TEN Tenaris SA

Tenaris S.A. (NYSE and Mexico: TS and EXM Italy: TEN) announced that its annual general meeting of shareholders and extraordinary general meeting of shareholders, both held on May 6, 2025, approved all resolutions on their agendas.

Among other resolutions adopted at the annual general meeting, shareholders acknowledged the Company’s consolidated annual report for the year ended 31st December 2024, which includes the consolidated management report containing the financial and non-financial information required by applicable law, and the related management certifications and external auditors’ reports on the 2024 consolidated financial statements, annual accounts and sustainability statement. The shareholders also approved the consolidated financial statements as of and for the year ended December 31, 2024, and the annual accounts as at December 31, 2024.

The shareholders also approved an annual dividend of US$0.83 per share (or US$1.66 per ADR), which represents an aggregate sum of approximately US$0.9 billion, and which includes the interim dividend of US$0.27 per share (US$0.54 per ADR), or approximately US$0.3 billion, paid in November 2024. Tenaris will pay the balance of the annual dividend in the amount of US$0.56 per share entitled to dividends (or US$1.12 per ADR), in U.S. dollars, which represents approximately US$0.6 billion, on May 21st, 2025; with a record date of May 20th, 2025, and an ex-dividend date of May 19th, 2025 for securities listed in Europe and Mexico and an ex-dividend of May 20th, 2025 for securities listed in the United States.

The annual meeting resolved to maintain the number of directors at eleven and re-appoint Mr. Simon Ayat, Mr. Roberto Bonatti, Mr. Carlos Condorelli, Mr. Germán Curá, Ms. Molly Montgomery, Ms. Maria Novales-Flamarique, Mr. Gianfelice Mario Rocca, Mr. Paolo Rocca, Mr. Jaime Serra Puche, Ms. Monica Tiuba and Mr. Guillermo Vogel to the Board of Directors. All board members will hold office until the meeting that will be convened to decide on the 2025 annual accounts. In a subsequent meeting, the board of directors re-elected Mr. Simon Ayat, Mr. Jaime Serra Puche and Ms. Monica Tiuba as audit committee members, with Ms. Tiuba continuing to serve as the committee’s chair. All members of the audit committee qualify as independent directors for purposes of the U.S. Securities Exchange Act Rule 10A-3(b)(1) and under the Company’s articles of association.  

In addition, the annual general meeting approved the compensation payable to the members of the Board for the year ending December 31, 2025, and the Compensation Report for the year 2024. The shareholders appointed Forvis Mazars, Cabinet de révision agreé, as the Company’s statutory auditor for the fiscal year ending December 31, 2025, and approved their corresponding fees for audit and audit-related services.

Finally, the annual meeting renewed the authorization to purchase, acquire or receive, from time to time, Company shares, including shares represented by ADRs, on such terms and conditions as may be approved by the board of directors within the limit of the shareholders’ authorization.

The extraordinary general meeting of shareholders held immediately after the annual general meeting, resolved to approve the cancellation of 90,762,598 ordinary shares held in treasury by the Company acquired throughout the share buyback programs and resolved to approve the corresponding reduction of the issued share capital. As a result, effective May 6, 2025, the share capital of the Company is reduced from US$1,162,757,528 (represented by 1,162,757,528 shares with a par value of US$1 per share) to US$1,071,994,930 (represented by 1,071,994,930 shares with a par value of US$1 per share). In addition, the extraordinary general meeting of shareholders resolved to renew the validity period of the authorized unissued share capital, and granted related authorizations and waivers, including to suppress or limit pre-emptive subscription rights by the existing shareholders.  The extraordinary meeting also approved the corresponding amendments to article 5 of the articles of association to reflect the adopted resolutions.

Copies of the minutes of the annual general meeting and extraordinary general meeting, and a copy of the amended articles of association can be downloaded from Tenaris’s website at ir.tenaris.com/corporate-governance/annual-general-meeting.

Tenaris is a leading global supplier of steel tubes and related services for the world’s energy industry and certain other industrial applications.

Giovanni Sardagna        Tenaris 1-888-300-5432www.tenaris.com