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 April 30, 2024
TENARIS, S.A.
(Translation of Registrant's name into English)
26, Boulevard Royal, 4th floor
L-2449 Luxembourg
(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 ✓ Form 40-F ___
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 the Summary of the resolution adopted in the Extraordinary General Meeting of Shareholders (the “Meeting”) of Tenaris S.A. (the "Company") held on April 30, 2024, at 26, Boulevard Royal, 4th Floor, L-2449, Luxembourg, immediately after the adjournment of the Annual General Meeting of Shareholders of the Company.
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.
Date: April 30, 2024
Tenaris, S.A.
By: /s/ Giovanni Sardagna
Giovanni Sardagna
Investor Relations Officer
 |
TENARIS S.A. Société Anonyme Registered office: 26, Boulevard Royal L-2449 Luxembourg R.C.S. Luxembourg B 85 203 www.tenaris.com |
Summary of the resolution adopted in the Extraordinary General Meeting of Shareholders (the “Meeting”) of Tenaris S.A. (the "Company") held on April 30, 2024, at 26, Boulevard Royal, 4th Floor, L-2449, Luxembourg, immediately after the adjournment of the Annual General Meeting of Shareholders of the Company.
| 1. | Approval of the cancellation of 17,779,302 ordinary shares held in treasury by the Company acquired by the Company throughout the first tranche of its share buyback program, consequential reduction of the issued share capital of the Company by an amount of US$17,779,302 so as to bring it from its current amount of US$1,180,536,830 to US$1,162,757,528 represented by 1,162,757,528 ordinary shares with a nominal value of US$1.00 each; and consequential amendment of the first paragraph of article 5 “Share Capital” of the Company’s articles of association to reflect the resolutions on this item of the agenda. |
The Meeting resolved to (i) approve the cancellation of 17,779,302 ordinary shares held in treasury by the Company acquired throughout the first tranche of its share buyback program; (ii) approve the reduction of the issued share capital of the Company by an amount of US$17,779,302 so as to bring it from its current amount of US$1,180,536,830 to US$1,162,757,528, represented by 1,162,757,528 ordinary shares with a nominal value of US$1.00 each; and (iii) approve the amendment of the first paragraph of article 5 “Share Capital” of the Company’s articles of association to reflect the resolutions on this item of the agenda, so that article “Share Capital” of the Company’s articles of association shall read as follows:
«Article 5. Share Capital. The share capital of the Company is set at one billion one hundred and sixty two million seven hundred and fifty seven thousand five hundred and twenty eight US dollars (USD 1,162,757,528), represented by one billion one hundred and sixty two million seven hundred and fifty seven thousand five hundred and twenty eight (1,162,757,528) shares with a par value of one US dollar (USD 1) per share.
The authorized capital of the Company shall be two billion five hundred million US dollars (USD 2,500,000,000), including the issued share capital, represented by two billion five hundred million (2,500,000,000) shares with a par value of one US dollar (USD 1) per share.
The board of directors, or any delegate(s) duly appointed by the board of directors, may from time to time, for a period starting on the date of the Extraordinary General Meeting of Shareholders held on 2nd June 2020 and ending on the fifth anniversary of the date of the publication in the Recueil électronique des sociétés et associations (“RESA”) of the deed recording the minutes of such Extraordinary General Meeting of Shareholders, issue shares within the limits of the authorized share capital against contributions in cash, contributions in kind or by way of incorporation of available reserves at such times and on such terms and conditions, including the issue price, as the board of directors, or its delegate(s), may in its or their discretion resolve.
The Extraordinary General Meeting of Shareholders held on 2nd June 2020 has authorized the board of directors, for a period starting on the date of such Extraordinary General Meeting of Shareholders and ending on the fifth anniversary of the date of the publication in the RESA of the deed recording the minutes of such Extraordinary General Meeting of Shareholders, to waive, suppress or limit any pre-emptive subscription rights of shareholders provided for by law to the extent it deems such waiver, suppression or limitation advisable for any issue or issues of shares within the authorized share capital, and has waived any pre-emptive subscription rights provided for by law and related procedures.
Notwithstanding the waiver of any preemptive subscription rights provided for by law and related procedures, by provision of the present Articles of Association, any issuance of shares for cash within the limits of the authorized share capital shall be subject to the pre-emptive subscription rights of the then existing shareholders, except in the following cases (in which cases no pre-emptive subscription rights shall apply):
| (i) | any issuance of shares (including, without limitation, the direct issuance of shares or upon the exercise of options, rights convertible into shares, or similar instruments convertible or exchangeable into shares) against a contribution other than in cash; and |
| (ii) | any issuance of shares (including by way of free shares or at discount), up to an amount of 1.5% of the issued share capital of the Company, to directors, officers, agents, employees of the Company, its direct or indirect subsidiaries, or its affiliates (collectively, the “Beneficiaries”), including, without limitation, the direct issuance of shares or upon the exercise of options, rights convertible into shares, or similar instruments convertible or exchangeable into shares, issued for the purpose of compensation or incentive of the Beneficiaries or in relation thereto (which the board of directors shall be authorized to issue upon such terms and conditions as it deems fit). |
Any issuance of shares within the authorized share capital must be recorded by notarial deed and this Article 5 must be amended accordingly.
Each share entitles the holder thereof to cast one vote at any shareholders’ meeting, subject to applicable law.
The board of directors may authorize the issuance of bonds which may be but are not required to be, convertible into registered shares, in such denominations and payable in such monies as it shall determine in its discretion. The board of directors shall determine the type, price, interest rates, terms of issuance and repayment and any other conditions for such issues. A register of registered bonds shall be held by the Company.