ANNEX A: Standard form for notification of major
holdings
Form to be used for the purposes of
notifying a change in major holdings pursuant to the amended law
and Grand-ducal Regulation of 11 January 2008 on transparency
requirements for issuers (referred to as “the Transparency Law” and
“the Transparency Regulation”)
NOTIFICATION OF MAJOR HOLDINGS (to
be sent to the relevant issuer and to
the CSSF)i
1. Identity of the issuer or the
underlying issuer of existing shares to which voting rights are
attachedii:
SES SA
2. Reason for the notification
(please tick the appropriate box or boxes):
X An acquisition or disposal of
voting rights
An acquisition or
disposal of financial instruments
An event changing the
breakdown of voting rights
Other (please
specify)iii:
3. Details of person subject to the
notification obligationiv:
Name: SOCIETE GENERALE SA PARIS,
FRANCE
City and country of registered office (if
applicable):
4. Full name of shareholder(s) (if
different from 3.)v:
5. Date on which the threshold was
crossed or reachedvi:
06/04/2021
6. Total positions of person(s) subject
to the notification obligation:
% of voting rights attached to
shares (total of 7.A)
% of voting rights through
financial instruments
(total of 7.B.1 + 7.B.2)
Total of both in % (7.A + 7.B)
Total number of voting rights of
issuervii
Resulting situation on the date on which
threshold was crossed or reached
1.97 %
3.39 %
5.36 %
575 186 400
Position of previous notification (if
applicable)
%
%
%
7. Notified details of the resulting
situation on the date on which the threshold was crossed or
reachedviii:
A: Voting rights attached to
shares
Class/type of shares
ISIN code (if possible)
Number of voting rightsix
% of voting rights
Direct
(Art. 8 of the Transparency
Law)
Indirect
(Art. 9 of the Transparency
Law)
Direct
(Art. 8 of the Transparency
Law)
Indirect
(Art. 9 of the Transparency
Law)
ORD SHS LU0088087324
-5 237 757
12 130 000
- 0.91 %
2.11 %
BORROWED SHS LU0088087324
4 425 550
0.77 %
0.00 %
%
%
SUBTOTAL A
(Direct & Indirect)
11 317 793
1.97 %
B 1: Financial Instruments according to
Art. 12(1)(a) of the Transparency Law
Type of financial instrument
Expiration datex
Exercise/ Conversion Periodxi
Number of voting rights that may be
acquired if the instrument is exercised/ converted.
% of voting rights
Please see annex
%
%
%
SUBTOTAL B.1
12 329 780
2.14 %
B 2: Financial Instruments with similar
economic effect according to Art. 12(1)(b) of the Transparency
Law
Type of financial instrument
Expiration datex
Exercise/ Conversion
Periodxi
Physical or cash settlementxii
Number of voting rights
% of voting rights
Please see annex
%
%
%
SUBTOTAL B.2
7 161 040
1.25 %
8. Information in relation to the
person subject to the notification obligation:
(please tick the applicable box)
Person subject to the
notification obligation is not controlled by any natural person or
legal entity and does not control any other undertaking(s) holding
directly or indirectly an interest in the (underlying)
issuer.xiii
X Full chain of controlled undertakings through
which the voting rights and/or the financial instruments are
effectively held starting with the ultimate controlling natural
person or legal entityxiv (please provide a separate
organisational chart in case of a complex structure):
N°
Namexv
% of voting rights held by
ultimate controlling person or entity or held directly by any subsidiary if it equals or
is higher than the notifiable threshold
% of voting rights through
financial instruments held by ultimate controlling person or entity
or held directly by any subsidiary if
it equals or is higher than the
notifiable threshold
Total of both
Directly controlled by (use
number(s) from 1st column)
1
SOCIETE GENERALE SA
-0.14 %
3.19 %
3.05 %
2
SOCIETE GENERALE EFFEKTEN Gmbh
0 %
0.20 %
0.20 %
1
3
SOCIETE GENERALE LUXEMBOURG
2.11 %
0.00 %
2.11 %
1
%
%
%
%
%
%
9. In case of proxy voting:
The proxy holder named
will cease to hold
% and
number of voting rights as of
.
10. Additional
informationxvi:
For your information, the position
referring to section 7.A reported in subtotal is a consolidated
position at the group level, resulting from 2 opposite positions
involving 2 legal entities (intra Société Générale group
operations).
Done at
PARIS, FRANCE
On
16 April, 2021
Notes
i Please note that national forms may vary due to specific
national legislation (Article 3(1a) of Directive 2004/109/EC) as
for instance the applicable thresholds or information regarding
capital holdings.
ii Full name of the legal entity and further specification of
the issuer or underlying issuer, provided it is reliable and
accurate (e.g. address, LEI, domestic number identity).
iii Other reason for the notification could be voluntary
notifications, changes of attribution of the nature of the holding
(e.g. expiring of financial instruments) or acting in concert.
iv This should be the full name of (a) the shareholder; (b) the
natural person or legal entity acquiring, disposing of or
exercising voting rights in the cases provided for in Article 9 (b)
to (h) of the Transparency Law; or (c) the holder of financial
instruments referred to in Article 12(1) of the Transparency
Law.
As the disclosure of cases of acting in concert may vary due to
the specific circumstances (e.g. same or different total positions
of the parties, entering or exiting of acting in concert by a
single party) the standard form does not provide for a specific
method how to notify cases of acting in concert.
In relation to the transactions referred to in points (b) to (h)
of Article 9 of the Transparency Law, the following list is
provided as indication of the persons who should be mentioned:
- in the circumstances foreseen in letter (b)
of Article 9 of that Law, the natural person or legal entity that
acquires the voting rights and is entitled to exercise them under
the agreement and the natural person or legal entity who is
transferring temporarily for consideration the voting rights;
- in the circumstances foreseen in letter (c)
of Article 9 of that Law, the natural person or legal entity
holding the collateral, provided the person or entity controls the
voting rights and declares its intention of exercising them, and
natural person or legal entity lodging the collateral under these
conditions;
- in the circumstances foreseen in letter (d)
of Article 9 of that Law, the natural person or legal entity who
has a life interest in shares if that person or entity is entitled
to exercise the voting rights attached to the shares and the
natural person or legal entity who is disposing of the voting
rights when the life interest is created;
- in the circumstances foreseen in letter (e)
of Article 9 of that Law, the controlling natural person or legal
entity and, provided it has a notification duty at an individual
level under Article 8, under letters (a) to (d) of Article 9 of
that Law or under a combination of any of those situations, the
controlled undertaking;
- in the circumstances foreseen in letter (f)
of Article 9 of that Law, the deposit taker of the shares, if he
can exercise the voting rights attached to the shares deposited
with him at his discretion, and the depositor of the shares
allowing the deposit taker to exercise the voting rights at his
discretion;
- in the circumstances foreseen in letter (g)
of Article 9 of that Law, the natural person or legal entity that
controls the voting rights;
- in the circumstances foreseen in letter (h)
of Article 9 of that Law, the proxy holder, if he can exercise the
voting rights at his discretion, and the shareholder who has given
his proxy to the proxy holder allowing the latter to exercise the
voting rights at his discretion (e.g. management companies).
v Applicable in the cases provided for in Article 9 (b) to (h)
of the Transparency Law. This should be the full name of the
shareholder who is the counterparty to the natural person or legal
entity referred to in Article 9 of that Law unless the percentage
of voting rights held by the shareholder is lower than the 5%
threshold for the disclosure of voting rights holdings (e.g.
identification of funds managed by management companies).
vi The date on which threshold is crossed or reached should be
the date on which the acquisition or disposal took place or the
other reason triggered the notification obligation. For passive
crossings, the date when the corporate event took effect.
vii The total number of voting rights shall be composed of all
the shares, including depository receipts representing shares, to
which voting rights are attached even if the exercise thereof is
suspended.
viii If the holding has fallen below the 5% threshold, please
note that it is not necessary to disclose the extent of the
holding, only that the new holding is below that threshold.
ix In case of combined holdings of shares with voting rights
attached "direct holding" and voting rights "indirect holding",
please split the voting rights number and percentage into the
direct and indirect columns – if there is no combined holdings,
please leave the relevant box blank.
x Date of maturity/expiration of the financial instrument i.e.
the date when right to acquire shares ends.
xi If the financial instrument has such a period – please
specify this period – for example once every 3 months starting from
[date].
xii In case of cash settled instruments the number and
percentages of voting rights is to be presented on a delta-
adjusted basis (Article 12(2) of the Transparency Law).
xiii If the person subject to the notification obligation is
either controlled and/or does control another undertaking then the
second option applies.
xiv The full chain of controlled undertakings starting with the
ultimate controlling natural person or legal entity also has to be
presented in the cases in which only on subsidiary level a
threshold is crossed or reached and the subsidiary undertaking
discloses the notification as only then the market always gets the
full picture of the group holdings. In case of multiple chains
through which the voting rights and/or financial instruments are
effectively held the chains have to be presented chain by chain
leaving a row free between different chains (e.g.: A, B, C, free
row, A, B, D, free row, A, E, F etc.). Numbers shall be attributed
to all persons or entities within the group in column 1 in order to
allow a clear indication of the control structure in column 6. The
names of all undertakings of the control chain shall be provided in
column 2, even if the number of the directly held voting rights
and/or financial instruments is not equal or higher than the
notifiable threshold. Columns 3 & 4 shall indicate the holdings
of those persons or entities directly holding the voting rights
and/or financial instruments if the holding is equal or higher than
the notifiable threshold.
xv The names of controlled undertakings through which the voting
rights and/or financial instruments are effectively held have to be
presented irrespectively whether the controlled undertakings cross
or reach the lowest applicable threshold themselves.
xvi Example: Correction of a previous notification.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210421005492/en/
SES Mathis Prost Legal Services Corporate and Finance Tel. +352
691 419 856 mathis.prost@ses.com
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