Annual General Meeting is scheduled for 3 April 2025 Board of Director Nominees Ellen Lord and John Shaw to provide critical expertise and U.S. perspective
Board of Directors unanimously decides to reduce Its size and change Its composition
Company reiterates Its strategy and opportunities to deliver long-term shareholder value
Board of Directors unanimously supports the Non-binding Agenda Item received from Atlas
Luxembourg, 14 March 2025 - SES S.A. ( SES or the Company ) today issued the following statements in relation to the Company's upcoming Annual General Meeting ( AGM ), taking place on 3 April 2025:
Proposed Additions to SES's Board of Directors
The Company is pleased to propose the addition of two new members, Ellen Lord and John Shaw, to its Board of Directors.
Ellen Lord is the former Under Secretary of Defense for Acquisition and Sustainment of the United States Department of Defense and has board experience with listed and non-listed companies, including Voyager Space Holdings Inc., National Defense Industrial Association and Defense Technology Initiative.
John Shaw is a former Deputy Commander of the U.S. Space Force and first Commander of the USSF Space Operations Command and Combined Forces Space Component Command.
The Company believes that adding the unique and valuable experience and skillsets of Ellen and John to its Board, both of whom bring direct experience in U.S. Department of Defense and U.S. Space Force and a wealth of experience in the U.S. market, will have significant benefits for the Company. The Board is confident that Ellen and John will contribute to the Company's success as the market continues to evolve.
Ahead of this year's AGM, SES thoroughly reviewed its board composition to ensure the right balance of skills and experience are present to meet the evolving landscape of the satellite industry. Throughout this review, the Board recognised the need to enhance its collective expertise by appointing individuals with a deep-rooted understanding of the U.S. market and the space economy evolution to help position the Company to effectively navigate this rapidly changing landscape.
As part of the Company's commitment to maintaining a strong and effective board, the Company, with help from the Nomination Committee, initiated a search process aimed at identifying well-qualified and suitable candidates to enhance the overall skillset and experience of the Board to better align with the Company's strategic direction. Through this careful process the Company identified Ellen and John as excellent candidates to join its Board of Directors, and the Board unanimously recommends that shareholders vote in favour of the Company's proposed Agenda Item to approve their appointments. The appointment of John is subject to final clearance.
As highlighted in the Company's Full Year 2024 results release on 26 February 2025, the Board expects to review its composition regularly and make necessary adjustments, including evaluating the tenure of existing Board members, to ensure it remains highly effective and strategically positioned for future growth.
Taking into account views expressed by shareholders to the Company, the Board has unanimously decided to reduce its size to 9 members, including adding further capital markets experience to the Board, prior to or at the Company's 2026 AGM, in a process led by the Nomination Committee to commence immediately. Until such changes take effect, the Company proposes to maintain its current board size of 11 members.
Non-binding agenda item received from Atlas
The Company notes that it has received the non-binding agenda item from Atlas Infrastructure Partners ( Atlas ) set out in the Appendix to this announcement for reference, which the Company intends to include in the updated agenda for its forthcoming AGM.
SES appreciates the constructive engagement from Atlas around the Company's previously announced position relating to shareholder remuneration as set out in the Company's Full Year 2024 results release on 26 February 2025, and is supportive of Atlas' proposed agenda item. The Board unanimously recommends that shareholders vote in favour of Atlas' proposed agenda item.
Response to Appaloosa LP's non-binding Agenda Item (Resolution 21) and the non-voting Discussion Items
SES appreciates the perspectives of all our shareholders and their constructive ideas about our business. While the Company is committed to maintaining open and constructive dialogue to deliver long-term shareholder value, the Board believes that Resolution 21 proposed by Appaloosa LP ( Appaloosa ), and Appaloosa's proposals contained in the non-voting Discussion Items, are not in the best interests of the Company and its shareholders and unanimously recommends shareholders vote against Resolution 21.
Paragraph 1 explains why the Board is unanimously recommending that the shareholders vote against Appaloosa's non-binding proposal (Resolution 21). Paragraphs 2 to 5 explain why the Board believes that Appaloosa's proposals set out in Discussion Items 1 to 4 are not in the best interests of the Company and its shareholders.
Appaloosa's non-binding voting Agenda Item (Resolution 21) and Appaloosa's proposals set out in the Discussion Items are set out in the Appendix to this announcement for reference.
1. Company's Current Plans to Return Capital to Shareholders are Aligned with SES's Long-Term Goals (Resolution 21)
Appaloosa has proposed Resolution 21 in the Company's AGM Agenda. The Board unanimously recommends that shareholders vote against Resolution 21.
In summary the Board believes that Resolution 21 is unnecessary and seeks to deny essential flexibility for the Board and management of the Company to manage the affairs and liquidity
