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SES SES GLOBAL AMERICAS HOLDINGS GP Château De Betzdorf 4 Research Way L-6815 Betzdorf Princeton New Jersey 08540 Luxembourg United States of America AGENT

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SES SES GLOBAL AMERICAS HOLDINGS GP Château De Betzdorf 4 Research Way L-6815 Betzdorf Princeton New Jersey 08540 Luxembourg United States of America AGENT PROSPECTUS SES (incorporated as a société anonyme under the laws of Luxembourg) SES GLOBAL AMERICAS HOLDINGS GP (established as a general partnership under the laws of the State of Delaware) €4,000,000,000 Euro Medium Term Note Programme This document comprises two base prospectuses (together, the Prospectus): (i) the base prospectus for SES in respect of non-equity securities within the meaning of Article 22 no. 6(4) of Commission Regulation (EC) No. 809/2004 of 29 April 2004 implementing Directive 2003/71/EC of 4 November 2003 of the European Parliament and of the Council on the prospectus to be published when securities are offered to the public or admitted to trading and amending Directive 2001/34/EC, as amended (the Notes) to be issued by it under this €4,000,000,000 Euro Medium Term Note Programme (the Programme) and (ii) the base prospectus for SES Global Americas Holdings GP (SES Americas) in respect of Notes to be issued by it under this Programme. Under the Programme, SES and SES Americas (each an Issuer and, together, the Issuers) may from time to time issue Notes denominated in any currency agreed between the relevant Issuer and the relevant Dealer (as defined below). The payment of all amounts due in respect of the Notes issued by SES Americas will be unconditionally and irrevocably guaranteed by SES and the payment of all amounts due in respect of the Notes issued by SES will be unconditionally and irrevocably guaranteed by SES Americas (each in its capacity as guarantor, the Guarantor). The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed €4,000,000,000 (or its equivalent in other currencies calculated as described in the Programme Agreement described herein), subject to increase as described herein. The Notes may be issued on a continuing basis to one or more of the Dealers specified under “Overview of the Programme” and any additional Dealer appointed under the Programme from time to time by the relevant Issuer (each a Dealer and together the Dealers), which appointment may be for a specific issue or on an ongoing basis. References in this Prospectus to the relevant Dealer shall, in the case of an issue of Notes being (or intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to subscribe such Notes. An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks, see “Risk Factors” on pages 5 to 25. Application has been made to the Commission de Surveillance du Secteur Financier (the CSSF) in its capacity as competent authority under the Luxembourg Act dated 10 July 2005 on prospectuses for securities, as amended (the Prospectus Law), for the approval of this Prospectus comprising two base prospectuses for the purposes of Article 5.4 of Directive 2003/71/EC, as amended (which includes the amendments made by Directive 2010/73/EU) (the Prospectus Directive). Application has also been made to the Luxembourg Stock Exchange for Notes issued under the Programme described in the Prospectus to be listed on the official list of the Luxembourg Stock Exchange (the Official List) and admitted to trading on the regulated market of the Luxembourg Stock Exchange (the Regulated Market). References in this Prospectus to Notes being listed (and all related references) shall mean that such notes have been listed on the Official List and admitted to trading on the Regulated Market. The Luxembourg Stock Exchange’s Regulated Market is a regulated market for the purposes of the Markets in Financial Instruments Directive (Directive 2004/39/EC). Pursuant to Article 7(7) of the Luxembourg Prospectus Law, by approving this prospectus, the CSSF gives no undertaking as to the economic and financial soundness of the Notes to be issued hereunder or the quality or solvency of the Issuers. Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and any final terms not contained herein which are applicable to each Tranche (as defined under “Terms and Conditions of the Notes”) of Notes will be set out in a final terms document (the Final Terms). The minimum denomination of each Note admitted to trading on a regulated market within the European Economic Area or offered to the public in a Member State of the European Economic Area in circumstances which require the publication of a prospectus under the Prospectus Directive will be €100,000 (or, if the Notes are denominated in a currency other than euro, the equivalent amount in such currency). The Programme provides that Notes may be listed or admitted to trading, as the case may be, on such other or further stock exchange(s) or markets as may be agreed between the relevant Issuer, the relevant Guarantor and the relevant Dealer. The Issuers may also issue unlisted Notes and/or Notes not admitted to trading on any market. The rating of a certain Series of Notes to be issued under the Programme may be specified in the applicable Final Terms. Whether or not each credit rating applied for in relation to the relevant Series of Notes will be issued by a credit rating agency established in the European Union and registered under Regulation (EC) No 1060/2009 (as amended) (the CRA Regulation) will be disclosed in the Final Terms. In general, European regulated investors are restricted from using a rating for regulatory purposes if such rating is not issued by a credit rating agency established in the European Union and registered under the CRA Regulation (and such registration has not been withdrawn or suspended). The Notes of each Tranche will initially be represented by a temporary global Note which will be deposited on the issue date thereof with a common depositary or a common safekeeper, as the case may be, on behalf of Euroclear Bank SA/NV (Euroclear), and Clearstream Banking, société anonyme (Clearstream, Luxembourg) and/or any other agreed clearance system which will be exchangeable, as specified in the applicable Final Terms, for either a permanent global Note or Notes in definitive form, in each case upon certification as to non-U.S. beneficial ownership as required by U.S. Treasury regulations. A permanent global Note will be exchangeable for definitive Notes, either upon request or in certain limited circumstances, all as further described in “Form of the Notes” below. Arranger BNP PARIBAS Dealers Banca IMI Banco Bilbao Vizcaya Argentaria, S.A. Banque et Caisse d’Epargne de l’État Barclays BayernLB BNP PARIBAS BofA Merrill Lynch Commerzbank Crédit Agricole CIB Credit Suisse Deutsche Bank DnB Nor Bank ASA Goldman Sachs International HELABA ING Commercial Banking J.P. Morgan Mitsubishi UFJ Securities Mizuho Securities Société Générale Corporate & Investment Banking The Royal Bank of Scotland The date of this Prospectus is 15 November 2012 1 Each of SES and SES Americas (the Responsible Persons) accepts responsibility for the information contained or incorporated by reference in this Prospectus (including, for the avoidance of doubt, any information contained in the Final Terms relating to an issue of Notes). To the best of the knowledge of each of SES and SES Americas (each having taken all reasonable care to ensure that such is the case) the information contained or incorporated by reference in this Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. The only persons authorised to use this Prospectus in connection with an offer of Notes are the persons named as the relevant Dealer or the Managers in relation to the offer of Notes. This Prospectus is to be read in conjunction with all documents which are deemed to be incorporated herein by reference (see “Documents Incorporated by Reference” below). This Prospectus shall be read and construed on the basis that such documents are incorporated in and form part of this Prospectus. Neither the Arranger, nor the Dealers have independently verified the information contained or incorporated by reference herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the Arranger or the Dealers as to the accuracy or completeness of the information contained or incorporated in this Prospectus or any other information provided by SES or SES Americas in connection with the Programme. To the fullest extent permitted by law, none of the Dealers or the Arranger accept any responsibility for the contents of this Prospectus or for any other statement, made or purported to be made by the Arranger or a Dealer or on its behalf in connection with the Issuers, the Guarantors, or the issue and offering of the Notes. The Arranger and each Dealer accordingly disclaims all and any liability whether arising in tort or contract or otherwise (save as referred to above) which it might otherwise have in respect of this Prospectus or any such statement. No person is or has been authorised to give any information or to make any representation not contained or incorporated by reference in or not consistent with this Prospectus or any other information supplied in connection with the Programme or the Notes and, if given or made, such information or representation must not be relied upon as having been authorised by SES or SES Americas or the Arranger or any of the Dealers. Neither this Prospectus nor any other information supplied in connection with the Programme or any Notes (a) is intended to provide the basis of any credit or other evaluation or (b) should be considered as a recommendation by SES or SES Americas or the Arranger or any of the Dealers that any recipient of this Prospectus or any other information supplied in connection with the Programme or any Notes should purchase any Notes.
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