New Skies Satellites Holdings Ltd. Watch

from 8-K 4 pages (1) Ses and New Skies Have Agreed to Amalgamate Pursuant to the Provisions of the Companies Act 1981 of Bermuda (The "Amalgamation") and Continue as a Bermuda Exempted Company (The "Amalgamated Company") on the Terms Hereinafter Appearing. (2) This Agreement Is the "Amalgamation Agreement" Referred to in the Transaction Agreement and Plan of Amalgamation (The "Transaction Agreement") Dated 14 December 2005 Between New Skies, Ses Global S.A. (The "Parent") and Ses. It Is Hereby Agreed as Follows: 1. Definitions Words and Expressions Defined in the Recitals to This Agreement Have, Unless the Context Otherwise Requires, the Same Meanings in This Agreement. Unless the Context Otherwise Requires, the Following Words and Expressions Have the Following Meanings in This Agreement: "Business Day" Means a Day Other Than (A) Saturday or Sunday or (B) Any Other Day on Which Banks in the City and State of New York or in Hamilton, Bermuda Are Permitted or Required to Be Closed; "Closing Date" Shall Have the Meaning Ascribed Thereto in the Transaction Agreement; "Company Share" Means a Common Share of Par Value US$0.01 Per Share of New Skies; "Dissenting Shareholder" Means a Registered Holder of Company Shares Who Has Properly Dissented Pursuant to Section 106(6) of the Companies Act 1981; "Dissenting Shares" Means Company Shares That Are Held by a Dissenting Shareholder; "Effective Time" Shall Have the Meaning Ascribed Thereto in the Transaction Agreement;

from DEFA14A 4 pages (1) Ses and New Skies Have Agreed to Amalgamate Pursuant to the Provisions of the Companies Act 1981 of Bermuda (The "Amalgamation") and Continue as a Bermuda Exempted Company (The "Amalgamated Company") on the Terms Hereinafter Appearing. (2) This Agreement Is the "Amalgamation Agreement" Referred to in the Transaction Agreement and Plan of Amalgamation (The "Transaction Agreement") Dated 14 December 2005 Between New Skies, Ses Global S.A. (The "Parent") and Ses. It Is Hereby Agreed as Follows: 1. Definitions Words and Expressions Defined in the Recitals to This Agreement Have, Unless the Context Otherwise Requires, the Same Meanings in This Agreement. Unless the Context Otherwise Requires, the Following Words and Expressions Have the Following Meanings in This Agreement: "Business Day" Means a Day Other Than (A) Saturday or Sunday or (B) Any Other Day on Which Banks in the City and State of New York or in Hamilton, Bermuda Are Permitted or Required to Be Closed; "Closing Date" Shall Have the Meaning Ascribed Thereto in the Transaction Agreement; "Company Share" Means a Common Share of Par Value US$0.01 Per Share of New Skies; "Dissenting Shareholder" Means a Registered Holder of Company Shares Who Has Properly Dissented Pursuant to Section 106(6) of the Companies Act 1981; "Dissenting Shares" Means Company Shares That Are Held by a Dissenting Shareholder; "Effective Time" Shall Have the Meaning Ascribed Thereto in the Transaction Agreement;

from 8-K 56 pages Transaction Agreement and Plan of Amalgamation Between Ses Global S.A., Ses Holdings (Bermuda) Limited and New Skies Satellites Holdings Ltd. Dated as of December 14, 2005

from DEFA14A 56 pages Transaction Agreement and Plan of Amalgamation Between Ses Global S.A., Ses Holdings (Bermuda) Limited and New Skies Satellites Holdings Ltd. Dated as of December 14, 2005