UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
Ternium S.A.
(Name of Issuer)
Ordinary Shares, $1.00 par value per share
(Title of Class of Securities)
880890108
(CUSIP Number)
Fernando J. Mantilla, 26, Boulevard Royal, Ground Floor, L-2449 Luxembourg, Grand-Duchy of Luxembourg
Telephone: +352 27209600
(Name, Address and Telephone number of Person Authorized to
Receive Notices and Communications)
December 13th, 2021
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d–1(e), 240.13d–1(f) or 240.13d–1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d–7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP NO. 880890108 |
| 1. | NAMES OF REPORTING PERSONS |
| ROCCA & PARTNERS STICHTING ADMINISTRATIEKANTOOR AANDELEN SAN FAUSTIN | |
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | |
| 00-0000000 | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
| (a) ☐ | |
| (b) ☐ | |
| 3. | SEC USE ONLY |
| 4. | SOURCE OF FUNDS (SEE INSTRUCTIONS): |
| N/A | |
| 5. | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ☐ |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION |
| THE NETHERLANDS | |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7. |
SOLE VOTING POWER: 0
|
| 8. |
SHARED VOTING POWER: 1,513,416,166
| |
| 9. |
SOLE DISPOSITIVE POWER: 0
| |
| 10. |
SHARED DISPOSITIVE POWER: 1,513,416,166
|
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,513,416,166.00 |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
| ☐ | |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 75.5% |
| 14. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): HC |
Page 2 of 24
| CUSIP NO. 880890108 |
| 1. | NAMES OF REPORTING PERSONS |
| SAN FAUSTIN S.A. | |
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | |
| 00-0000000 | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
| (a) ☐ | |
| (b) ☐ | |
| 3. | SEC USE ONLY |
| 4. | SOURCE OF FUNDS (SEE INSTRUCTIONS): |
| N/A | |
| 5. | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ☐ |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION |
| GRAND DUCHY OF LUXEMBOURG | |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7. |
SOLE VOTING POWER: 0
|
| 8. |
SHARED VOTING POWER: 1,513,416,166
| |
| 9. |
SOLE DISPOSITIVE POWER: 0
| |
| 10. |
SHARED DISPOSITIVE POWER: 1,513,416,166
|
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,513,416,166 |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
| ☐ | |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 75.5% |
| 14. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): CO |
Page 3 of 24
| CUSIP NO. 880890108 |
| 1. | NAMES OF REPORTING PERSONS |
| TECHINT HOLDINGS S.À R.L. | |
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | |
| 00-0000000 | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
| (a) ☐ | |
| (b) ☐ | |
| 3. | SEC USE ONLY |
| 4. | SOURCE OF FUNDS (SEE INSTRUCTIONS): |
| N/A | |
| 5. | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ☐ |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION |
| GRAND DUCHY OF LUXEMBOURG | |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7. |
SOLE VOTING POWER: 1,243,433,012
|
| 8. |
SHARED VOTING POWER: 269,983,154
| |
| 9. |
SOLE DISPOSITIVE POWER: 1,243,433,012
| |
| 10. |
SHARED DISPOSITIVE POWER: 269,983,154
|
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,513,416,166 |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
| ☐ | |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 75.5% |
| 14. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): CO |
Page 4 of 24
| CUSIP NO. 880890108 |
| 1. | NAMES OF REPORTING PERSONS |
| TENARIS S.A. | |
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | |
| 00-0000000 | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
| (a) ☐ | |
| (b) ☐ | |
| 3. | SEC USE ONLY |
| 4. | SOURCE OF FUNDS (SEE INSTRUCTIONS): |
| N/A | |
| 5. | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ☐ |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION |
| GRAND DUCHY OF LUXEMBOURG | |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7. |
SOLE VOTING POWER: 0
|
| 8. |
SHARED VOTING POWER: 1,513,416,166
| |
| 9. |
SOLE DISPOSITIVE POWER: 0
| |
| 10. |
SHARED DISPOSITIVE POWER: 1,513,416,166
|
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,513,416,166 |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
| ☐ | |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 75.5% |
| 14. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): CO |
Page 5 of 24
| CUSIP NO. 880890108 |
| 1. | NAMES OF REPORTING PERSONS |
| TENARIS INVESTMENTS S.À R.L. | |
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | |
| 00-0000000 | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
| (a) ☐ | |
| (b) ☐ | |
| 3. | SEC USE ONLY |
| 4. | SOURCE OF FUNDS (SEE INSTRUCTIONS): |
| N/A | |
| 5. | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ☐ |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION |
| GRAND DUCHY OF LUXEMBOURG | |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7. |
SOLE VOTING POWER: 229,713,194
|
| 8. |
SHARED VOTING POWER: 1,283,702,972
| |
| 9. |
SOLE DISPOSITIVE POWER: 229,713,194
| |
| 10. |
SHARED DISPOSITIVE POWER: 1,283,702,972
|
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,513,416,166 |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
| ☐ | |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 75.5% |
| 14. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): CO |
Page 6 of 24
| CUSIP NO. 880890108 |
| 1. | NAMES OF REPORTING PERSONS |
| TECHINT FINANCIAL SERVICES S.L. (Unipersonal) | |
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | |
| 00-0000000 | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
| (a) ☐ | |
| (b) ☐ | |
| 3. | SEC USE ONLY |
| 4. | SOURCE OF FUNDS (SEE INSTRUCTIONS): |
| N/A | |
| 5. | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ☐ |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION |
| SPAIN | |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7. |
SOLE VOTING POWER: 0
|
| 8. |
SHARED VOTING POWER: 1,513,416,166
| |
| 9. |
SOLE DISPOSITIVE POWER: 0
| |
| 10. |
SHARED DISPOSITIVE POWER: 1,513,416,166
|
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,513,416,166 |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
| ☐ | |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 75.5% |
| 14. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): CO |
Page 7 of 24
| CUSIP NO. 880890108 |
| 1. | NAMES OF REPORTING PERSONS |
| INVERBAN INVESTMENTS S.L. (Unipersonal) | |
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | |
| 00-0000000 | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
| (a) ☐ | |
| (b) ☐ | |
| 3. | SEC USE ONLY |
| 4. | SOURCE OF FUNDS (SEE INSTRUCTIONS): |
| WC | |
| 5. | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ☐ |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION |
| SPAIN | |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7. |
SOLE VOTING POWER: 40,269,960
|
| 8. |
SHARED VOTING POWER: 1,473,146,206
| |
| 9. |
SOLE DISPOSITIVE POWER: 40,269,960
| |
| 10. |
SHARED DISPOSITIVE POWER: 1,473,146,206
|
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,513,416,166 |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
| ☐ | |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 75.5% |
| 14. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): CO |
Page 8 of 24
This Amendment No. 7 amends and supplements the Schedule 13D originally filed on February 11th, 2011 (this “Amendment No. 7”), as further amended by Amendments No. 1, No. 2, No. 3, No. 4, No. 5 and No. 6, on behalf of RP STAK, SAN FAUSTIN, TECHINT HOLDINGS, TENARIS, TENARIS INVESTMENTS, TEFIN and INVERBAN (as defined thereunder), relating to the Ordinary Shares par value $1 per share issued by Ternium S.A. (the “Ordinary Shares”).
No changes occurred except on the following Items:
Item 2. Identity and Background
This Schedule 13D is being jointly filed by each of the following persons pursuant to Rule 13d-1(k) (collectively, the “Reporting Persons”).
| (a) | ROCCA & PARTNERS STICHTING ADMINISTRATIEKANTOOR AANDELEN SAN FAUSTIN (“RP STAK”) |
“De Rotterdam” 41st floor, Wilhelminakade 173 – 3072 AP Rotterdam, The Netherlands.
RP STAK is a private foundation (stichting) organized under the laws of The Netherlands. No person or group of persons controls RP STAK.
| (b) | SAN FAUSTIN S.A. (“SAN FAUSTIN”) |
26, Boulevard Royal, Ground Floor, L-2449, Luxembourg.
SAN FAUSTIN is a société anonyme (public limited liability company) organized under the laws of the Grand-Duchy of Luxembourg. RP STAK continues to control SAN FAUSTIN (i.e. it continues to have the ability to influence matters affecting, or submitted to a vote of the shareholders of SAN FAUSTIN, including the election of directors and the approval of certain corporate transactions and other matters concerning SAN FAUSTIN’s policies).
| (c) | TECHINT HOLDINGS S.À R.L. (“TECHINT HOLDINGS”) |
26, Boulevard Royal, Ground Floor, L-2449, Luxembourg
TECHINT HOLDINGS is a société à responsabilité limitée (private limited liability company) organized under the laws of the Grand-Duchy of Luxembourg. All of the shares of TECHINT HOLDINGS are held by SAN FAUSTIN.
| (d) | TENARIS S.A. (“TENARIS”) |
26, Boulevard Royal, 4th Floor, L-2449, Luxembourg
TENARIS is a société anonyme (public limited liability company) organized under the laws of the Grand-Duchy of Luxembourg. Approximately 60.4% of the shares of TENARIS are held by TECHINT HOLDINGS.
| (e) | TENARIS INVESTMENTS S.À R.L. (“TENARIS INVESTMENTS”) |
26, Boulevard Royal, 4th Floor, L-2449, Luxembourg
TENARIS INVESTMENTS S.À R.L. is a société à responsabilité limitée (private limited liability company) organized under the laws of the Grand-Duchy of Luxembourg. All of the shares of TENARIS INVESTMENTS are held by TENARIS.
| (f) | TECHINT FINANCIAL SERVICES S.L. (Unipersonal) (“TEFIN”) |
23 Recoletos St., 3rd floor, Madrid 28001, Spain
TEFIN is a public limited liability company, organized under the laws of Spain. All of the shares of TEFIN are held by TECHINT HOLDINGS.
| (h) | INVERBAN INVESTMENTS S.L. (Unipersonal) (“INVERBAN”) |
23 Recoletos St., 3rd floor, Madrid 28001, Spain
Uruguayan Branch: Luis A. de Herrera 1248, Tower III, Office 157, WTC, Montevideo (11300), Uruguay.
INVERBAN is a limited liability company organized under the laws of Spain who may act though its branch registered in Montevideo, Republic of Uruguay. All of the shares of INVERBAN are held by TEFIN.
Page 9 of 24
The name, residence or business address, present principal occupation or employment (and the name, principal business and address of any corporation or other organization in which such employment is conducted) and citizenship of each voting committee member, executive officer, director or legal representative, as applicable, of each Reporting Person are set forth in Schedule I and is incorporated into this Item 2 by reference.
During the last five years, none of the Reporting Persons, nor, to the knowledge of the Reporting Persons, none of the persons listed on Schedule I has (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violation with respect to such laws.
Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of information given by another Reporting Person.
Item 3. Source and Amount of Funds or Other Consideration
INVERBAN acquired during the months of November and December 2021, in several transactions in the open market, 2,015,380 ADRs of the Issuer in the aggregate, corresponding to 20,153,800 Ordinary Shares of the Issuer, for an average price of USD 40.2754 per ADR, which makes an aggregate amount of USD 81,170,295.23.
INVERBAN promptly surrendered the ADRs so acquired to the ADR depositary and withdrew the underlying Ordinary Shares. INVERBAN funded the purchase of the ADRs using cash on hand.
Item 4. Purpose of Transaction
INVERBAN acquired the ADRs of the Issuer disclosed herein based on the belief that the ADRs, when acquired, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of ADRs of the Issuer at prices that would make the purchase of such securities desirable, the Reporting Persons may endeavor from time to time to increase their position in the Issuer through, among other things, the purchase of ADRs of the Issuer in the open market, in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.
Except as otherwise described in this item 4, none of the Reporting Persons currently has any plans or proposals which relate to or would result in any of the actions listed in subparagraphs (a) through (j) of item 4 of Schedule13D.
Item 5. Interest in Securities of the Issuer
| (a) (b) | RP STAK. See items (7) through (11) and (13) on page 2 |
SAN FAUSTIN. See items (7) through (11) and (13) on page 3
TECHINT HOLDINGS. See items (7) through (11) and (13) on page 4
TENARIS. See items (7) through (11) and (13) on page 5
TENARIS INVESTMENTS. See items (7) through (11) and (13) on page 6
TEFIN. See items (7) through (11) and (13) on page 7
INVERBAN. See items (7) through (11) and (13) on page 8
Information on Item (13) of each Reporting Person is based on the issued Ordinary Shares of the Issuer.
(c) Except as described in Item 3 of this Amendment No. 7 of Schedule 13D of Ternium S.A. and in Item 3 of Amendment No. 6, dated November 23rd, 2021, there have been no transactions in Ordinary Shares effected by the Reporting Persons or, to the best of the Reporting Person’s knowledge, any person or entity identified on Schedule I hereto, during the last 60 days.
(d) Not applicable.
(e) Not applicable.
| Item 7. | Material to Be Filed as Exhibits |
| * | Previously filed as an exhibit to the Amendment No. 4 of Schedule 13D of Ternium S.A. dated June 25th, 2020 and incorporated by reference in this Amendment No. 7. |
Page 10 of 24
Schedule I
ROCCA & PARTNERS STICHTING ADMINISTRATIEKANTOOR AANDELEN SAN FAUSTIN
MANAGEMENT
| Manager | Residence or business address | Present principal occupation | Citizenship |
| Zenco Management BV | “De Rotterdam” 41st floor, Wilhelminakade 173 – 3072 AP Rotterdam, The Netherlands | Management Company | Dutch |
VOTING COMMITTEE
| Members | Residence or business address | Present principal occupation | Citizenship |
| Paolo Rocca (Chairman) | Av. Leandro N. Alem 1067, 29th floor, Buenos Aires, Argentina | Chairman & CEO of Tenaris S.A. | Italian |
| Gianfelice Rocca | Via Monte Rosa 93, 20149 Milan, Italy | Chairman of the Board of San Faustin S.A. | Italian |
| Roberto Bonatti | Viale Piave 4, 20129 Milan, Italy | Director of San Faustin S.A. | Italian |
| Enrico Bonatti | 8th Floor, Farringdon Street, London, EC4A 4AB, United Kingdom | Director of Tenaris Global Services (UK) Ltd. | Swiss |
| Giovanni Sardagna | Gravules-ch
10, 7522 La Punt chamues-ch, Switzerland |
Director of Investors’ relations of Tenaris S.A. | Italian |
| Andres Piñeyro | Calle Recoletos 23, 3rd floor, 28001 Madrid, Spain | President of Meridium S.A. | Argentine |
| Lodovico Rocca | Via Monte Rosa 93, 20149 Milan, Italy | President of Techint E&C, Uruguay | Italian |
Page 11 of 24
SAN FAUSTIN S.A.
BOARD OF DIRECTORS
| Name | Residence or business address | Present principal occupation | Citizenship |
| Gianfelice Rocca | Via Monte Rosa 93, 20149 Milan, Italy | Chairman of the Board of San Faustin S.A. | Italian |
| Paolo Rocca | Av. Leandro N. Alem 1067, 29th floor, Buenos Aires, Argentina | Chairman & CEO of Tenaris S.A. | Italian |
| Roberto Bonatti | Viale Piave 4, 20129 Milan, Italy | Director of San Faustin S.A. | Italian |
| Guido Bonatti | Via Donizetti 57, Milan, Italy | Financial Advisor | Italian |
| Marco Drago | 13, via Cattaneo, Novara, Italy | Chairman, De Agostini SpA | Italian |
| Giorgio Alliata di Montereale | Carlos M. Della Paolera 299, 18th floor, Buenos Aires, Argentina | Economist | Italian |
| Bob Kneip | 33, rue des Puits de Romain L-8070, Bertrange, Luxembourg | Vice-Chairman of Kneip Communication Luxembourg | Luxembourger |
| Andres Piñeyro | Calle Recoletos 23, 3rd floor, 28001 Madrid, Spain | President of Meridium S.A. | Argentine |
| Lodovico Rocca | Via Monte Rosa 93, 20149 Milan, Italy | President of Techint E&C, Uruguay | Italian |
| Giovanni Sardagna | Gravules-ch 10, 7522 La Punt chamues-ch, Switzerland |
Director of Investors’ relations of Tenaris S.A. | Italian |
| Paolo Bassetti | Strada Gheorghe Manu 7, Bucarest, Romania | Director of BEPA Investitii Consultor SRL, Bucarest, Romania | Italian |
OFFICERS
| Name | Residence or business address | Present principal occupation | Citizenship |
| Chairman
of the Board Gianfelice Rocca |
Via Monte Rosa 93, 20149 Milan, Italy | Chairman of the Board of San Faustin S.A. | Italian |
| President Paolo Rocca |
Av. Leandro N. Alem 1067, 29th floor, Buenos Aires, Argentina | Chairman & CEO of Tenaris S.A. | Italian |
| Vice-president Giovanni Sardagna |
Gravules-ch
10, 7522 La Punt chamues-ch, Switzerland |
Director of Investors’ relations of Tenaris S.A. | Italian |
| Secretary
of the Board of Directors Fernando Jorge Mantilla |
Carlos M. Della Paolera 299, 16th floor, Buenos Aires, Argentina | Attorney at law | Argentine |
| Assistant
Secretary of the Board of Directors Diego Fortunato |
26, Boulevard Royal, Ground Floor, L-2449 Luxembourg | General Manager San Faustin S.A. | Italian |
| Chief
Financial Officer Mario O. Lalla |
Av. Leandro N. Alem 1067, 28th floor, Buenos Aires, Argentina | President of Sociedad Anónima de Mandatos y Administración S.A. | Argentine |
Page 12 of 24
TECHINT HOLDINGS S.à r.l.
BOARD OF DIRECTORS
| Name | Residence or business address | Present principal occupation | Citizenship |
| Gianfelice
M. Rocca (Chairman) |
Via Monterosa 93, 20149 Milan, Italy | Chairman of San Faustin S.A. | Italian |
| Mario O. Lalla | Av. Leandro N. Alem 1067, 28th floor, Buenos Aires, Argentina | President of Sociedad Anónima de Mandatos y Administración S.A. | Argentine |
| Alain Renard | 74, Grand-Rue, L-1660 Luxembourg, Grand Duchy of Luxembourg | Member of the Executive Committee of Atalux | French |
| Michele Zerbi | 74, Grand-Rue, L-1660 Luxembourg, Grand Duchy of Luxembourg | General Manager of MVC (Metallurgical V.C.) S.A. | Italian |
Page 13 of 24
TENARIS S.A.
BOARD OF DIRECTORS
| Name | Residence or business address | Present principal occupation | Citizenship |
| Paolo Rocca | Av. Leandro N. Alem 1067, 29th floor, Buenos Aires, Argentina | Chairman & CEO of Tenaris S.A. | Italian |
| Germán Curá | 2200 West Loop South, Suite 800, Houston, Texas, 77027, USA | Director and Vice Chairman of the Board of Tenaris S.A. | US |
| Guillermo F. Vogel Hinojosa | Campos Eliseos 400 Piso 17, Col. Chapultepec Polanco, Mexico | Director and Vice Chairman of the Board of Tenaris S.A. | Mexican |
| Roberto Bonatti | Viale Piave 4, 20129 Milan, Italy | Director of San Faustin S.A. | Italian |
| Carlos A. Condorelli | Av. Leandro N. Alem 1067, 28th floor, Buenos Aires, Argentina | Director of Tenaris S.A. and Ternium S.A | Argentine |
| Roberto Monti | Sugarberry Circle 263, Houston, Texas, U.S.A. | Director of YPF S.A. | Argentine |
| Gianfelice Rocca | Via Monte Rosa 93, 20149 Milan, Italy | Chairman of the Board of San Faustin S.A. | Italian |
| Jaime Serra Puche | 600 Paseo de La Reforma, 1 floor, Plaza de la Reforma Santa Fe Bldg, Mexico | Chairman of SAI Derecho & Economia | Mexican |
| Mónica Tiuba | 26, Boulevard Royal, 4th Floor, L-2449 Luxembourg | Director of Tenaris S.A. and Chairperson of Tenaris Audit Committee | Brazilian and Luxembourger |
| Yves Speeckaert | 57 rue de l’Alzette, L-4011 Esch-sur-Alzette, Luxembourg | Director of Tenaris S.A. | Belgian |
| Simon Ayat | 26, Boulevard Royal, 4th Floor, L-2449 Luxembourg | Director of Tenaris S.A. | French and Lebanese |
OFFICERS
| Name | Residence or business address | Present principal occupation | Citizenship |
| Chief
Executive Officer Paolo Rocca |
Av. Leandro N. Alem 1067, 29th floor, Buenos Aires, Argentina | Chairman & CEO of Tenaris S.A. | Italian |
| Chief
Financial Officer Alicia Móndolo |
Av. Leandro N. Alem 1067, 25th floor, Buenos Aires, Argentina | Chief Financial Officer, Tenaris SA | Argentine |
| Secretary
of the Board of Directors Cecilia Bilesio |
Campos Eliseos 400 17th, Col. Chapultepec Polanco, Mexico | Secretary of the Board of Directors of Tenaris S.A. | Argentine |
Page 14 of 24
TENARIS INVESTMENTS S.à r.l.
BOARD OF MANAGERS
| Name | Residence or business address | Present principal occupation | Citizenship |
| Alicia Móndolo | Av. Leandro N. Alem 1067, 25th floor, Buenos Aires, Argentina | Chief Financial Officer, Tenaris SA | Argentine |
| Stefano Bassi | 26, Boulevard Royal, 4th Floor, L-2449 Luxembourg | Manager of Tenaris Investments S. à r.l. | Italian |
| Yves Speeckaert | 57 rue de l’Alzette, L-4011 Esch-sur-Alzette, Luxembourg | Independent Director | Belgian |
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TECHINT FINANCIAL SERVICES S.L. (Unipersonal)
BOARD OF DIRECTORS
| Name | Residence or business address | Present principal occupation | Citizenship |
| Mario Osvaldo Lalla | Av. Leandro N. Alem 1067, 28th floor, Buenos Aires, Argentina | President of Sociedad Anónima de Mandatos y Administración S.A. | Argentine |
| Andrés Piñeyro | Calle Recoletos 23, 3rd floor, 28001 Madrid, Spain | President of Meridium S.A. | Argentine |
| Andrés Jesús David Echegaray | Calle Recoletos 23, 3rd floor, 28001 Madrid, Spain | Director of Techint Financial Services S.L. (Unipersonal) | Argentine |
| Gonzalo de Benito | Paseo de la Castellana 12, Madrid, Spain | Attorney-at-law | Spanish |
OFFICERS
| Name | Residence or business address | Present principal occupation | Citizenship |
| President Mario O. Lalla |
Av. Leandro N. Alem 1067, 28th floor, Buenos Aires, Argentina | President of Sociedad Anónima de Mandatos y Administración S.A. | Argentine |
| Secretary Gonzalo de Benito |
Paseo de la Castellana 12, Madrid, Spain | Attorney-at-law | Spanish |
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INVERBAN INVESTMENTS S.L. (Unipersonal)
BOARD OF DIRECTORS
| Name | Residence or business address | Present principal occupation | Citizenship |
| Enrico Bonatti | 8th Floor, Farringdon Street, London, EC4A 4AB, United Kingdom | Director of Tenaris Global Services (UK) Ltd. | Swiss |
| Michele Zerbi | 74, Grand-Rue, L-1660 Luxembourg, Grand Duchy of Luxembourg | General Manager of MVC (Metallurgical V.C.) S.A. | Italian |
| Gonzalo de Benito | Paseo de la Castellana 12, Madrid, Spain | Attorney-at-law | Spanish |
| Carlos Macellari | 20 Sandoval, 4a, Madrid 28010, Spain | Consultant | Argentine |
OFFICERS
| Name | Residence or business address | Present principal occupation | Citizenship |
| President Michele Zerbi |
74, Grand-Rue, L-1660 Luxembourg, Grand Duchy of Luxembourg | General Manager of MVC (Metallurgical V.C.) S.A. | Italian |
Secretary |
Paseo de la Castellana 12, Madrid, Spain | Attorney-at-law | Spanish |
URUGUAYAN BRANCH: LEGAL REPRESENTATIVES
| Name | Residence or business address | Present principal occupation | Citizenship |
|
Maria Elena Cáccamo
|
Luis A. de Herrera 1248, Tower III, Office 157, WTC, Montevideo (11300) Uruguay | Legal representative of Inverban Investments SL – Sucursal Uruguay | Argentine |
| Matías José Ripoll Munho | Luis A. de Herrera 1248, Tower III, Office 157, WTC, Montevideo (11300) Uruguay | Legal representative of Inverban Investments SL – Sucursal Uruguay | Uruguayan |
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I, Fernando J. Mantilla, attorney duly authorized by ROCCA & PARTNERS STICHTING ADMINISTRATIEKANTOOR AANDELEN SAN FAUSTIN to sign this statement, certify that the information set forth in this statement is true, complete and correct.
Pursuant to Rule 13d-1(k)(1), the undersigned joins in the filing of this Amendment No. 7 to Schedule 13D on his own behalf and on behalf of SAN FAUSTIN S.A., TECHINT HOLDINGS S.À R.L., TENARIS S.A., TENARIS INVESTMENTS S.À R.L., TECHINT FINANCIAL SERVICES S.L. (Unipersonal) and INVERBAN INVESTMENTS S.L. (Unipersonal).
December 15th, 2021
| /s/ Fernando J. Mantilla | |
| Attorney-in-fact |
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I, Fernando J. Mantilla, attorney duly authorized by SAN FAUSTIN S.A. to sign this statement, certify that the information set forth in this statement is true, complete and correct.
Pursuant to Rule 13d - 1(k)(1), the undersigned joins in the filing of this Amendment No. 7 to Schedule 13D on his own behalf and on behalf of ROCCA & PARTNERS STICHTING ADMINISTRATIEKANTOOR AANDELEN SAN FAUSTIN, TECHINT HOLDINGS S.À R.L., TENARIS S.A., TENARIS INVESTMENTS S.À R.L., TECHINT FINANCIAL SERVICES S.L. (Unipersonal) and INVERBAN INVESTMENTS S.L. (Unipersonal).
December 15th, 2021
| /s/ Fernando J. Mantilla | |
| Attorney-in-fact |
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I, Fernando J. Mantilla, attorney duly authorized by TECHINT HOLDINGS S.À R.L. to sign this statement, certify that the information set forth in this statement is true, complete and correct.
Pursuant to Rule 13d-1(k)(1), the undersigned joins in the filing of this Amendment No. 7 to Schedule 13D on his own behalf and on behalf of ROCCA & PARTNERS STICHTING ADMINISTRATIEKANTOOR AANDELEN SAN FAUSTIN, SAN FAUSTIN S.A., TENARIS S.A., TENARIS INVESTMENTS S.À R.L., TECHINT FINANCIAL SERVICES S.L. (Unipersonal) and INVERBAN INVESTMENTS S.L. (Unipersonal).
December 15th, 2021
| /s/ Fernando J. Mantilla | |
| Attorney-in-fact |
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I, Fernando J. Mantilla, attorney duly authorized by TENARIS S.A. to sign this statement, certify that the information set forth in this statement is true, complete and correct.
Pursuant to Rule 13d -1(k)(1), the undersigned joins in the filing of this Amendment No. 7 to Schedule 13D on his own behalf and on behalf of ROCCA & PARTNERS STICHTING ADMINISTRATIEKANTOOR AANDELEN SAN FAUSTIN, SAN FAUSTIN S.A., TECHINT HOLDINGS S.À R.L., TENARIS INVESTMENTS S.À R.L., TECHINT FINANCIAL SERVICES S.L. (Unipersonal) and INVERBAN INVESTMENTS S.L. (Unipersonal).
December 15th, 2021
| /s/ Fernando J. Mantilla | |
| Attorney-in-fact |
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I, Fernando J. Mantilla, attorney duly authorized by TENARIS INVESTMENTS S.À R.L. to sign this statement, certify that the information set forth in this statement is true, complete and correct.
Pursuant to Rule 13d -1(k)(1), the undersigned joins in the filing of this Amendment No. 7 to Schedule 13D on his own behalf and on behalf of ROCCA & PARTNERS STICHTING ADMINISTRATIEKANTOOR AANDELEN SAN FAUSTIN, SAN FAUSTIN S.A., TECHINT HOLDINGS S.À R.L., TENARIS S.A., TECHINT FINANCIAL SERVICES S.L. (Unipersonal) and INVERBAN INVESTMENTS S.L. (Unipersonal).
December 15th, 2021
| /s/ Fernando J. Mantilla | |
| Attorney-in-fact |
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I, Fernando J. Mantilla, attorney duly authorized by TECHINT FINANCIAL SERVICES S.L. (Unipersonal) to sign this statement, certify that the information set forth in this statement is true, complete and correct.
Pursuant to Rule 13d -1(k)(1), the undersigned joins in the filing of this Amendment No. 7 to Schedule 13D on his own behalf and on behalf of ROCCA & PARTNERS STICHTING ADMINISTRATIEKANTOOR AANDELEN SAN FAUSTIN, SAN FAUSTIN S.A., TECHINT HOLDINGS S.À R.L., TENARIS S.A., TENARIS INVESTMENTS S.À R.L. and INVERBAN INVESTMENTS S.L. (Unipersonal).
December 15th, 2021
| /s/ Fernando J. Mantilla | |
| Attorney-in-fact |
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I, Fernando J. Mantilla, attorney duly authorized by INVERBAN INVESTMENTS S.L. (Unipersonal) to sign this statement, certify that the information set forth in this statement is true, complete and correct.
Pursuant to Rule 13d -1(k)(1), the undersigned joins in the filing of this Amendment No. 7 to Schedule 13D on his own behalf and on behalf of ROCCA & PARTNERS STICHTING ADMINISTRATIEKANTOOR AANDELEN SAN FAUSTIN, SAN FAUSTIN S.A., TECHINT HOLDINGS S.À R.L., TENARIS S.A., TENARIS INVESTMENTS S.À R.L. and TECHINT FINANCIAL SERVICES S.L. (Unipersonal).
December 15th, 2021
| /s/ Fernando J. Mantilla | |
| Attorney-in-fact |
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