SES Launches Cash Tender Offer

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN, OR AT ANY ADDRESS IN, THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF COLUMBIA (THE UNITED STATES) OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION S OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT)) OR IN OR INTO ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT (SEE OFFER AND DISTRIBUTION RESTRICTIONS BELOW).

Luxembourg.

SES (the Offeror ) announces today that it is inviting holders of its outstanding 500,000,000 0.875 per cent. Guaranteed Notes due 4 November 2027 (ISIN: XS2075811781) (the Notes ) unconditionally and irrevocably guaranteed by SES Americom, Inc. and issued under the 4,000,000,000 Euro Medium Term Note Programme, which was subsequently upsized to 5,500,000,000 on 2 September 2024, of the Offeror and SES Americom, Inc. (the Programme ), to tender their Notes for purchase by the Offeror for cash up to the Maximum Acceptance Amount (as defined below) subject to the satisfaction (or waiver) of the New Issue Condition (such invitation, the Offer ).

The Offer is being made by the Offeror upon the terms and subject to the conditions contained in the tender offer memorandum dated 28 September 2026 (the Tender Offer Memorandum ) prepared by the Offeror in connection with the Offer, and is subject to the offer restrictions set out below and as more fully described in the Tender Offer Memorandum. Capitalised terms used but not otherwise defined in this announcement shall have the meanings given to them in the Tender Offer Memorandum.

Noteholders are advised to read carefully the Tender Offer Memorandum for full details of, and information on the procedures for participating in, the Offer.

Summary

A summary of certain key terms relevant to the Offer appears below:

Description of the Notes ISIN / Common Code Outstanding Principal Amount Purchase Price Purchase Spread Maximum Acceptance Amount

500,000,000 0.875 per cent. Guaranteed Notes due 4 November 2027 XS2075811781 / 207581178 500,000,000 To be determined as set out herein by reference to the Purchase Spread and the Interpolated Mid-Swap Rate 20 bps The Maximum Acceptance Amount, being an aggregate principal amount of Notes that will be no greater than (i) the aggregate principal amount of the New Notes (as defined herein) less (ii) 100,000,000, subject to the right of the Offeror in its sole and absolute discretion to accept more or less than such amount, and to be announced as soon as reasonably practicable after the pricing of the New Notes

Rationale

The purpose of the Offer and the intended issue of New Notes is, among other things, to proactively manage the Offeror's debt maturity profile. The Offer also provides Noteholders with the opportunity to sell their Notes and to receive, at the sole and absolute discretion of the Offeror, priority in the allocation of the New Notes, subject to the New Issue Condition and the selling restrictions that are contained in the Prospectus relating to the New Notes. See Allocation of the New Notes below. Notes repurchased by the Offeror pursuant to the Offer will be cancelled following the Settlement Date.

Purchase Price and Accrued Interest Payments

The Offeror will, on the Settlement Date, pay for Notes validly tendered and accepted by it for purchase pursuant to the Offer, a purchase price (the Purchase Price ) to be determined at or around 1:00 p.m. (CEST) on 5 October 2026 (subject to the right of the Offeror to amend such time and date in its sole discretion and without prior notice to Noteholders) (such time and date, the Pricing Time ) in the manner described in the Tender Offer Memorandum by reference to the sum (such sum, the Purchase Yield ), which shall equal the sum of (i) the Purchase Spread and (ii) the Interpolated Mid-Swap Rate.

The Purchase Price will be determined by the Offeror, after consultation with the Dealer Managers, in accordance with market convention and expressed as a percentage of the principal amount of the Notes (and rounded to the nearest 0.001 per cent., with 0.0005 per cent. rounded upwards), and is intended to reflect a yield to maturity of the Notes (being 4 November 2027) on the Settlement Date based on the Purchase Yield.

Specifically, the Purchase Price will equal (a) the value of all remaining payments of principal and interest on the Notes up to and including the scheduled maturity date of the Notes (being 4 November 2027), discounted to the Settlement Date at a discount rate equal to the Purchase Yield less (b) Accrued Interest in respect of the Notes.

The Offeror will also pay an Accrued Interest Payment in respect of Notes accepted for purchase by it pursuant to the Offer.

In the event of any dispute or controversy regarding the Accrued Interest, the determination of the Offeror shall be conclusive and binding, absent any manifest error.

Total Amount Payable to Noteholders

If the Offeror decides to accept valid tenders of Notes pursuant to the Offer and the New Issue Condition is satisfied (or waived), the total amount that will be paid on the Settlement Date to each Noteholder that has so tendered its Notes will be the cash amount (rounded to the nearest 0.01, with half a cent rounded upwards) equal to the sum of:

a) the product of (i) the aggregate principal amount of the Notes validly tendered and accepted for purchase from such Noteholder pursuant to the

LINK:	https://www.ses.com/press-release/ses-launches-cash-tender-offer...
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