 175% Synergies Achievement Remuneration Policy as applicable from 1 January 2026 | p. 9
3. For CEO LTIs, the adjusted EBITDA and Net 150% Maximum Debt Targets payout is Shares calculated as follows: 125% 100% Target No payout if performance is below 80% of target. 75% Payout is proportionate between Performance 50% and 100% for performanceof Threshold 50% achievements ranging from 80% to 100%. Vest 25% Payout is proportionate between 100% and 150% for Proportionthat 0% performance achievements 0% 25% 50% 75% 100% 125%150% 175% ranging from 100% to 130%. Target Achievement (adjusted EBITDA, Net Debt) Payout at 150% (cap) if performance is above 130%. Outcomes will be reported in the Health check-ups: annual remuneration report. Regular health check-ups are provided. Benefits Business travel health The following key benefits are offered insurance: Comprehensive to SLT members in line with local international health insurance is practices: available for all business travel, with an additional Pensions and health care plans: complimentary policy for the In Luxembourg, pension CEO. contributions are 7% for the Death and disability portion of salary up to the Social insurances: Coverage for death Security Ceiling (SSC) and 19% for and disability is included. the portion exceeding the SSC. The Long-term sick leave: complementary pension scheme Provision for long-term sick operates as a defined contribution leave is available if statutory plan. In the US, restoration plans local coverage is inferior. provide retirement benefits that Car allowances: supplement the tax-qualified, Car allowances are provided. defined contribution pension Additionally, several SLT members account defined in subsection receive tax support, temporary 401(k) of the United States Internal housing assistance during Revenue Code. relocation, and reimbursement of In the UK, the pension contribution education fees for dependent is set at 12% of the YBS. children. Remuneration Policy as applicable from 1 January 2026 | p. 10
Employment, Resignation and Termination Periodic Review SLT members are employed on a apply to members departing the This Policy will be reviewed permanent basis, with Company due to death, disability, regularly, at a minimum employment contracts in or retirement. These members will every three years. accordance with local benefit from an immediate vesting regulations: of all unvested equity. The Remuneration Three SLT members hold Both the Company and the SLT Committee is responsible employment contracts with an member may terminate the for advising the Board on American subsidiary of SES. employment contract with a notice any specific amendment One SLT member holds an period of six months. suggestions to this Policy. employment contract with The final version, which will a British subsidiary of SES. All SLT members are entitled to up be presented All other SLT members have to one year of YBS in the case of to shareholders, will be employment contracts with SES termination without cause by the approved by the Board. or with a Luxembourg Company, or termination with cause subsidiary of the Company. by the SLT member, provided they In accordance with the In the event of resignation or comply with the equivalent Shareholder Rights Law termination, any unvested portion restricted period for non-compete of August 1, 2019, the of outstanding stock options, and non-solicitation. This indemnity SES Board adopted a restricted shares, and includes any applicable statutory Remuneration Policy that performance shares will be severance payment. was formally submitted to immediately forfeited. Exceptions shareholders at the AGM SLT Members’ Share Ownership Program on April 3, 2025 and supported by 95.36% This program is designed to shares and/or FDRs. Over a four- approval votes. ensure that SLT members become year period, with equal annual shareholders in the Company, investments, SLT members must Adherence to the fostering a sense of ownership individually hold an amount equal Shareholder Rights Law and a commitment to creating to their YBS or twice the YBS for is made on a voluntary shareholder value. the CEO. For the purpose of and complementary assessing compliance with share basis and deviations to SLT members have an obligation to ownership requirements, the Remuneration Policy invest in SES equity via registered unvested restricted shares are may occur in exceptional included. circumstances upon Shareholder Vote & Disclosure decision of the SES Board. The Policy will be submitted to the An updated Remuneration shareholders at least once every policy, the Company will present Policy, with the three years or sooner if there are a revised policy for approval at accompanying material changes. the subsequent general meeting. remuneration report below, will be presented to the While the shareholder vote at the Following the vote, this Policy, Board prior to its AGM is advisory, should the AGM along with the date and results of submission to reject the proposed remuneration the vote, will be made available the shareholders at the annual meeting. on the Company’s website, where it will remain publicly accessible free of charge for as long as it is applicable. Remuneration Policy as applicable from 1 January 2026 | p. 11
Annual General Meeting
| 16 | Determination of the remuneration of members of the Board of Directors |
Draft resolution
The Board of Directors proposes to the Meeting that the remuneration of the Directors shall be calculated on the basis of an annual retainer targeted broadly at market median, as follows:
| • | The retainer for the Chairman shall amount to EUR 150,000 (per year); |
| • | The retainer for the Vice-Chairpersons shall amount to EUR 100,000 (per year); |
| • | The retainer for a Director shall amount to EUR 80,000 (per year); |
| • | The retainer for the Chairman of the Audit & Risk Committee shall amount to EUR 25,000 (per year); |
| • | The retainer for a member of the Audit & Risk Committee shall amount to EUR 12,500 (per year); |
| • | The retainer for the Chairman of the Remuneration Committee shall amount to EUR 16,000 (per year); |
| • | The retainer for a member of the Remuneration Committee shall amount to EUR 8,000 (per year); |
| • | The retainer for the Chairman of the Nomination Committee shall amount to EUR 16,000 (per year); |
| • | The retainer for a member of the Nomination Committee shall amount to EUR 8,000 (per year); |
Directors having their personal residence out of Europe shall receive an additional remuneration of EUR 15,000 each year, compensating for extra travel time.
All the amounts contained in the present resolution shall be net of any Luxembourgish withholding tax on directors’ fees.
| SES, société anonyme, Château de Betzdorf, L-6815 Betzdorf | Annual General Meeting | 2 April 2026 |
Annual General Meeting
| 17 | Approval of the Remuneration Report |
Draft resolution
The Board of Directors proposes to the Meeting to approve the Remuneration Report for 2025.
| SES, société anonyme, Château de Betzdorf, L-6815 Betzdorf | Annual General Meeting | 2 April 2026 |
Remuneration Report The following sections cover the SES Remuneration Policy and 2025 Remuneration Report. Both the Policy and the Report have enabling the organization to offer more been prepared by the Remuneration compelling alternatives to customers Committee. The primary role of the and strengthen its overall competitive committee is to review and advise positioning in a rapidly evolving market. the SES Board of Directors and Senior This new, large-scale entity will also Leadership Team on remuneration benefit from the collective talent, 2025 represented matters, ensuring they align with expertise, and proven track record of strategic objectives and comply both companies, further reinforcing its another active year with applicable laws and regulations. capability to execute with excellence. for the SES leadership At the same time, it will be expected and Remuneration 2025 represented another active to meet the highest standards of Committee, including a year for the SES leadership and business execution and shareholder number of changes to Remuneration Committee, including value creation. the Board appointed a number of changes to the Board-Senior Leadership Team appointed Senior Leadership Team Expanded capabilities will empower (SLT) following the 100% acquisition customers across Government, Mobility, (SLT) following the 100% of Intelsat. Fixed Data, and Media to extend their acquisition of Intelsat. network reach, add further resilience, This acquisition has significantly improve productivity across operations, reshaped the industry’s competitive and bring world-class experiences to landscape, creating a multi-orbit their end-users. operator with greater coverage, improved resilience, an expanded suite SES will continue to be of customer-centric solutions, and the headquartered and domiciled in enhanced resources required to invest Luxembourg while maintaining profitably in innovation. Beyond scale, a significant presence in the US – the combination unlocks meaningful notably in the greater Washington, operational and commercial synergies, D.C. area and Chicago Illinois. SES | Annual Report 2025 | 162
The transaction has significantly scaled and global ground network. Increase in headcount: our operations: Success is underpinned by our The acquisition brings together commitment to balance investment a wealth of collective talent, in innovation with the delivery +80% expertise, engineering knowledge, of €2.4B (NPV) in synergies and go-to-market capabilities. (85% of equity consideration), Headcount grew by 80% from of which 70% will be executed 2,134 at YE2024 to 3,845 within three years of closing. at YE2025 across close to Operating in a rapidly evolving Customer footprint 30 countries. market, the newly formed across countries: FY2025 financial results show organization will compete with a 34% revenue increase on a major technology and satellite reported basis to €2.6B. Adjusted companies for critical future skills 130 EBITDA rose by 19% such as software development, to €1.2B and backlog grew by AI, big data, and cloud expertise. 37.5% to €6.6B. The expanded The right talent and compensation revenue base now includes over strategy is essential for attracting 60 government organizations, and retaining top leaders to remain Like-for-like revenue in 2025(1): nearly two billion viewers competitive and drive growth. SES worldwide, five out of six is therefore working to strengthen major cruise line operators, its skills, leadership capabilities 30 commercial airline partners, and adopt a strategic, €3.5B and eight out of the world’s performance-driven approach top 10 mobile network operators. to executive remuneration. Our customer footprint touches over 130 countries. As a result of the acquisition, the Total assets also grew Remuneration Committee has substantially and now combine appointed 6 new members to the complementary multi-orbit Senior Leadership Team (SLT). satellite-based capabilities, Compensation packages have been 1. As if Intelsat fully consolidated from January 1, 2024 spectrum portfolio, reviewed to ensure they reflect the SES | Annual Report 2025 | 163
The new SLT increase in scope and responsibilities Deepak Mathur was appointed membership is a of the role; the diverse leadership as President—Media Vertical locations that follow different pay on July 17, 2025 from within SES. balanced representation practices; and the larger and more He has relocated to Luxembourg of both companies’ complex scale of operations; the from Singapore. heritage and evolving competitive talent market. Jean-Philippe Gillet was appointed President – Fixed and Maritime geographical locations. The following members were active Vertical on July 17, 2025. He is in the SLT during the full year 2025: currently located in London, UK. Chief Executive Officer (CEO): Michael DeMarco was appointed Adel Al-Saleh, located in President – Aero Vertical, on July 17, Luxembourg 2025. He is currently located in SES Chief Product & Innovation Officer: Tysons’ office, in Virginia, US. Xavier Bertran, located in Luxembourg SES SLT members whose mandate Chief Human Resources Officer: ended on July 16, 2025: Veronika Ivanovic, located Chief Technology Officer Milton in Luxembourg Filho Torres departed SES on Chief Strategy Officer: Nihar Shah, November 30, 2025. located in SES Tysons’ office Chief Commercial Officer John in Virginia, US Paul Hemingway departed SES Chief Integration & Transformation on August 17, 2025. Officer: Greg Orton, with role Chief Legal Officer Thai Rubin expanded on July 17, 2025, departed SES on October 31, 2025. having previously held the position Chief Transformation Officer of Chief M&A Officer at SES. Fabien Loeffler took up another Greg is located in Ireland. role within SES. New appointments during the The Remuneration Committee has year 2025: appointed Aon as its independent Elisabeth Pataki was appointed as external advisor to assist with the Chief Finance Officer on June 16, remuneration review of all SLT 2025, joining the Company from members. With Aon’s support, the Aerojet Rocketdyne. Located in Committee undertook a detailed Luxembourg, Elisabeth succeeded benchmarking exercise designed to Sandeep Jalan, who acted in a calibrate Senior Leadership Team (SLT) supporting role until July 31, 2025. compensation in line with the SES Aaron Shourie was appointed Chief hybrid business model by reflecting Legal Officer on July 17, 2025. Aaron both US and European pay practices, is currently located in SES Tysons’ as well as the increased scope and office, in Virginia, US. responsibility of the SLT roles. Adam Levy was appointed Chief Operations & Engineering Officer on As part of this review, the Committee July 17, 2025. He is currently located established a global executive peer in Luxembourg for a temporary group comprised of direct satellite assignment, with permanent location communications peers and companies in SES Tysons’ office, in Virginia, US. from the wider telecommunications SES | Annual Report 2025 | 164
The new SLT membership is and technology industry. Selection remuneration. These amendments are a balanced representation of was based on criteria such as revenue, intended to reinforce SES’s ability to both companies’ heritage and market capitalization, and employee attract, retain, and motivate key talent headcount, to reflect a range of across all operational locations while geographical locations. companies similar to SES, both in terms maintaining clear alignment with the of size but also requirements – including Company’s strategic priorities. direct competitors in the search for talent. Following the review, the The Remuneration Committee endorsed Remuneration Committee the executive peer group considering: concluded that: Geography broadened, diversified, and increased SLT remuneration must reflect scope to 27 companies from 21, with the new larger, more complex 60% based in Europe and 40% in the organization. United States. With a presence spanning across selected members with a higher Europe and the US, SES will continue market cap, revenue, and headcount: granting Restricted Share Units Market cap €2B—€10B (RSUs) and Performance Share Units Europe 64% Revenue €4B—€10B (PSUs) as part of the Long-Term US 36% Headcount 2,500 – 10,000. Incentive (LTI). Short-Term Incentives (STI) shifted to It is important to note that the a differentiated performance-based executive peer group was developed model, based on the achievement specifically for benchmarking executive of specific financial and operational pay. As such, it differs from our Total Company targets, with recognition Shareholder Return (TSR) peer group, for individual contributions through Heritage which is used to assess relative TSR a Performance Contribution Factor performance under our long-term (PCF); the PCF comprises measurable incentive plan. The executive peer group metrics by SLT member, defined is focused on aligning remuneration to support company targets, practices with companies of similar size, as approved by the Board. Full scale, and industry characteristics; the implementation of the PCF will be TSR peer group, meanwhile, reflects in 2026. Heritage SES 64% the broader market against which stock Heritage Intelsat 36% performance is measured. Evolution of the SLT performance philosophy is aimed at increasing Peer group data and market positioning accountability, while also recognizing represent just two of several reference our globally diverse talent, operating points used by the Remuneration in a highly competitive and complex Committee to guide pay decisions. ecosystem. The Remuneration Committee also considered other factors such as The Remuneration Committee is individual experience and performance; committed to continuously reviewing, differences between the role as defined benchmarking and evaluating these by SES compared to how it is typically structures to ensure that they reflect structured in the general market; overall the complexity, size, geographical operational performance; internal presence, and Company’s strategic parity among leadership members objectives, especially following and within the organization; and the significant activity or transactions cost implications of any changes in such as the acquisition of Intelsat. SES | Annual Report 2025 | 165
Remuneration Policy SES must attract qualified Remuneration should reflect the The duration of contracts or Directors and SLT members qualifications and experience required arrangements with Directors and to sustain its success, and of the Directors and SLT members, SLT members, applicable notice the personal risks they undertake, periods, main characteristics of remuneration plays a key role and the dedication and efforts they supplementary pension or early in achieving this goal. contribute to the Company. Additionally, retirement schemes, and the terms of, remuneration must be consistent with and payments linked to, termination. that of similar roles in other companies The decision-making process for and relative to the pay and employment the determination, review, and conditions of the Company’s employees. implementation of the Policy, including measures to avoid or The present Policy describes the manage conflicts of interest and, remuneration paid by the Company where applicable, the role of the to the Directors and members of the Remuneration Committee and Board-appointed Senior Leadership the Board. Team (SLT members): The procedural conditions under How remuneration contributes to which any derogation from the the Company’s objectives relating Policy can be applied, as well as to its business strategy, long-term the elements of the Policy from interests, and sustainability. which a derogation is possible. The different components of Arrangements for incoming remuneration, including all bonuses executives where the Remuneration and other benefits in whatever Committee considers it appropriate form, if any, awarded to Directors to offer buy-out awards to and SLT members, and their compensate for remuneration relative proportion. forfeited at a previous employer. Remuneration of the Directors Fixed remuneration per year The remuneration granted The fixed component of the Remuneration per meeting Directors to Directors consists of a remuneration amounts to €40,000 per receive €1,600 for each Board meeting fixed annual fee, and a fee year whereas the Vice Chairpersons or Board committee meeting they per Board or committee each receive an annual fixed fee of attend, except for the Audit and meeting attended as €48,000 and the Chairperson receives Risk Committee for which a fee of described on the right. a fee of €100,000 per year. €1,920 per meeting is paid. Directors participating in a meeting of a specific All these fees are stated Any Director chairing one of the project taskforce set up by the Board net of any Luxembourgish committees set up by the Board (if not of Directors receive a remuneration of withholding taxes that may the Chairperson of the Board) receives €1,600 per meeting. Out-of-Europe apply on directors’ fees. Board an annual fee of €8,000. The Chair resident Directors receive €15,000 / members do not receive any of the Audit and Risk Committee year compensation for the increased stock options or bonuses. (if not the Chairperson of the Board) cost and time invested in travelling to receives an annual fee of €9,600. the board meetings. SES | Annual Report 2025 | 166
Remuneration of SLT Members In line with the Charter of the in the meantime. The review compares In line with best Remuneration Committee, SLT the remuneration of SES SLT members practice, SES conducts remuneration matters are decided against those of their peers. an SLT remuneration by the Board after review and benchmark review recommendations from the Short-Term Incentive (STI) every three to five Remuneration Committee. The main objective of the annual bonus plan for the CEO and other years, unless a The remuneration of SLT members SLT members is to establish a significant activity or comprises of performance reward scheme that transaction occurs in two major components: links annual variable compensation 1. The compensation package, which to (i) the Company’s financial results, the meantime. In 2025 consists of a Yearly Base Salary (ii) its performance against specific the Remuneration (YBS”), Short-Term Incentive (“STI”), business objectives, and (iii) the Committee has and Long-Term Incentive (“LTI”); and individual performance of SLT members appointed an 2. Benefits include, but are not limited against contribution metrics set by to, car allowance, pension, health the CEO and the Board for each independent external care plans, and death and disability performance year. The plan ensures advisor to assist with insurance. alignment with and focus on the the remuneration review Company’s core objectives while Yearly Base Salary (YBS) underscoring individual accountability of all SLT members. The base salary of the CEO, as well as as essential to organizational success. that of other SLT members, is reviewed by the Remuneration Committee in The STI for SLT members is based on its first ordinary meeting of the year. their annual performance during the The Board has the sole authority to relevant calendar year, as assessed adjust the YBS of the CEO and other by the Remuneration Committee and SLT members, except for legally validated by the Board in February of required cost-of-living adjustments the following year, with payment made (i.e. Luxembourg index). in March of the following year. STI is part of the cash compensation provided For all new SLT nominations, in local currency. remuneration packages are validated by the SES Board and STI achievements, which include incorporate Remuneration Committee financial results and performance recommendations. Packages are based against business objectives, on external benchmarks provided by are reported in the annual compensation consultants, while also Remuneration Report. considering the level of qualification, experience, and employment conditions As a direct result of a comprehensive at the time of the offer. benchmarking exercise reflecting this new global footprint, which is In line with best practice, SES conducts now well represented by both sides an SLT remuneration benchmark review of the Atlantic, the On Target (STI) every three to five years, unless a percentage for the SLT has been significant activity or transaction occurs revised and harmonized. SES | Annual Report 2025 | 167
This critical adjustment serves multiple 4. Performance culture and retention: As the Company has strategic imperatives: By ensuring our incentive structures undergone a significant 1. Global responsibilities of SLT remain competitive, we reinforce a transformation, evolving members: Regardless of their strong, performance-driven culture into a new, integrated, home location, the SLT members’ at the senior leadership level. As we and increasingly complex responsibilities are Global, including shift the overall SLT pay structure global organization with managing globally spread teams. toward a higher proportion of a substantial presence SLT presence and market visibility variable pay, we directly align SLT in both the United States is critical particularly across Europe member incentives with strategic and Europe, this strategic and the US. and operational business delivery expansion requires an 2. Global competitiveness and talent targets. The enhanced, market-evolution in our executive mobility: The revision ensures our aligned variable pay component is a compensation framework. incentive structures are highly vital tool for attracting and retaining competitive across the key markets in the executive talent critical to driving which we now operate. By aligning and sustaining our global growth our variable pay practices with a trajectory. blended benchmark of both US and European market standards, we are The STI target for all SLT members is directly addressing the competitive now harmonized to 80% of the YBS pressures of attracting and retaining and the STI target for the CEO remains top executive talent in both regions. 100% of the YBS. The minimum Furthermore, this harmonization payout can be as low as 0% of the is essential for facilitating talent STI (meaning no STI payment), with mobility across our international a maximum payout capped at 150% locations, a necessity for a truly of the annual bonus target, including global enterprise. the Performance Contribution Factor 3. Alignment with scale and (“PCF”). Each SLT member’s STI complexity: The adjusted STI consists of three components: structure aligns with the increased Financial Performance scale and international scope of the (70% of the STI). business. It reflects the significantly Strategic Business Objectives more complex operational and (30% of the STI). strategic challenges that are Performance Contribution Factor inherent in managing an integrated (as a multiplier, ranging between transatlantic organization. 80%—120%). Company Performance Level Target achievement on 3 financial measures against Budget: 70% 40% Revenue 40% EBITDA adj. Performance Contribution 20% Net Operating Cash Flow adj. Factor (PCF) as multiplier: between 80%—120% Strategic Business Objectives (SBO) Target achievement against Board 30% approved strategic objectives at the start of the performance year SES | Annual Report 2025 | 168
The Financial Performance is budget process and ultimately measured by comparing actual approved by the Board. achievements to budgeted targets The financial performance payout is across the following metrics with their capped at 150% of the annual bonus respective weights: Revenue (40%), target, applicable for a 107% target EBITDA (40%), and Net Operating achievement for each of the three Cash Flow (20%). metrics separately. A performance threshold is set at 88% achievement, The budget targets for these metrics below which no compensation is are established during the annual awarded, as outlined below: 160% Maximum Target Value Slope Factor 140% Achievement from previous point 120% 0.0% 0.0% Factor 100% X < 88.0 0.0% 0.0 80% 88.0% 0.0% Payout 60% 96.0% 80.0% 10.0 40% 104.0% 120.0% 5.0 107.0% 150.0% 10.0 20% Threshold X > 107.0% 150.0% 0% 80% 88% 96% 104% 107% 115% Target Achievement The Strategic Business Objectives For the first half of 2025 strategic are set on an annual basis and business objectives were based approved by the SES Board at the on stand-alone SES objectives beginning of each year to ensure and equally weighted among: alignment with the Company’s Deliver compelling value in selected strategic roadmap. The Board vertical markets, measures achievement at the end Relentlessly focus on customer of each performance year, based experience, on recommendations from the Build and scale a multi-orbit network, Remuneration Committee. The payout Develop a best-in-class SES team for business objectives can be as low that drives a responsible company, as 0% and is capped at 150% of the Successful SES and Intelsat annual bonus target. integration. SES | Annual Report 2025 | 169
Following the acquisition, for the second establishes clear guidance on leadership half of 2025, the strategic business values and behaviors. SES is committed objectives were updated based on to maintaining a consistent approach the combined company. Calculation of across the organization, embedding the first half (H1) CPL and SBO was individual accountability into employee conducted shortly after the close of the bonus plans. first half of 2025, allowing for a prompt Financial performance analysis of the results to be incorporated The Board measures PCF performance measures for H2 2025 into the overall assessment. By at the end of each year, based on were set to equally weighted completing the calculation promptly, recommendations provided by the Revenue and adjusted the organization was able to establish Remuneration Committee. EBITDA targets approved well-informed targets for the second half by the Board. Strategic (H2) of 2025, ensuring continuity and As 2025 was marked by significant business objectives for H2 alignment with strategic objectives. transformation following the acquisition 2025 were established for of Intelsat, the PCF was applied to SES the combined entity, equally Financial performance measures for stand-alone SLT members in H1 2025. weighted to include: H2 2025 were set to equally weighted For the second half of 2025, PCF was Deliver customer and Revenue and adjusted EBITDA targets not applied, resulting in SLT members shareholder value with approved by the Board. Strategic being measured solely by the financial vertical solutions, business objectives for H2 2025 were and strategic objectives results. PCF Transform the business established for the combined entity, will be implemented for all SLT with relentless focus on equally weighted to include: members in 2026. operational excellence, Deliver customer and shareholder Build and scale a multi- value with vertical solutions, Long-Term Incentive (LTI) orbit network, Transform the business with relentless The LTI is regulated by the Equity Develop a best-in-class focus on operational excellence, Based Compensation Plan (EBCP). SES team that drives Build and scale a multi-orbit network, a responsible company, Develop a best-in-class SES team The objective of the EBCP is to Successful SES and that drives a responsible company, enhance the competitiveness of the Intelsat integration. Successful SES and Intelsat Company and its affiliates in attracting integration. and retaining top global leadership talent, thereby positioning the Company The Performance Contribution as a global employer of choice. Factor is designed to strongly Additionally, the EBCP is designed incentivize individual accountability to ensure that SLT members become in support of organizational results. shareholders, fostering a sense of As such, it represents a transition to ownership and enabling them to benefit a performance-based management from their contributions to increasing system. Cascading from organizational shareholder value. objectives, the PCF metrics are interrelated yet distinct, as each level To this end, the EBCP provides a introduces specificity and sharpens framework for the grant or award of execution focus. The metrics are equity-based incentive compensation articulated as individual goals that in the form of restricted shares and leaders can utilize to translate the performance shares, which shall be Company’s overarching priorities and determined and approved by the outcomes into tactical, measurable Board in its sole discretion, based deliverables that their functions can on recommendations from the directly influence. The framework also Remuneration Committee. SES | Annual Report 2025 | 170
In view of our expanded In view of our expanded presence in As a result of benchmarking efforts, presence in the US and the US and Europe, and the necessity the SLT remuneration packages Europe, our LTI opportunity is to compete for executive talent globally, have been recalibrated to reflect we have reviewed market practices in the scale and complexity of the new fair and reflective of the global both regions to ensure our long-term organization, with a focus on driving nature of our peer group, incentive opportunity and vehicle mix long-term strategic outcomes. LTI striking a balance between the remain competitive. On Target percentages have been attractive, retention-focused adjusted to ensure that all SLT incentives typically offered by It is standard market practice in the members have meaningful participation US companies and the less US to grant LTI awards in the form of and influence in the Company’s dilutive, performance-focused equally split time- and performance- long-term performance, thereby based awards. And while in Europe, supporting sustained shareholder LTI levels prevalent in Europe. the expectation remains that returns. This approach considers the Specifically, the benchmarking awards are predominantly based on impact of US compensation practices, exercise we undertook against performance, we recognize a growing acknowledging the differences in the global executive peer trend towards including a portion market expectations and reward group showed that over 50% of awards linked solely to service. structures between the US and Europe of our peers use a combination Specifically, the benchmarking exercise to ensure competitiveness and internal of LTI vehicles. we undertook against the global equity across the integrated leadership executive peer group showed that over team. SLT On Target LTI grants now 50% of our peers use a combination range from 110% of YBS, up to 150% of LTI vehicles. Among the most of YBS, with a mix of 25% RSUs and prevalent combination of vehicles used 75% PSUs. by more than 30% of our peers, the average distribution was approximately For consistency with peers, the 40% RSUs and 60% PSUs, with US CEO LTI On Target percentage has companies showing a more balanced been adjusted as well, however the approach, while European companies prevalence of performance shares is relying more heavily on PSUs. higher, with breakdown as follows: 120% of YBS, with a mix of 25% In this context, we believe that our RSUs and 75% PSUs, granted with current vehicle mix of 25% RSUs and the annual corporate grant cycle, 75% PSUs is well-balanced and aligns harmonizing performance metrics with the prevailing practices observed across all recipients; among our global peers. This strategy 230% of YBS as 100% PSUs, allows us to provide competitive granted following year-end annual awards while effectively managing business plan approval, with key overall costs. financial metrics central to SES long-term success. Regarding the overall quantum, our LTI opportunity is fair and With this approach, the CEO reflective of the global nature of our performance-driven equity peer group, striking a balance between compensation is tightly linked to the attractive, retention-focused shareholders value creation, reinforced incentives typically offered by US further with SES Performance Shares companies and the less dilutive, payout tied to synergy execution performance-focused LTI levels and key company financial metrics prevalent in Europe. (EBITDA, Net Debt). SES | Annual Report 2025 | 171
In the 2025 annual The ESG modifier introduced in 2023 The number of restricted shares corporate equity grant has now been removed from the granted is determined by multiplying performance-based LTI. the relevant YBS by the applicable cycle, performance Given the issuance of Executive Order percentage and dividing by the metrics were 14173 (“Ending Illegal Discrimination average of the closing prices of the enhanced to include and Restoring Merit-Based Company’s FDRs over the preceding Opportunity”), which applies to federal 15 days at the Paris stock exchange. a commitment to contracts and grants and requires This is subject to review by the achieving successful contractors to certify that they do not Remuneration Committee for each integration of SES and operate any programs promoting DEI in grant year. Intelsat, through the violation of federal anti-discrimination laws, continuing to maintain a DEI Performance Shares delivery of synergies. metric carries significant risks for SES. Performance shares are FDRs contingent upon the achievement Additionally, the complexity of of performance targets, as set out establishing and accurately measuring in the EBCP or approved by the unified CO2 emission targets and Board based on recommendations outcomes for the newly combined from the Remuneration Committee. organization necessitates the creation Unless otherwise specified by the of a new baseline for CO2 targets, Remuneration Committee, with the aim of implementing these Performance shares will vest on with the 2026 grants. June 1 of the third year following the grant (“Share Vesting Date”), Benchmarking has also revealed that subject to the Participant’s continued ESG and DEI metrics are less prevalent employment with the Company or among SES’s peers, with approximately an Affiliate. 11% using CO2 metrics. In 2025 annual corporate grant cycle, The Board usually approves the performance metrics were enhanced annual grant during its April meeting to include a commitment to achieving based on a recommendation from successful integration of SES and the Remuneration Committee. This Intelsat, through the delivery of year, however, the Board approved synergies, with grant performance the grant awards in July following the measured as follows: completion of the Intelsat acquisition, 50% of performance conditions with vesting aligned to the Company’s objective: Total Shareholder Return regular grant date (June 1, 2028) and (TSR) performance compared enhanced performance criteria related to panel median, maintaining to committed acquisition synergies. unchanged payout conditions as per the ratchet table below; Restricted Shares 50% of performance conditions The Restricted shares are Fully Diluted objective: achieve 260 million EUR Rights (FDRs) granted with the sole in operating and capital expenditure condition that at the time of vesting, run-rate savings by year 3 (70% of the SLT member is employed by the the final target of 370 million EUR Company. The restricted shares vest to be achieved by year 5), with on June 1 of the third year following payout conditions outlined in the the year of the grant. ratchet table below. SES | Annual Report 2025 | 172
The performance-based CEO year- Measurement is based on the end equity grant, linked to SES’s Volume Weighted Average Price. year-end business plan cycle, measures The outcome is reviewed by the performance over three years based on Remuneration Committee prior two equally weighted targets: adjusted to the Share Vesting Date. EBITDA (50%) and Net Debt (50%), as defined in the Board-approved The comparator group is regularly business plan. reviewed by the Remuneration Committee and is determined based The 2025 CEO year-end equity on multiple factors, including company grant is subject to a three-year size, business mix, geographic vesting period, with vesting date distribution, and TSR correlation. December 31, 2028. The vesting value of the grant will be determined The Total Shareholder Return on the date that the Board has (TSR) comparator group comprises confirmation of the audited financial 15 companies balanced across the results for the financial year ended Satellite, Media, and European December 31, 2028 and requires Telecom sectors, as well as other continued employment on the adjacent industries. vesting date. The 2025 comparator group The number of performance shares consists of: granted is determined by multiplying the relevant YBS by the applicable On Target percentage and dividing TSR Comparator Group by the average share price measured Eutelsat Communications S.A. over the preceding 15 days. ViaSat, Inc. Total Shareholder Return (TSR) Telesat Corporation is the retained metric for assessing financial performance. It is measured EchoStar Corporation relative to the median TSR performance ProSiebenSat.1 Media SE of a panel of comparable companies Telefonica SA during the vesting period and possesses the following characteristics: ITV Plc The ending share price is determined RTL Group SA based on the average share price during the three-month period Orange SA preceding the vesting date, BT Group Plc specifically from February 1, 2029, to April 30, 2029, considering only Proximus NV trading days. Millicom International Cellular SA The starting share price is calculated Royal Caribbean Ltd. using the average share price during the three-month period of the grant Gilat Satellite Networks Ltd. year from February 1, 2026, to April Carnival Corporation & Plc 30, 2026, also considering only trading days. SES | Annual Report 2025 | 173
The ratchet tables below show the calculation of each of the performance metrics, whereby: 1. The TSR payout is calculated as follows: Vest 200%·················································,—— Maximum No payout if performance is that below 75% of the panel median. 150% Payout is proportionate between Shares 50% and 100% for performance achievements ranging from Target 100% 75% to 100%. Payout is proportionate between Performance 100% and 200% for performance of 50% Threshold achievements ranging from 100% to 150%. Payout is capped at 200% for Proportion 0% performance exceeding 150% 0% 25% 50% 75% 100% 125% 150% 175% of the panel median. TSR Achievement SES has set the threshold performance 50% to 80% of the award. By aligning at 75% of the median peer its threshold vesting with the lower performance, with 50% of the award vesting range observed across its vesting for achieving this performance. peers, SES ensures that variable Peer data indicates that TSR threshold compensation is delivered only for performance is typically set between performance that is stretching, the lower quartile and the median thereby supporting shareholder of a comparator group, with value creation and adherence to associated payouts ranging from industry best practices. 2. The Synergy Target payout is Maximum calculated as follows: Vest 200% No payout if performance is that below 90% of target. 150% Payout is proportionate between Shares 50% and 100% for performance achievements ranging from 90% Target to 100%. 100% Payout is proportionate between Performance 100% and 200% for performance of 50% Threshold achievements ranging from 100% to 150%. Payout at 200% (cap) if Proportion 0% performance is above 150%. 0% 25% 50% 75% 100% 125% 150% 175% Synergies Achievement SES | Annual Report 2025 | 174
3. For CEO LTIs, the adjusted EBITDA and Net Debt Targets Vest 150% Maximum payout is calculated as follows: that 125% No payout if performance is below 80% of target. Shares 100% Target Payout is proportionate between 50% and 100% for performance 75% achievements ranging from 80% to 100%. Performance 50% Threshold Payout is proportionate between of 100% and 150% for performance 25% achievements ranging from 100% to 130%. Proportion 0% Payout at 150% (cap) if 0% 25% 50% 75% 100% 125% 150% 175% performance is above 130%. Target Achievement (adjusted EBITDA, Net Debt) Outcomes will be reported in the annual Health check-ups: remuneration report. Regular health check-ups are provided. Benefits Business travel health insurance: The following key benefits are offered Comprehensive international to SLT members in line with local health insurance is available for all practices: business travel, with an additional Pensions and health care plans: complimentary policy for the CEO. In Luxembourg, pension contributions Death and disability insurances: are 7% for the portion of salary up Coverage for death and disability to the Social Security Ceiling (SSC) is included. and 19% for the portion exceeding Long-term sick leave: the SSC. The complementary Provision for long-term sick leave pension scheme operates as a is available if statutory local defined contribution plan. In the US, coverage is inferior. restoration plans provide retirement Car allowances: benefits that supplement the tax- Car allowances are provided. qualified, defined contribution pension account defined in Additionally, several SLT members subsection 401(k) of the United receive tax support, temporary States Internal Revenue Code. housing assistance during relocation, In the UK, the pension contribution and reimbursement of education is set at 12% of the YBS. fees for dependent children. SES | Annual Report 2025 | 175
Employment, Resignation and Termination Periodic Review SLT members are employed on a apply to members departing the permanent basis, with employment Company due to death, disability, This Policy will be reviewed contracts in accordance with local or retirement. These members will regularly, at a minimum every regulations: benefit from an immediate vesting three years. Three SLT members hold of all unvested equity. employment contracts with an The Remuneration Committee American subsidiary of SES. Both the Company and the SLT is responsible for advising One SLT member holds an member may terminate the the Board on any specific employment contract with employment contract with a notice amendment suggestions to a British subsidiary of SES. period of six months. this Policy. The final version, All other SLT members have which will be presented employment contracts with SES All SLT members are entitled to up to shareholders, will be or with a Luxembourg subsidiary to one year of YBS in the case of approved by the Board. of the Company. termination without cause by the Company, or termination with cause by In accordance with the In the event of resignation or the SLT member, provided they comply Shareholder Rights Law termination, any unvested portion of with the equivalent restricted period of August 1, 2019, the outstanding stock options, restricted for non-compete and non-solicitation. SES Board adopted a shares, and performance shares will This indemnity includes any applicable Remuneration Policy that be immediately forfeited. Exceptions statutory severance payment. was formally submitted to shareholders at the AGM SLT Members’ Share Ownership Program on April 3, 2025 and supported by 95.36% This program is designed to shares and/or FDRs. Over a four- approval votes. ensure that SLT members become year period, with equal annual shareholders in the Company, investments, SLT members must Adherence to the fostering a sense of ownership individually hold an amount equal Shareholder Rights Law and a commitment to creating to their YBS or twice the YBS for the is made on a voluntary shareholder value. CEO. For the purpose of assessing and complementary compliance with share ownership basis and deviations to SLT members have an obligation to requirements, unvested restricted the Remuneration Policy invest in SES equity via registered shares are included. may occur in exceptional circumstances upon decision Shareholder Vote & Disclosure of the SES Board. An updated Remuneration The Policy will be submitted to the a revised policy for approval at Policy, with the shareholders at least once every the subsequent general meeting. accompanying remuneration three years or sooner if there are report below, will be material changes. Following the vote, this Policy, along presented to the Board with the date and results of the prior to its submission to While the shareholder vote at the vote, will be made available on the the shareholders at the AGM is advisory, should the AGM Company’s website, where it will annual meeting. reject the proposed remuneration remain publicly accessible free of policy, the Company will present charge for as long as it is applicable. SES | Annual Report 2025 | 176
Remuneration Report Directors’ Remuneration The composition In 2025, the Annual General Meeting Total payments to directors for of shareholders approved the attendance at board and committee of the committees, remuneration for the Members of the meetings amounted to EUR 1 million chairs, and members: Board of Directors through a resolution (2024: EUR 1 million), 2023: 1.2 million). submitted by the Board of Directors. These payments are computed on a fixed and variable basis; the variable Remuneration Committee: The shareholders voted to maintain the part being based upon attendance Françoise Thoma, Chair directors’ fees at the previous year’s at board and committee meetings. Frank Esser level with a majority of 92.62. Directors’ Anne-Catherine Ries fees have not risen since 2008, with the The total net remuneration expenses for Ramu Potarazu (until February 25, 2025) exception of the fees paid to the Chair the members of the Board of Directors Ellen Lord and members of the Audit and Risk for the year 2025 (net of Luxembourg Peter van Bommel Committee, which were increased in withholding tax) amounted to Katrin Wehr-Seiter 2015 in accordance with best practices. €831,826. 67. €518,266.67 represented the fixed portion of the Board fees, with Each director received a fixed fee of the remaining €298,560 categorized €40,000 per year, each Vice Chair as variable fees. The gross overall Audit and Risk Committee: received an annual fixed fee of figure (including withholding taxes) Peter van Bommel €48,000, and the Chair received a fee for 2025 was €1,039,783.33, (independent), Chair of €100,000 per year. Directors chairing compared to a gross remuneration Fabienne Bozet (independent) any of the committees established by of €1,208,500 in 2024. The 2025 Carlo Fassbinder the Board, excluding the Chair of the remuneration encompasses fees for Françoise Thoma Joseph C. Cohen (independent) Board of Directors, received additional eight Board meetings and the meetings Kaj-Erik Relander (independent) remuneration of €8,000 per year. of the Board Committees referenced in (until September 19, 2025) The director chairing the Audit and the table below. The amounts reflect Katrin Wehr-Seiter Risk Committee received additional the Board fees expensed during the (independent) remuneration of €9,600 per year. year 2025. Attendance fees for each Board or During 2025, the Board and the Nomination Committee: Board Committee meeting were set Committees of the Board were at €1,600, except for meetings of the composed as follows: Anne-Catherine Ries, Chair Frank Esser, Chair Audit and Risk Committee, for which Frank Esser (independent) directors received €1,920 per meeting. Anne-Catherine Ries, Vice-Chair Kaj-Erik Relander (independent) (until September 19, 2025) Attendance fees for specific project Peter van Bommel, Vice-Chair John Shaw (independent) taskforce meetings established by the Fabienne Bozet Jacques Thill Board of Directors were also €1,600 Françoise Thoma (until December 31, 2025) per meeting. Beginning in 2023, Katrin Wehr-Seiter directors are entitled to receive Carlo Fassbinder attendance fees for each meeting, Ellen Lord even when multiple meetings occur John Shaw on the same day. Specific remuneration Joe Cohen of €15,000 per year for out-of Europe Ramu Potarazu resident directors was introduced (until February 25, 2025) in 2025 to compensate for the Kaj-Erik Relander increased costs and time invested (until September 19, 2025) in travelling to the board meetings. Jacques Thill All fees are net of any Luxembourg (until December 31, 2025) withholding taxes. SES | Annual Report 2025 | 177
The detailed overview of the individual remunerations expensed in 2025 and 2024 to each Director is provided as follows: 2025 (for Meetings Q1 2025 to Q4 2025) in EUR Directors Remuneration Attendance Fees Taxes Total Frank Esser (Chair) 100,000 38,400 34,600 173,000 Anne-Catherine Ries (Vice-Chair) 56,000 36,800 23,200 116,000 Peter van Bommel (Vice-Chair) 57,600 33,280 22,720 113,600 Fabienne Bozet 40,000 20,480 15,120 75,600 Ellen Lord 30,000 28,850 14,713 73,563 Carlo Fassbinder 40,000 20,480 15,120 75,600 Ramu Potarazu 6,667 4,800 2,867 14,333 Kaj-Erik Relander 29,457 19,840 12,324 61,621 John Shaw 30,000 28,850 14,713 73,563 Joseph C. Cohen 10,543 5,120 3,916 19,579 Jacques Thill 40,000 25,600 16,400 82,000 Françoise Thoma 48,000 33,280 20,320 101,600 Katrin Wehr-Seiter 40,000 33,280 18,320 91,600 Total 528,267 329,060 214,332 1,071,658 2024 (for Meetings Q1 2024 to Q4 2024) in EUR Directors Remuneration Attendance Fees Taxes Total Frank Esser (Chair) 100,000 36,800 34,200 171,000 Anne-Catherine Ries (Vice-Chair) 56,000 35,200 22,800 114,000 Peter van Bommel (Vice-Chair) 57,600 36,800 23,600 118,000 Fabienne Bozet 40,000 28,800 17,200 86,000 Jennifer Byrne 30,000 24,000 13,500 67,500 Carlo Fassbinder 40,000 27,200 16,800 84,000 Ramu Potarazu 40,000 110,400 37,600 188,000 Kaj-Erik Relander 40,000 35,200 18,800 94,000 Jacques Thill 40,000 28,800 17,200 86,000 Françoise Thoma 48,000 35,200 20,800 104,000 Katrin Wehr-Seiter 40,000 36,800 19,200 96,000 Total 531,600 435,200 241,700 1,208,500 SES | Annual Report 2025 | 178
The remuneration of the SLT members Remuneration of the Members of the SLT comprises two major components: Compensation package composed The remuneration of the members The total remuneration of the CEO, of the yearly base salary, short of the SLT is determined by the CFO, COEO, CPIO and other SLT term incentives (STI), and long-term Board and is based on members follows the principles incentives (LTI); as well as Benefits package which is aligned recommendations from the set out in the Remuneration policy with local and market practices. Remuneration Committee. and is provided in the table: 2025 Remuneration Yearly Base Annual STI LTI Pension Other Benefits Total (in EUR) Salary1 (Bonus) (Equity)2 Expenses and Payments3 Chief Executive Officer 1,169,167 883,420 1,383,609 199,508 62,654 3,698,357 Chief Financial Officer4 267,878 156,905 - 3,787 22,107 450,677 Chief Operations & 190,939 25,616 - 294 46,117 262,966 Engineering5 Chief Product and 382,908 245,585 38,397 50,358 62,386 779,633 Innovation Officer Other SLT Members6 1,698,054 659,499 36,950 129,647 341,034 2,865,184 Total SLT 3,708,946 1,971,025 1,458,956 383,594 534,297 8,056,818 1. Yearly base salary of other (than CEO, CFO, CO&E and CPIO) Senior Leadership Team members ranges from 302,128 EUR to 446,809 EUR with an average at 376,407 EUR 2. Number of shares granted in 2022 and vesting in 2025 multiplied by prevailing share price at vesting date. The vesting of Performance Shares was subject to the achievement of the Total Shareholder Return (“TSR”) 2a. The CEO’s LTI amount reflects the payout associated with the buy-out of his previous employer’s LTI and Share Matching Plan. 3. Other benefits and payments include health care plans, death and disability insurance, car allowances and other payments 4. Chief Financial Officer as of June 16, 2025 (date of appointment to SES SLT) 5. Chief Operations & Engineering Officer as of July 17, 2025 (date of appointment to the SLT) 6. Chief Legal Officer, President—Media Vertical , President—Fixed and Maritime Vertical, President – Aero Vertical as of July 17, 2025 (date of appointment to the SLT) 7. Additional 0.93M EUR was paid to cover taxes resulted from vesting of Intelsat equity at close for appointed SLT members, where applicable. 8. Additional gross amounts paid to SES SLT members with mandates ending in 2025: 2.2M EUR YBS and auxiliary payments, 0.3M EUR vested LTI, 1M EUR STI 2025 and 2.6M EUR settlement as per contractual terms & conditions. 2024 Remunerations Yearly Base Annual STI LTI Pension Other Benefits Total (in EUR) Salary1 (Bonus) (Equity)2 Expenses and Payments3 Chief Executive Officer (4) 1,091,750 1,300,744 1,782,096 188,922 860,430 5,223,942 Chief Financial Officer 476,323 457,607 218,155 71,991 23,258 1,247,334 Chief Legal Officer 353,430 339,543 129,540 18,622 25,118 866,253 Chief Commercial Officer 459,006 448,497 188,886 19,925 44,966 1,161,279 Chief Product and 273,750 263,473 - 33,305 37,628 608,156 Innovation Officer Other SLT Members (5) 555,997 292,566 77,373 26,325 437,278 1,389,539 Total SLT 3,210,256 3,102,430 2,396,050 359,089 1,428,678 10,496,503 1. Yearly base salary of other (than CEO, CFO, CLO, CCO and CPIO) Executive Team Members ranges from 275,000 EUR to 361,803 EUR with an average at 326,844 EUR 2. Number of shares granted in 2021 and vesting in 2024 multiplied by prevailing share price at vesting date. The vesting of Performance Shares was subject to the achievement of the Total Shareholder Return (“TSR”) 2a. The CEO’s LTI amount reflects the payout associated with the buy-out of his previous employer’s LTI and Share Matching Plan. 3. Other benefits and payments include health care plans, death and disability insurance, car allowances and other payments 4. Adel Al-Saleh 11 months remuneration (as of 01.02.2024 ) and Ruy Pinto as interim CEO (end date 31.01.2024) 5. Chief People Officer (Veronika Ivanovic as of 01/09/2024), Interim CTO (Milton TORRES FILHO) and Chief Transformation Officer (Fabien Loeffler as of 01/09/2024) SES | Annual Report 2025 | 179
The average to highest compensation Short-Term Incentive (STI) ratio (comprising yearly base salary The primary objective of the annual and short term incentive at target) bonus plan for the CEO and other for all employees at the level of SES SLT members is to establish a S.A. is 1:17, which remains below performance based reward scheme market benchmarks and ratios that that links annual variable can be observed in CAC 40 or FTSE compensation to (i) the Company’s 100 companies. financial results (70%), (ii) its performance against specific Yearly Base Salary (YBS) business objectives (30%), and Yearly base salary is subject (iii) the individual performance of to an annual review by the SLT members against contribution Remuneration Committee. metrics set by the Board for each performance year (as multiplier). For new appointments, base salaries The plan ensures alignment and focus are measured against external towards the Company’s financial benchmarks, taking into account performance commitments and the qualifications and experience core objectives, while underscoring required, as well as the employment individual accountability as essential conditions at the time of the offer. to organizational success. H1 Financial Performance Component of annual Short-Term Incentive (Bonus) Annual Metric¹ Target Actuals Achievement Pay-out per Weighting Pay-out Bonus in M EUR in M EUR in % metric Revenue 965.0 977.7 101.0% 105.0% 40% Financial Adjusted 489.3 521.1 106.0% 140.0% 40% Performance EBITDA² 128.0% (70%) Net Operating 406.0 480.0 118.0% 150.0% 20% Cash Flow H2 Financial Performance Component of annual Short-Term Incentive (Bonus) Annual Metric¹ Target Actuals Achievement Pay-out per Weighting Pay-out Bonus in M EUR in M EUR in % metric Financial Revenue 2,043.0 1,718.0 83.90% 0.0% 50% Performance Adjusted 942.0 712.0 75.58% 0.0% 50% 0% (70%) EBITDA² 1. Based on reported EUR/USD FX 2. Adjusted EBITDA excludes material exceptional items, such as certain M&A expenses, Restructuring costs, etc. SES | Annual Report 2025 | 180
For confidentiality purposes, with each objective weighted the achievement of business between 20% and 30%. objectives is reported in aggregate, H1 SBO Performance Objective Objective Achieved Weighted Weighting Achievement Deliver compelling value in selected vertical markets 20% 94% 18.84% Relentless focus on customer experience 20% 102% 20.33% Build & Scale a multi orbit network 20% 84% 16.80% Develop a best-in-class SES team that drives a responsible company 20% 100% 20.00% Successful Intelsat Integration 20% 123% 24.67% Total 100% Σ = 100.64% H2 SBO Performance Objective Objective Achievement Weighted Weighting Achievement Successful SES and Intelsat Integration 20% 106% 21.22% Deliver customer and shareholder value with vertical solutions 20% 90% 17.98% Transform the business with relentless focus on operational excellence 20% 108% 21.53% Build & Scale a multi orbit network 20% 102% 20.44% Develop a best-in-class SES team that drives a responsible company 20% 96% 19.14% Total 100% Σ = 100.33% The main achievements Successful SES and Intelsat customers and contracts, and in 2025 contributing to Integration delivered revenue and profitability Successfully closed the deal mid- performance by leveraging combined the % overall pay-out 2025, completing regulatory and capabilities across each vertical. were as follows: compliance milestones; implemented Transform the business the new operating model and with relentless focus on surpassed synergy targets while operational excellence ensuring transition to the end-state Delivered major operational-roadmap is on track. excellence gains by sharply reducing Deliver customer and shareholder Major Incidents and impact duration, value with vertical solutions achieving industry-leading network Launched key products and availability, accelerating service partnerships, secured strategic activation, and driving process SES | Annual Report 2025 | 181
The annual bonus plan and efficiency improvements embedding the new culture and ensures alignment leveraging AI. values across the newly combined Build and scale a multi- organization, improving employee and focus towards orbit network engagement, and achieving the Company’s Expanded and strengthened the significant Co2-reduction progress. financial performance multi-orbit network by increasing mPOWER capacity and delivering The SES Board has confirmed commitments and services on time, advancing IRIS2 a total SLT bonus payout for 2025 core objectives, and future-MEO groundwork, of €2 million, which will be distributed while underscoring completing upstream verticalization among SLT members. This annual individual accountability set-up milestones, securing bonus pertains to the performance diversification pathways, and year 2025 and is scheduled for as essential to progressing additional C-band disbursement in March 2026. organizational success. spectrum clearing in the US. Develop a best-in-class SES team The following table provides an that drives a responsible Company overview of the 2025 annual bonuses Strengthened people and for the CEO, CFO, COEO, CPIO, and sustainability foundations by other SLT members: STI Senior Leadership Team Expense Annual STI (Bonus) 2025 Bonus at target Bonus at target Percentage Bonus Bonus amount/ performance year in EUR (Abs.) (% of Base Salary) achievement1 Amount2 Target Chief Executive Officer 1,178,750 100% 74.9% 883,420 74.9% - Financial Performance (70%) 825,125 64.0% 528,080 64.0% - Business Objectives (30%) 353,625 100.5% 355,340 100.5% Chief Financial Officer3 209,359 80% 74.9% 156,905 74.9% - Financial Performance (70%) 146,551 64.0% 93,793 64.0% - Business Objectives (30%) 62,808 100.5% 63,112 100.5% Chief Operations & Engineering 85,106 80% 30.1% 25,616 30.1% - Financial Performance (70%) 59,574 0.0% 0.0% - Business Objectives (30%) 25,532 100.3% 25,616 100.3% Chief Product and Innovation Officer 308,828 80% 79.5% 245,585 79.5% - Financial Performance (70%) 216,179 69.6% 150,529 69.6% - Business Objectives (30%) 92,648 102.6% 95,055 102.6% Other SLT Members2 1,151,722 [80-100]% 57.3% 659,499 57.3% - Financial Performance (70%) 806,205 38.7% 311,810 38.7% - Business Objectives (30%) 345,516 100.6% 347,689 100.6% 1. Achievement against Financial Performance metrics amounts to 128.00% for H1 and 0.00% for H2. Achievement against Business Objectives is 100.64% for H1 and 100.33% for H2 2. The pre-close bonus amount of 1.1M EUR has already been communicated in line with Intelsat’s pre-close commitment. Only post-close bonus amount included here, which drives the lower % achievement (57.3%) for aggregated Other SLT Members. 3. Bonus pro-rated from 16th June 2025, the date appointed as CFO SES | Annual Report 2025 | 182
Long-Term Incentive (LTI) performance of the panel of The third component of the comparable companies. This resulted compensation package pertains to the in a 50% vesting of the performance equity granted by the Company. This shares granted in 2022. plan, overseen by the Remuneration Committee, allows for the granting In 2025, the members of the SLT were of restricted shares and performance awarded a total of 360,468 Restricted shares. The 2025 SLT grants Shares as part of the Company’s were allocated according to the long-term incentive plan, along with Remuneration Policy. 1,224,713 Performance Shares. The table below provides a detailed For the 2025 vesting of Performance overview of the 2025 equity grants Shares, SES achieved a Total and vesting, as well as the current total Shareholder Return of -15.7% shareholdings for the CEO, CFO, COEO, compared to the 5% median CPIO, and other SLT members. Long Term Incentive Plan Equity Vesting Registered shares and FDR’s - - 2025 Equity Grant in 2025 December 31, 2025 Components Grant Vesting Units Grant Units Year Year² granted Year vested Stock Options - 210,000 Chief Executive Performance Shares 2025 2028 693,279 - Officer¹ Restricted Shares 2025 2028 63,024 - Chief Stock Options - Financial Performance Shares 2025 2028 45,474 - Officer3 Restricted Shares 2025 2028 135,458 - Stock Options - Chief Operations & Performance Shares 2025 2028 88,411 - Engineering Restricted Shares 2025 2028 29,470 - Chief Stock Options 2022 51,252 7,625 Product and Performance Shares 2025 2028 69,506 2022 4,575 Innovation Officer Restricted Shares 2025 2028 23,169 2022 3,050 Stock Options 2022 50,160 68,634 Other SLT Performance Shares 2025 2028 328,043 2022 4,478 Members Restricted Shares 2025 2028 109,347 2022 2,985 1. CEO received an additional performance equity grant of 230% of YBS . Please refer to the remuneration policy for more details 2. CFO received an additional sign-on restricted equity grant in lieu of forfeiting her equity grant with previous employer 3. Performance and Restricted Shares: vesting on the third year following the year of the grant 4. Stock Options: last grant was in 2022. All Stock option grants are now fully vested 5. Registered Shares and FDR’s: Privately owned SES shares SES | Annual Report 2025 | 183
Long Term Incentive Plan Equity Vesting Registered shares and - 2024 Equity Grant in 2024 FDR’s—December 31, 2024 Components Grant Vesting Units Grant Year Units Year Year² granted vested Stock Options 2020 to 2021 210,000 Chief Executive Performance Shares 2024 2027 341,472 2021 Officer¹ Restricted Shares 2024 2027 113,824 2021 Chief Stock Options 2020 to 2021 151,451 89,482 Financial Performance Shares 2024 2027 48,324 2021 34,308 Officer Restricted Shares 2024 2027 16,108 2021 7,624 Stock Options 2020 to 2021 88,569 76,693 Chief Legal Performance Shares 2024 2027 35,856 2021 20,372 Officer Restricted Shares 2024 2027 11,952 2021 4,527 Stock Options 2020 to 2021 136,623 90,767 Chief Commercial Performance Shares 2024 2027 45,450 2021 29,705 Officer Restricted Shares 2024 2027 15,150 2021 6,601 Chief Stock Options 2020 to 2021 0 Product and Performance Shares 2024 2027 33,594 2021 Innovation Officer Restricted Shares 2024 2027 11,198 2021 Other Stock Options 2020 to 2021 56,691 5,220 3 Executive Performance Shares 2024 2027 37,243 2021 12,168 Team Members Restricted Shares 2024 2027 12,414 2021 2,704 1. CEO received a one-time additional equity grant of 120% of YBS as a buy-out of his previous employer’s 2023 LTE and Share Matching Plan 2a. Stock Options: for grants prior to 2021, vesting period over four years with a yearly vesting of 25% on 1 January of each year following the grant. Cliff vesting of three years from 2021 grant year onward 2b. Performance and Restricted Shares: vesting on 1 June of the third year following the year of the grant 3. Shares and FDR’s predate an appointment as “person discharging managerial responsibilities” in accordance with the Market Abuse Regulation When exercising their vested stock Benefits package options and shares, SLT members must Benefits provided to SLT members adhere to the SES Dealing Code, which align with local and market practices includes obtaining prior authorization and include pension plans, healthcare from the Deputy Corporate Secretary coverage, death and disability and/or Chief Financial Officer and insurance, sick-leave complimentary submitting selling orders outside of a coverage, car allowances, and closed period. additional compensation. Please refer to management disclosures on the SES website. SES | Annual Report 2025 | 184
Annual General Meeting
| 18 | Appointment of the auditor for the year 2026 and determination of its remuneration |
Draft resolution
The Board of Directors proposes to re-appoint PricewaterhouseCoopers Assurance (‘PwC’) as external auditor for the year 2026 and to approve a budget of EUR 7.0 million for the external auditor’s fees, subject to the finalization of audit scoping due to the Intelsat acquisition or significant changes in business processes, as recommended by the Audit and Risk Committee at its meeting on 26 February 2026.
| SES, société anonyme, Château de Betzdorf, L-6815 Betzdorf | Annual General Meeting | 2 April 2026 |
Annual General Meeting
| 19 | Resolution on Company acquiring its own FDRs and/or own A-, or B-shares |
Draft resolution
The Meeting authorizes the Board of Directors, with full power of delegation to the Executive Committee, to purchase A-shares, FDRs and B-shares up to a maximum of 10% of the total issued share capital, or to have them purchased by other companies of the Group in accordance with the provisions of the law of 10 August 1915, as amended, on commercial companies (the “Companies’ Act”). The purchase price of the A-shares/FDRs shall not be lower than the accounting par value or higher than 110% of the A-shares/FDRs average closing price according to the listing on the Euronext Paris stock exchange during the five trading days preceding the purchase date. The purchase price of B-shares shall be equivalent to 40% of the weighted average market price of the A-shares/FDRs purchased.
Any shares repurchased by the Company may be used for any legitimate purpose as the Board deems advisable.
The authorization is valid for the longer of (a) a period of eighteen months from the date of this resolution or (b) the duration of such further period beyond those eighteen months for which it is renewed or extended by the Meeting.
The Company will need to conform to the principle of equal treatment of shareholders within each class of shares.
All powers are granted to each member of Board of Directors, with full power of delegation to the Executive Committee, to execute the present authorization.
| SES, société anonyme, Château de Betzdorf, L-6815 Betzdorf | Annual General Meeting | 2 April 2026 |
Annual General Meeting
| 20 | Miscellaneous |
| SES, société anonyme, Château de Betzdorf, L-6815 Betzdorf | Annual General Meeting | 2 April 2026 |