PROFORMA CONSOLIDATION OF SES AND ASIASAT Information for investors and analysts concerning the AsiaSat transaction

On January 15, 1999, SES acquired an indirect stake of 34.13% in AsiaSat Telecommunications Holdings Ltd for a total consideration of USD331 million. The transaction was effected through the acquisition by SES of 49.5% of the issued share capital and of 50% of the voting rights of Bowenvale Limited, a company that controls 68.95% of the issued share capital of AsiaSat.

The proforma balance sheet is presented as if the acquisition of AsiaSat had occurred at December 31, 1998. The proforma balance sheet is unaudited. It has been derived from the audited year-end accounts of SES and AsiaSat and is net of the appropriate transaction adjustments.

In agreement with the Company's auditors, the investment in AsiaSat will be fully consolidated in the Group accounts from January 15, 1999. The non-SES Group share of AsiaSat net income (65.87%) will be attributed to the minority interest.

Goodwill on consolidation represents the difference between the acquisition cost of consolidated companies and the Group's share in the net assets at the date of acquisition. Goodwill is recorded in the balance sheet and amortised on a straight line basis over a maximum period of 20 years.

Proforma intangible assets of EUR 228.5 million mainly consist of the goodwill arising upon the acquisition of AsiaSat which will be amortised over 20 years.

• The investment in AsiaSat has been funded as follows:
  
  
• Senior debt EUR 99.2 million
• Subordinated debt EUR 148.7 million

The balance has been funded from internal resources.

The average debt financing cost is 5.5%.

The investment in Bowenvale, the holding company of AsiaSat, is not taken into account in the proforma balance sheet, as the company is purely a holding company and would not have a material impact upon the consolidation.

It should be noted that the proposed dividend payable accrued in the AsiaSat financial statements at 31 December 1998 of EUR 6.0 million (HKD 54,600,000) has been reversed in the proforma consolidation in order to ensure consistency with SES' accounting policy of recognising dividends when paid.

In EUR millions	SES 1998	AsiaSat 1998	Combined 1998
Revenues	516.9	99.1	616.0

This information has been prepared for illustrative purposes only. Due to its nature, it cannot give a true picture of nor is it necessarily indicative of, the balance sheet which would have been reported if the acquisition had occurred on December 31, 1998.

• The following exchange rates have been used in this announcement unless otherwise indicated:
  
• 1HKD = 4.42809LUF
• 1EUR = 40.3399LUF
• 1HKD = 0.109769EUR

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