FORM 6 - K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a - 16 or 15d - 16 of
the Securities Exchange Act of 1934
As of 3/20/2026
Ternium S.A.
(Translation of Registrant's name into English)
Ternium S.A.
26, Boulevard Royal - 4th floor
26, Boulevard Royal - 4th floor
L-2449 Luxembourg
(352) 2668-3152
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or 40-F.
Form 20-F a Form 40-F __
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12G3-2(b) under the Securities Exchange Act of 1934.
Yes __ No a
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):
Not applicable
The attached material is being furnished to the Securities and Exchange Commission pursuant to Rule 13a-16 and Form 6-K under the Securities Exchange Act of 1934, as amended.
This report contains notice of the annual general meeting of shareholders, the letter from the chairman to shareholders and ADS holders, and the shareholder meetings brochure and proxy statement.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
TERNIUM S.A.
By: /s/ Guillermo Etchepareborda By: /s/ Sebastián Martí
Name: Guillermo Etchepareborda Name: Sebastián Martí
Title: Attorney in Fact Title: Attorney in Fact
Dated: March 20, 2026
 | Ternium S.A. 26, Boulevard Royal, 4th floor, L-2449, Luxembourg City, Grand-Duchy of Luxembourg 00 352 26 68 31 52 tel 00 352 26 68 31 53 fax www.ternium.com RCS Luxembourg B 98 668 | ||||
Notice of the Annual General Meeting of Shareholders to be held on May 12, 2026 at 9:00 a.m. (Luxembourg time).
Notice is hereby given to shareholders of TERNIUM S.A. (the “Company”) that the Annual General Meeting of Shareholders of the Company (the “Meeting”) will be held on May 12, 2026, at 9:00 a.m. (Luxembourg time) at the Company’s registered office located at 26, Boulevard Royal, 4th Floor, L-2449 Luxembourg, Grand Duchy of Luxembourg
At the Annual General Meeting of Shareholders, shareholders will vote on the items listed below under the heading “Agenda for the Annual General Meeting of Shareholders”.
Agenda for the Annual General Meeting of Shareholders
1.Consideration of the Company’s 2025 Annual Report containing the consolidated management report and independent auditors report on the Company’s consolidated financial statements as of December 31, 2025; and the Company’s annual accounts as of December 31, 2025 and the independent auditors report thereon. Approval of the Company’s consolidated financial statements as of December 31, 2025 and 2024 and for the years ended December 31, 2025, 2024 and 2023.
2.Consideration of the independent auditor’s report on the Company’s annual accounts. Approval of the Company’s annual accounts as at December 31, 2025.
3.Allocation of results for the year ended December 31, 2025.
4.Discharge of members of the Board of Directors for the exercise of their mandate during the year ended December 31, 2025.
5.Election of the members of the Board of Directors.
6.Authorization of the compensation to the members of the Board of Directors for the year 2026.
7.Appointment of the independent auditors for the fiscal year ending December 31, 2026, and approval of their fees.
8.Authorization to the Company, or any subsidiary, from time to time to purchase, acquire or receive securities of the Company, in accordance with Article 430-15 of the Luxembourg law of 10 August 1915 on commercial companies, as amended (the “Company Law”) and with applicable laws and regulations.
9.Authorization to the Board of Directors to appoint one or more of its members as the Company’s attorney-in-fact.
Procedures for attending and voting at the Meeting.
Any shareholder registered in the Company’s share register on May 6, 2026 (the “Shareholders Record Date”) may exercise its rights to participate, and to vote at the Meeting in person or through a proxy holder.
Shareholders holding shares through fungible securities accounts wishing to attend the Meeting in person must present a certificate issued by the financial institution or professional depositary holding such shares, evidencing deposit of the shares and certifying the number of shares recorded in the relevant account as of the Shareholders Record Date. Certificates attesting the number of shares recorded in the relevant account as of a date other than the Shareholders Record Date will not be accepted and such shareholders will not be admitted to the Meeting. Certificates must be filed with the Company not later than 5:00 p.m. (Luxembourg time) on May 6, 2026, or by electronic message to the following electronic address: [email protected].
Shareholders holding their shares through fungible securities accounts may also vote by proxy at the Meeting. To do so, they must submit a certificate issued by the financial institution or professional depositary holding such shares, evidencing deposit of the shares and certifying the number of shares recorded in the relevant account as of the Shareholders Record Date. Certificates certifying the number of shares recorded in the relevant account as of a date other than the Shareholders Record Date will not be accepted and such shareholder may not vote at the Meeting. Certificates must be received by the Company, together with the properly completed and signed proxy form not later than 5:00 p.m. (Luxembourg time) on May 6, 2026 at the Company’s registered office in Luxembourg or by electronic message to the following electronic address: [email protected].
Shareholders who wish to be represented and vote by proxy could obtain a proxy form free of charge at the Company’s registered office in Luxembourg, between 10:00 a.m. and 5:00 p.m., Luxembourg time, beginning on March 20, 2026. In addition, beginning on March 20, 2026, shareholders could obtain an electronic copy of such proxy form free of charge by sending an e-mail request to the following electronic address: [email protected]. All proxy forms must be received by the Company, properly completed and signed, at the Company’s registered office in Luxembourg by not later than 5:00 p.m. (Luxembourg time) on May 6, 2026.
In the event of shares owned by a corporation or any other legal entity, individuals representing such entity who wish to attend the Meeting in person and vote at the Meeting on behalf of such entity, must present evidence of their authority to represent the shareholder at the Meeting by means of a proper document (such as a general or special power-of-attorney) issued by the relevant entity. A copy of such power of attorney or other proper document must be filed with the Company not later than 5:00 p.m. (Luxembourg time) on May 6, 2026, at the Company’s registered office in Luxembourg or by electronic message to the following electronic address: [email protected]. The original documentation evidencing the authority to attend, and vote at the Meeting, or a notarized and legalized copy thereof, must be presented at the Meeting.
Those shareholders who have sold their shares between the Shareholders Record Date and the date of the Meeting may not attend, nor be represented, nor vote at the Meeting. In case of breach of such prohibition, criminal sanctions may apply.
Holders of American Depositary Shares (the “ADSs”) as of March 30, 2026, are entitled to instruct The Bank of New York Mellon Corporation, as Depositary, as to the exercise of the voting rights pertaining to the Company’s shares represented by such holder’s ADSs. Eligible holders of ADSs who desire to give voting instructions in respect of the shares represented by their ADSs must complete, date and sign a proxy form and return it to The Bank of New York Mellon Corporation at Proxy Services, P.O. Box 8016 CARY, NC 27512-9903, by 12:00 p.m., New York City time, on May, 2026. Holders of ADSs maintaining non-certificated positions must follow voting instructions given by their broker or custodian bank, which may provide for earlier deadlines for submitting voting instructions.
Copies of the Shareholder Meeting Brochure and Proxy Statement, the Company’s 2025 Annual Report (which includes the Company’s consolidated financial statements as of December 31, 2025 and 2024 and for the years ended December 31, 2025, 2024 and 2023, together with the consolidated management report and the independent auditors’ report thereon, and the Company’s annual accounts as at December 31, 2025, together with the independent auditor’s report thereon), are available on our website at www.ternium.com at the Investor section beginning on March 20, 2026. Copies of such documents are also available, free of charge, to shareholders registered in the Company’s share register at the Company’s registered office in Luxembourg, between 10:00 a.m. and 5:00 p.m., Luxembourg time, beginning on March 20, 2026. In addition, beginning on March 20, 2026, shareholders registered in the Company’s share register may also obtain, free of charge, electronic copies of such documents by sending an e-mail request to the following electronic address: [email protected].
Arturo Sporleder
Secretary to the Board of Directors
March 20, 2026
Luxembourg
| Ternium S.A. 26, Boulevard Royal, 4th floor, L-2449 Luxembourg City, Grand-Duchy of Luxembourg 00 352 26 68 31 52 tel 00 352 26 68 31 53 fax www.ternium.com RCS Luxembourg B 98 668 | ||||
March 20, 2026
Dear Ternium Shareholders,
I am pleased to invite you to attend the annual general meeting of shareholders (the “Meeting”) of TERNIUM S.A. (the “Company”), to be held on Tuesday, May 12, 2026, at the Company’s registered office located at 26, Boulevard Royal, 4th Floor, L-2449, Luxembourg, Grand Duchy of Luxembourg. The annual general meeting of shareholders will begin at 9:00 a.m., (Luxembourg time).
At the annual general meeting of shareholders, you will hear a report on the Company’s business, financial condition and results of operations and will be able to vote on various matters, including the approval of the Company’s financial statements, the election of the members of the board of directors and the appointment of the independent auditors.
The convening Notice and Agenda for the Meeting (which contains the procedures for attending and/or voting at the Meeting), the Shareholder Meeting Brochure and Proxy Statement, the Company’s 2025 Annual Report (which includes the Company’s consolidated financial statements as of December 31, 2025 and 2024 and for the years ended December 31, 2025, 2024 and 2023, together with the consolidated management report and independent auditors’ report thereon, and the Company’s annual accounts as at December 31, 2025, together with the independent auditor’s report thereon), will be available on our website at www.ternium.com on the Investor section beginning on March 20, 2026. Copies of such documents will also be available, free of charge, to shareholders registered in the Company’s share register at the Company’s registered office in Luxembourg, between 10:00 a.m. and 5:00 p.m., Luxembourg time, beginning on March 20, 2026. In addition, beginning on March 20, 2026, shareholders registered in the Company’s share register may obtain, also free of charge, electronic copies of such documents by sending an e-mail request to the following electronic address: [email protected].
Even if you only own a few shares or ADSs, I hope that you will exercise your right to vote or instruct voting at the Meeting. If you are a holder of shares on May 6, 2026, you can attend and/or vote in person or by proxy at the Meeting. If you are a holder of ADSs, please contact The Bank of New York Mellon Corporation, the depositary bank, or contact your broker/custodian, for instructions on how to give voting instructions in respect of the shares underlying your ADSs.
Please note the requirements you must satisfy to attend and/or vote your shares or ADSs at the Meeting.
Yours sincerely,
Paolo Rocca
Chairman
Annual General Meeting of Shareholders to be held on May 12, 2026, at 9:00 a.m. (Luxembourg time).
This Shareholder Meeting Brochure and Proxy Statement is furnished by TERNIUM S.A. (the “Company”) in connection with the Annual General Meeting of Shareholders of the Company (the “Meeting”) to be held on May 12, 2026 at the Company’s registered office located at 26, Boulevard Royal, 4th Floor, L-2449 Luxembourg, Grand Duchy of Luxembourg, for the purposes set forth in the convening notice of the Meeting (the “Notice”). The Annual General Meeting of Shareholders will begin at 9:00 a.m. (Luxembourg time).
As of the date hereof, there are issued 2,004,743,442 ordinary shares, USD 1.00 par value each, of the Company (the “Shares”), including Shares (the “Deposited Shares”) deposited with The Bank of New York Mellon Corporation (the “Depositary”) under the Deposit Agreement, dated as of January 31, 2006 (the “Deposit Agreement”), among the Company, the Depositary and owners and beneficial owners from time to time of American Depositary Shares (the “ADSs”) issued thereunder. The Deposited Shares are represented by American Depositary Shares, which are evidenced by the ADSs (one ADS equals ten Deposited Shares). The Company currently holds 41,666,666 shares (the “Treasury Shares”).
Each Share entitles the holder thereof to one vote at general meetings of shareholders of the Company. However, voting rights on the Treasury Shares shall be suspended for so long as such Shares are so held.
Any shareholder registered in the Company’s share register on May 6, 2026 (the “Shareholders Record Date”) may exercise its rights to participate and vote at the Meeting in person or through a proxy holder.
Shareholders who wish to be represented and vote by proxy at the Meeting may obtain, free of charge, a proxy form at the Company’s registered office in Luxembourg, between 10:00 a.m. and 5:00 p.m.,
Luxembourg time, beginning on March 20, 2026. In addition, beginning on March 20, 2026, shareholders may obtain, also free of charge, an electronic copy of such proxy form by sending an e-mail request to the following electronic address: [email protected]. All proxy forms must be received by the Company, properly completed and signed, at the Company’s registered office in Luxembourg not later than 5:00 p.m. (Luxembourg time) on May 6, 2026 or by electronic message to the following electronic address: [email protected].
Any shareholder holding shares through fungible securities accounts wishing to attend the Meeting in person must present a certificate issued by the financial institution or professional depositary holding such shares, evidencing deposit of the shares and certifying the number of shares recorded in the relevant account as of the Shareholders Record Date. Certificates attesting the number of shares recorded in the relevant account as of a date other than the Shareholders Record Date will not be accepted and such shareholders will not be admitted to the Meeting. Certificates must be filed with the Company not later than 5:00 p.m. (Luxembourg time) on May 6, 2026 or by electronic message to the following electronic address: [email protected].
Shareholders holding their shares through fungible securities accounts may also vote by proxy at the Meeting. To do so, they must submit a certificate issued by the financial institution or professional depositary holding such shares, evidencing deposit of the shares and certifying the number of shares recorded in the relevant account as of the Shareholders Record Date. Certificates certifying the number of shares recorded in the relevant account as of a date other than the Shareholders Record Date will not be accepted and such shareholder may not vote at the Meeting. Certificates must be received by the Company, together with the properly completed and signed proxy form not
later than 5:00 p.m. (Luxembourg time) on May 6, 2026 at the Company’s registered office in Luxembourg or by electronic message to the following electronic address: [email protected].
In the event of shares owned by a corporation or any other legal entity, individuals representing such entity who wish to attend the Meeting in person and vote at the Meeting on behalf of such entity, must present evidence of their authority to represent the shareholder at the Meeting by means of a proper document (such as a general or special power-of-attorney) issued by the relevant entity. A copy of such power of attorney or other proper document must be filed with the Company not later than 5:00 p.m. (Luxembourg time) on May 6, 2026 at the Company’s registered office in Luxembourg or by electronic message to the following electronic address: [email protected]. The original documentation evidencing the authority to attend, and vote at the Meeting, or a notarized and legalized copy thereof, must be presented at the Meeting.
Those shareholders who have sold their shares between the Shareholders Record Date and the date of the Meeting may not attend, nor be represented, nor vote at the Meeting. In case of breach of such prohibition, criminal sanctions may apply.
Shareholders and their proxies attending the Meeting in person will be required to identify themselves with a valid official identification document (e.g., identity card, passport). Please note that the Meeting is not a public event and therefore, is reserved exclusively for registered shareholders as detailed in this Shareholder Meeting Brochure and Proxy Statement.
Holders of ADSs as of March 30, 2026, are entitled to instruct The Bank of New York Mellon Corporation, as Depositary, as to the exercise of the voting rights pertaining to the Company’s shares represented by such holder’s ADSs. Eligible holders of ADSs who desire to give voting instructions in respect of the shares represented by their ADSs must complete, date and sign a proxy form and return it to The Bank of New York Mellon Corporation at Proxy Services, P.O. Box 8016
CARY, NC 27512-9903, by 12:00 p.m., New York City time, on May 6, 2026 (the “Voting Deadline”). If the Depositary receives properly completed instructions by the Voting Deadline, then it shall endeavor, insofar as practicable, to vote or cause to be voted the shares underlying such ADSs in the manner prescribed by the instructions. However, if by the Voting Deadline, the Depositary receives no instructions from the holder of ADSs, or the instructions received are not in proper form, then the Depositary shall deem such holder to have instructed the Depositary to give, and the Depositary shall give, a discretionary proxy to a person designated by the Company with respect to that amount of Shares underlying such ADSs to vote such Shares in favor of any proposals or recommendations of the Company (including any recommendation by the Company to vote such Shares on any issue in accordance with the majority shareholders’ vote on that issue) as determined by the appointed proxy. No instruction shall be deemed given and no discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary that (x) it does not wish such proxy given, (y) substantial opposition exists, or (z) the matter materially and adversely affects the rights of the holders of ADSs.
Any holder of ADSs is entitled to revoke or revise any instructions previously given to the Depositary by filing with the Depositary a written revocation or duly executed instructions bearing a later date at any time prior to the Voting Deadline. No instructions, revocations or revisions thereof will be accepted by the Depositary after that time.
In order to avoid the possibility of double vote, the Company’s ADS books will be closed for cancellations from the ADSs Record Date until the Voting Deadline. However, holders of ADSs will not have their ADSs blocked for trading on the New York stock exchange.
Holders of ADSs maintaining non-certificated positions must follow voting instructions outlined by their broker or custodian bank, which may provide for
earlier deadlines for submitting voting instructions than that indicated above.
The Meeting will appoint a chairperson pro tempore to preside over the Meeting. The chairperson pro tempore will have broad authority to conduct the Meeting in an orderly and timely manner and to establish rules, (including rules for shareholders (or proxy holders) to speak and ask questions at the Meeting); the chairperson may exercise broad discretion in recognizing shareholders who wish to speak and in determining the extent of discussion on each item of the agenda.
Pursuant to the Company’s articles of association and Luxembourg law, resolutions at the Annual General Meeting of Shareholders will be passed by a simple majority of the votes cast, irrespective of the number of Shares present or represented.
The Annual General Meeting of Shareholders is called to address and vote on the following agenda:
1. Consideration of the Company’s 2025 Annual Report containing the consolidated management report and independent auditors report on the Company’s consolidated financial statements as of December 31, 2025, and the Company’s annual accounts as of December 31, 2025 and the independent auditors report thereon. Approval of the Company’s consolidated financial statements as of December 31, 2025 and 2024 and for the years ended December 31, 2025, 2024 and 2023.
The Company’s consolidated financial statements as of December 31, 2025 and 2024 and for the years ended December 31, 2025, 2024 and 2023 (comprising the consolidated balance sheets of the Company and its subsidiaries and the related consolidated income statements, consolidated statements of changes in shareholders’ equity, consolidated cash flow statements and the notes to such consolidated financial statements) and the report from the Company’s management and independent auditor on such consolidated financial statements are included in the
Company’s 2025 Annual Report (“Annual Report”) a copy of which is available on the Company’s website at www.ternium.com on the Investors section, beginning on March 20, 2026. Copies of the Company’s 2025 Annual Report are also available to shareholders registered in the Company’s share register, free of charge, at the Company’s registered office in Luxembourg, between 10:00 a.m. and 5:00 p.m., Luxembourg time, beginning on March 20, 2026. In addition, beginning on March 20, 2026, shareholders registered in the Company’s share register may obtain, also free of charge, an electronic copy of the Company’s 2025 Annual Report by sending an e-mail request to the following electronic address: [email protected].
Draft resolution proposed to be adopted:
“the Meeting resolved to acknowledge the Company´s 2025 Annual Report and to approve the Company’s consolidated financial statements as of December 31, 2025 and 2024 and for the years ended December 31, 2025, 2024 and 2023.”
2. Consideration of the independent auditor’s report on the Company’s annual accounts. Approval of the Company’s annual accounts as at December 31, 2025.
The Company’s annual accounts as at December 31, 2025 (comprising the balance sheet, the profit and loss account and the notes to such annual accounts) and the report from the Company’s independent auditor on such annual accounts are included in the Company’s 2025 Annual Report a copy of which is available on our website at www.ternium.com on the Investor section beginning on March 20, 2026. Copies of the Company’s 2025 Annual Report are also available to shareholders registered in the Company’s share register, free of charge, at the Company’s registered office in Luxembourg, between 10:00 a.m. and 5:00 p.m., Luxembourg time, beginning on March 20, 2026. In addition, beginning on March 20, 2026, shareholders registered in the Company’s share register may obtain, also free of charge, an electronic copy of the Company’s 2025 Annual Report by sending an e-mail
request to the following electronic address: [email protected].
Draft resolution proposed to be adopted:
“the Meeting resolved to approve the Company’s annual accounts as at December 31, 2025.”
3. Allocation of results for the year ended December 31, 2025.
In accordance with applicable Luxembourg law and the Company’s articles of association, the Company is required to allocate 5% of its annual net income to a legal reserve, until this reserve equals 10% of the subscribed capital. As indicated in the Company’s 2025 annual accounts, the Company’s legal reserve already amounts to 10% of its subscribed capital, and, accordingly, the legal requirements in that respect are satisfied.
Dividends may be lawfully declared and paid out of Company´s net profits, retained earnings and distributable reserves and premiums, each as defined and calculated in accordance with Luxembourg law. The amount and payment of dividends must be approved by a majority vote at the annual general meeting of shareholders, generally, but not necessarily, based on the recommendation of the Company´s Board of Directors. Under Article 21 of the Company´s articles of association, the Board of Directors has the power to distribute interim dividends in accordance with applicable law, in particular, in accordance with the conditions set forth in Article 461-3 of the Luxembourg Company Law. Such dividend payments must be finally approved by the annual general meeting of shareholders.
The Board of Directors proposes that a dividend (the “Annual Dividend”) payable in U.S. dollars on May 15, 2026, in the amount of USD 0,27 per Share (or USD 2,70 per ADS), which represents an aggregate sum of USD 530 million (which is net of the Company’s Treasury Shares), be approved and that the Board of Directors be authorized to determine or amend, in its discretion, the terms and conditions of the dividend
payment, including the applicable payment date. The Annual Dividend is proposed to include the interim dividend of USD 0.09 per share (USD 0.90 per ADS) or USD 177 million, paid on November 12, 2025 (the “Interim Dividend”) out of the Company´s share premium account. Accordingly, if this Annual Dividend proposal is approved, the Company will make, or cause to be made, a dividend balance (the “Dividend Balance”) payment on May 15, 2026, in the amount of USD 0,18 per Share (or USD 1,80 per ADS) out of the Company´s profit for the financial year.
The Company´s annual accounts as at 31, December 2025, show a profit for the financial year of USD 722 million. Considering the annual profit and the Company’s other distributable reserves, the Company has distributable amounts which exceed the proposed Annual Dividend.
It is proposed that the balance of profit for the financial year ended December 31, 2025 (after deduction of the Dividend Balance) be allocated to the Company’s retained earnings account, with the Interim Dividend and the Dividend Balance being paid out of the Company´s share premium account and profit for the financial year, respectively.
Draft resolution proposed to be adopted:
“the Meeting resolved (i) to approve an Annual Dividend, payable in U.S. dollars, on May 15, 2026, in the amount of USD 0,27 per share issued and outstanding (or USD 2,70 per ADS), being understood that the Annual Dividend approved pursuant to this resolution includes the Interim Dividend of USD 0.09 per share (USD 0.90 per ADS) paid on November 12, 2025 out of the Company´s share premium account, (ii) to authorize the Board of Directors to determine or amend, in its discretion, any of the terms and conditions of the Dividend Balance so approved, including the applicable payment date, (iii) that the aggregate amount of USD 353 million (which is net of the Company’s Treasury Shares) to be distributed as Dividend Balance in the amount of USD 0,18 per Share (or USD 1,80 per ADS) on May 15, 2026, be paid out of the Company’s profit for the financial year, and (iv)
that the balance of the profit for the financial year ended December 31, 2025, be allocated to the Company’s retained earnings account.”
4. Discharge of members of the Board of Directors for the exercise of their mandate during the year ended December 31, 2025.
In accordance with applicable Luxembourg law and regulations, it is proposed that, upon approval of the Company’s annual accounts as at December 31, 2025, all those who were members of the Board of Directors during the year ended December 31, 2025, be discharged from any liability in connection with the management of the Company’s affairs during such year.
Draft resolution proposed to be adopted:
“the Meeting resolved to discharge all those who were members of the Board of Directors during the year ended December 31, 2025, from any liability in connection with the management of the Company’s affairs during such year.”
5. Election of the members of the Board of Directors
The Board of Directors has the broadest power to act on behalf of the Company and accomplish or authorize all acts and transactions of management and disposal that are within its corporate purpose and not specifically reserved in the articles of association or by applicable law to the general shareholders´ meeting.
Pursuant to article 7 of the Company’s articles of association, the annual general meeting must elect a Board of Directors of not less than five and not more than fifteen members, who shall have a term of office of one year but may be reappointed.
The current Board of Directors consists of eight Directors, three of whom (Mr. Robert Gilles Decalf, Ms. Gioia María Ghezzi and Ms. Lorenza Martínez Trigueros) qualify as “independent directors” under the Company’s articles of association and applicable law,
and Mr. Vincent Robert Gilles Decalf, Ms. Gioia María Ghezzi and Ms. Lorenza Martínez Trigueros are also members of the audit committee of the Company.
It is proposed that (i) the number of members of the Board of Directors be maintained at eight and that (ii) Mr. Roberto Bonatti, Mr. Vincent Robert Gilles Decalf, Mr. Gianfelice Mario Rocca, Mr. Paolo Rocca, Mr. Daniel Agustin Novegil, Ms. Alicia Lucía Móndolo, Ms. Gioia María Ghezzi and Ms. Lorenza Martínez Trigueros be re-elected as members of the Board of Directors, each to hold office until the next annual general meeting of shareholders that will be convened to decide on the Company’s 2026 annual accounts.
Set forth below is summary biographical information of each of the candidates:
1) Mr. Roberto Bonatti. Mr. Bonatti is a member of the Company’s board of directors. He is a grandson of Agostino Rocca, founder of the Techint Group, a group of companies controlled by San Faustin. Throughout his career in the Techint Group he has been involved specifically in the engineering and construction and corporate sectors. He was first employed by the Techint Group in 1976, as deputy resident engineer in Venezuela. In 1984, he became a director of San Faustin, and from 2001 to 2020 he has served as its president. He is also a member of the board of directors of Tenaris. Mr. Bonatti, aged 76, is an Italian citizen.
2) Mrs. Alicia Lucía Móndolo. Mrs. Móndolo served as Tenaris’ Chief Financial Officer from August 2019 to May 2025. She joined the Techint Group in 1984 and has more than 40 years of experience in accounting and reporting, audit and finance. From 2010 to 2016, she served as Chief Audit Executive of Tenaris. Previously and from 2016 to 2019, she served as financial officer in several companies in the Techint Group. Mrs. Móndolo is a public accountant from the Universidad Nacional de La Plata and got an MBA from the IAE Business School. Mrs. Móndolo, aged 67, is an Argentine and Italian citizen.
3) Mr. Vincent Robert Gilles Decalf. Mr. Decalf has served as a director of the Company since September 2015 and the Audit Committee’s Chairman since 2020. Since 2012 he acts as an independent non-executive
director of various financial, insurance or commercial companies such as Bankinter Luxembourg, Covea Luxembourg or Quintet Asset Management S.A. He was a member of the board of directors of the Luxembourg Institute for Directors and Managers (Institut Luxembourgeois des Administrateurs) and of the Luxembourg Stock Exchange. Mr. Decalf is a certified independent director since 2014. From 1989 to 2008, Mr. Decalf held executive positions in different countries within Société Générale and has extensive experience in the financial industry. From 2008 to 2012, he was member of the executive committee of the Foyer Group a Luxembourg-based insurer. For more than twenty-five years, he has been an authorized director for Insurance, Bank or Financial companies under Luxembourg regulation. Mr. Decalf, aged 63, is French and Luxemburgish citizen.
4) Mr. Gianfelice Mario Rocca. Mr. Rocca is a member of the Company’s board of directors. He is a grandson of Agostino Rocca. He is Chairman of the board of directors of San Faustin, member of the board of directors of Tenaris, president of the board of directors of Humanitas S.p.A and Tenova S.p.A. Moreover, in Italy, he is president of the Giorgio Cini Foundation and member of the board of Bocconi University. At international level, he is member of the European and Global Advisory Board of Harvard Business School, member of the European Round Table of Industrialists, vice president of Aspen Institute and member of the board of Brembo N.V. Mr. Rocca, aged 78, is an Italian citizen.
5) Mr. Paolo Rocca. Mr. Rocca is the Chairman of the Company’s board of directors. He is a grandson of Agostino Rocca. He is also the chairman of the board of directors and chief executive officer of Tenaris and a director and President of San Faustin. He is a member of the executive committee of the World Steel Association. Mr. Rocca, aged 73, is an Italian citizen.
6) Mr. Daniel Agustin Novegil. Mr. Novegil is a member of the Company's board of directors and also holds the position of its Vice Chairman. He served as chief executive officer of the Company from 2005 to 2018. With more than 40-years of experience in the steelmaking industry, in 1993 he was appointed managing director (CEO) of Ternium Argentina S.A. and was on the board of directors of Usiminas from
2013 until 2015. From 1993 he has also been a member of the board of directors of the World Steel Association and is currently a fellow of the Nominating Committee and former president of Alacero (Latin American Steel Association). Since 1999 to 2014 he was a member of the Advisory Board of the Sloan Masters Program at Stanford University, where he graduated as Master of Science in Management. Mr. Novegil, aged 73, is an Argentine citizen.
7) Mrs. Gioia María Ghezzi. Mrs. Ghezzi serves as member of the Board of Directors of the Company since 2020. She currently serves as Chairwoman of ATM S.p.A. (an Italian transport company), is a member of the Board of EDP Renovaveis SA and other companies owned by private equity funds such as Sirti SpA and Magicland SpA. Mrs. Ghezzi was a member of the Board of Ferrovie dello Stato (Italy) from May 2014 and its Chairwoman from December 2015 until July 2018. She served as a Board Member of the Humanitas Group from 2017 to 2022, and in different companies of the insurance, the infrastructure and the innovation and technology areas, in and out of Italy. Mrs. Ghezzi has held executive roles in the Zurich Insurance Group, Willis Group Holdings, McKinsey & Co. and IBM Research, among others. She is a theoretical physicist, with a London Business School Executive MBA. Mrs. Ghezzi, aged 64, is a British and Italian citizen.
8) Mrs. Lorenza Martinez Trigueros. Mrs. Martinez Trigueros currently serves as board member and president of audit committee of Bank Coppel and Coppel Servicios Financieros. From 2021 to 2023 she was CEO of the Mexican bank Actinver, and from March 2024 to August 2025 she served as COO of Intercam Financial Group. Mrs. Martinez Trigueros was the managing director of the payments, finance & risk of Accenture Mexico from 2019 to 2021, former Director of Banco de Mexico’s payments and corporate services arm until 2018 and was undersecretary of Industry and Commerce of Mexico from 2008 and 2012. Mrs. Martinez Trigueros has a degree in Economics from the Instituto Tecnológico Autónomo de Mexico and doctorate degree in Economics from the Massachusetts Institute of Technology. Mrs. Martinez Trigueros, aged 58, is a Mexican citizen.
The Board met six times during 2025. On January 12, 2006, the Board of Directors constituted an Audit Committee pursuant to Article 11 of the Company’s
articles of association. As permitted under applicable laws and regulations, the Board of Directors does not have any executive nominating or compensation committee, or any committees exercising similar functions.
Draft resolution proposed to be adopted:
“the Meeting resolved to (i) maintain at eight the number of members of the Board of Directors and to reappoint Mr. Roberto Bonatti, Mr. Vincent Robert Gilles Decalf, Mr. Gianfelice Mario Rocca, Mr. Paolo Rocca, Mr. Daniel Agustin Novegil, Ms. Alicia Lucía Móndolo, Ms. Gioia María Ghezzi and Ms. Lorenza Martínez Trigueros to the Board of Directors, each to hold office until the next annual general meeting of shareholders that will be convened to decide on the 2026 annual accounts.”
6. Authorization of the compensation to the members of the Board of Directors for the year 2026.
It is proposed that each member of the Board of Directors receive an amount of USD 115,000 as compensation for their services during the fiscal year 2026, and that the Chairman of the Board of Directors receives, further, an additional fee of USD 295,000. It is further proposed that each of the members of the Board of Directors who are members of the Audit Committee receive an additional fee of USD 55,000, and that the Chairman of such Audit Committee receives, further, an additional fee of USD 20,000. In all cases, the approved compensation for directors not residing in Luxembourg, will be net of any applicable Luxembourg social security charges and proportionally to the time served.
Draft resolution proposed to be adopted:
“the Meeting resolved that each of the members of the Board of Directors receive an amount of USD 115,000 as compensation for their services during the fiscal year 2026, and that the Chairman of the Board of Directors receives, further, an additional fee of USD 295.000; and
that each of the members of the Board of Directors who are members of the Audit Committee receive an additional fee of USD 55,000, and that the Chairman of such Audit Committee receives, further, an additional fee of USD 20,000. In all cases, the approved compensation for directors not residing in Luxembourg, will be net of any applicable Luxembourg social security charges and proportionally to the time served.”
7. Appointment of the independent auditors for the fiscal year ending December 31, 2026 and approval of their fees.
The Audit Committee has recommended the appointment of PricewaterhouseCoopers Assurance, Société coopérative, (PricewaterhouseCoopers’ Luxembourg member firm) as the Company’s independent auditors for the fiscal year ending December 31, 2026, to be engaged until the next annual general meeting of shareholders that will be convened to decide on the Company’s 2026 annual accounts.
In addition, the Audit Committee has recommended the approval of the independent auditors’ fees for audit, audit-related and other services to be rendered during the fiscal year ending December 31, 2026, broken-down into seven currencies (Argentine Pesos, Brazilian Reais, Colombian Pesos, Euro, Mexican Pesos, Uruguayan Pesos and U.S. Dollars), up to an amount for each currency of ARS 1,873,687,149 (which amount shall be adjusted for inflation); BRL 1,369,012; COP 482,636,778; EUR 996,687; MXN 19,312,644; UYU 3,987,982 and USD 143,214. Such fees cover the audit of the Company’s consolidated financial statements and annual accounts, the audit of the Company’s internal controls over financial reporting as mandated by the Sarbanes-Oxley Act of 2002, other audit-related services, and other services rendered by the independent auditors. It is proposed that the Audit Committee be authorized to approve any increase or reallocation of the independent auditors’ fees as may be necessary, appropriate or desirable under the circumstances.
Draft resolution proposed to be adopted:
“the Meeting resolved to (i) appoint PricewaterhouseCoopers Assurance, Société coopérative, as the Company’s independent auditors for the fiscal year ending December 31, 2026 to be engaged until the next annual general meeting of shareholders that will be convened to decide on the Company’s 2026 annual accounts; and (ii) approve the independent auditors’ fees for audit, audit-related and other services to be rendered during the fiscal year ending December 31, 2026, broken-down into seven currencies (Argentine Pesos, Brazilian Reais, Colombian Pesos, Euro, Mexican Pesos, Uruguayan Pesos and U.S. Dollars), up to an amount for each currency of ARS 1,873,687,149 (which amount shall be adjusted for inflation); BRL 1,369,012; COP 482,636,778; EUR 996,687; MXN 19,312,644; UYU 3,987,982 and USD 143,214, and to authorize the Audit Committee to approve any increase or reallocation of the independent auditors’ fees as may be necessary, appropriate or desirable under the circumstances.”
8. Authorization to the Company, or any subsidiary, from time to time to purchase, acquire or receive securities of the Company, in accordance with Article 430-15 of the Luxembourg law of 10 August 1915 on commercial companies, as amended (the “Company Law”) and with applicable laws and regulations.
The Company Law provides that a Luxembourg société anonyme may acquire its own shares, either directly or through a person acting on the company’s behalf, subject to, among other conditions, prior authorization granted by the general meeting of shareholders of such company, which shall approve the terms and conditions of the proposed acquisitions, including the maximum number of shares to be acquired, the duration of the period for which the authorization is given (such maximum period being, as of to date of the Meeting, 5 years) and, in case of acquisitions for value, the maximum and minimum consideration.
It is proposed that the Meeting renew the authorization to the Company and the Company’s subsidiaries to acquire, from time to time, shares, including shares represented by ADSs (collectively, “Securities”), on the following terms and conditions:
1.Purchases, acquisitions or receptions of Securities may be made in one or more transactions as the Board of Directors of the Company or the board of directors or other governing bodies of the relevant entity, as applicable, considers advisable.
2.The maximum number of Securities acquired pursuant to this authorization may not exceed 10% of the Company’s issued and outstanding shares or, in the case of acquisitions made through a stock exchange in which the Securities are traded, such lower amount as may not be exceeded pursuant to any applicable laws or regulations of such market. The number of Securities acquired as a block may amount to the maximum permitted amount of purchases.
3.The purchase price per share to be paid in cash may not exceed 125% (excluding transaction costs and expenses), nor may it be lower than 75% (excluding transaction costs and expenses), in each case of the average of the closing prices of the Securities in the stock exchange through which the Securities are acquired, during the five trading days in which transactions in the Securities were recorded in such stock exchange preceding (but excluding) the day on which the Securities are acquired. For over-the -counter or off- market transactions, the purchase price per ADS to be paid in cash may not exceed 125% (excluding transaction costs and expenses) nor may it be lower than 75% (excluding transaction cost and expenses), in each case of the average of the closing prices of the ADSs in the New York Stock Exchange during the five trading days in which transactions in ADSs were recorded in the New York Stock Exchange preceding (but excluding) the day on which the ADSs are
acquired; and, in the case of acquisition of Securities, other than in the form of ADSs, such maximum and minimum per Security purchase prices shall be equal to the prices that would have applied in case of an ADS purchase pursuant to the formula above divided by the number of underlying shares represented by an ADS at the time of the relevant purchase. Compliance with maximum and minimum purchase price requirements in any and all acquisitions made pursuant to this authorization (including, without limitation, acquisitions carried out through the use of derivative financial instruments or option strategies) shall be determined on and as of the date on which the relevant transaction is entered into, irrespective of the date on which the transaction is to be settled.
4.The above maximum and minimum purchase prices shall, in the event of a change in the par value of the shares, a capital increase by means of a capitalization of reserves, a distribution of shares under compensation or similar programs, a stock split or reverse stock split, a distribution of reserves or any other assets, the redemption of capital, or any other transaction impacting on the Company’s equity be adapted automatically, so that the impact of any such transaction on the value of the shares shall be reflected.
5.The acquisitions of Securities may not have the effect of reducing the Company’s net assets below the sum of the Company’s capital stock plus its undistributable reserves.
6.Only fully paid-up Securities may be acquired pursuant to this authorization.
7.The acquisitions of Securities may be carried out for any purpose, as may be permitted under applicable laws and regulations, including, without limitation, to reduce the share capital of the Company, to offer such Securities to third parties in the context of corporate mergers or acquisitions of other entities or participating interests therein, for distribution to the
Company’s or the Company’s subsidiaries’ directors, officers or employees or to meet obligations arising from convertible debt instruments.
8.The acquisitions of Securities may be carried out by any and all means, as may be permitted under applicable laws and regulations, including through any stock exchange in which the Securities are traded, through public offers to all shareholders of the Company to buy Securities, through the use of derivative financial instruments or option strategies, or in over the counter or off-market transactions or in any other manner.
9.The acquisitions of Securities may be carried out at any time and from time to time during the duration of the authorization, including during a tender offer period, as may be permitted under applicable laws and regulations.
10.The authorization granted to acquire Securities shall be valid for such maximum period as may be provided for under applicable Luxembourg law as in effect from time to time (such maximum period being, as of to date of the Meeting, five years).
11.The acquisitions of Securities shall be made at such times and on such other terms and conditions as may be determined by the Board of Directors of the Company or the board of directors or other governing bodies of the relevant entity, provided that any such purchase shall comply with Article 430-15 et.seq. of the Company Law and, in the case of acquisitions of Securities made through a stock exchange in which such Securities are traded, with any applicable laws and regulations of such market.
It is also proposed that the Meeting grant this renewal of authorization and further grant all powers to the Board of Directors and to the board of directors or other governing bodies of the Company’s subsidiaries,
in each case with powers to delegate in accordance with applicable laws, the Company’s articles of association or other applicable organizational documents of the relevant Company’s subsidiary, to decide on and implement this authorization, to define, if necessary, the terms and procedures for carrying out any purchase, acquisition or reception of Securities, and, in particular, to place any stock exchange orders, conclude any agreements, including, without limitation, for keeping registers of purchases and sales of Securities, make any declarations to the applicable regulatory authorities, carry out all formalities and, generally, do all such other acts and things as may be necessary, appropriate or desirable for the purposes aforesaid. It is further recommended that the Board of Directors be expressly authorized to delegate to its Chairman, with the latter having the option to sub-delegate to any other person(s), the performance of the actions entrusted to the Board of Directors, pursuant to, or in connection with, this authorization.
Draft resolution proposed to be adopted:
“the Meeting resolved to (i) renew the authorization to the Company and the Company’s subsidiaries to purchase, acquire or receive, from time to time, shares, including shares represented by ADSs (“Securities”), on the terms and conditions set forth above; (ii) grant all powers to the Board of Directors and to the board of directors or other governing bodies of the Company’s subsidiaries, in each case with powers to delegate in accordance with applicable laws, the Company´s articles of association or the articles of association or other applicable organizational documents of the relevant Company’s subsidiary, to decide on and implement this authorization, to define, if necessary, the terms and procedures for carrying out any purchase, acquisition or reception of Securities, and, in particular, to place any stock exchange orders, conclude any agreements, including, without limitation, for keeping registers of purchases and sales of Securities, make any declarations to the applicable
regulatory authorities, carry out all formalities and, generally, do all such other acts and things as may be necessary, appropriate or desirable for the purposes aforesaid; and (iii) authorize the Board of Directors to delegate to its Chairman, with the latter having the option to sub-delegate to any other person(s), the performance of the actions entrusted to the Board of Directors, pursuant to, or in connection with, this authorization.”
9. Authorization to the Board of Directors to appoint one or more of its members as the Company’s attorney-in-fact
In order to provide for the necessary flexibility in the management of the Company’s affairs, it is proposed to authorize the Board of Directors to appoint any or all members of the Board of Directors from time to time as the Company’s attorney-in-fact, delegating to such directors any management powers (including, without limitation, any day-to-day management powers) to the extent the Board of Directors may deem appropriate in connection therewith, this authorization to be valid until expressly revoked by the Company’s general meeting of shareholders, it being understood, for the avoidance of doubt, that this authorization does not impair nor limit in any way the powers of the Board of Directors to appoint any non-members of the Board of Directors as attorneys-in-fact of the Company pursuant to the provisions of article 10.1(iii) of the Company’s articles of association.
Draft resolution proposed to be adopted:
“the Meeting resolved to authorize the Board of Directors to appoint any or all members of the Board of Directors from time to time as the Company’s attorney-in-fact, delegating to such directors any management powers (including, without limitation, any day-to-day management powers) to the extent the Board of Directors may deem appropriate in connection therewith, this authorization to be valid
until expressly revoked by the Company’s general meeting of shareholders; it being understood, for the avoidance of doubt, that this authorization does not impair nor limit in any way the powers of the Board of Directors to appoint any non-members of the Board of Directors as attorneys-in-fact of the Company pursuant to the provisions of article 10.1(iii) of the Company’s articles of association.”
Any shareholder holding at least 5% of the subscribed capital (alone or together with other shareholders) who intends to present a proposal to be considered at the 2026 Meeting, must submit the proposal in writing to the Company´s registered office, not later than 12:00 p.m. (Luxembourg time) on May 7, 2026, in order for such proposal to be considered for inclusion on the agenda for the 2026 Meeting.
PricewaterhouseCoopers Assurance, Société coopérative are the Company’s independent auditors. A representative of the independent auditors will be present at the Annual General Meeting of Shareholders.
Arturo Sporleder
Secretary to the Board of Directors
March 20, 2026, Luxembourg