Shareholders approve all resolutions on the agendas of Tenaris’s Annual General Meeting and Extraordinary General Meeting of Shareholders

Rhea-AI Summary

Tenaris (NYSE: TS) shareholders approved all resolutions at their Annual General Meeting and Extraordinary General Meeting on May 6, 2025. Key approvals include: - An annual dividend of $0.83 per share ($1.66 per ADR), totaling ~$0.9 billion - The remaining dividend payment of $0.56 per share will be paid on May 21, 2025 - Re-appointment of eleven directors to the Board - Cancellation of 90,762,598 treasury shares from share buyback programs - Reduction of share capital from $1.16 billion to $1.07 billion - Renewal of authorized unissued share capital The company also received shareholder approval for its 2024 consolidated financial statements, annual accounts, and the appointment of Forvis Mazars as statutory auditor for fiscal year 2025.

Positive

• Approval of substantial annual dividend of $0.83 per share ($0.9 billion total)
• Strategic reduction in share count through cancellation of 90.7M treasury shares
• Maintenance of strong corporate governance with independent audit committee members

Negative

• Significant reduction in share capital from $1.16B to $1.07B
• Potential dilution risk with renewal of authorized unissued share capital

Insights

Financial Analyst

Tenaris approves substantial $0.83 dividend and cancels 7.8% of outstanding shares, enhancing shareholder value through cash returns and increased ownership percentage.

The approved annual $0.83 per share ($1.66 per ADR) dividend represents a substantial capital return totaling approximately $0.9 billion. With $0.27 per share already paid in November 2024, shareholders will receive the remaining $0.56 per share (approximately $0.6 billion) on May 21, 2025.

Significantly, Tenaris is cancelling 90,762,598 treasury shares, reducing the company's outstanding shares by approximately 7.8%. This reduces total share capital from 1.16 billion shares to 1.07 billion shares. From a financial perspective, this share cancellation increases each remaining shareholder's proportional ownership in the company.

The shareholders also renewed authorization for potential future share buybacks, though the timing and extent of any such purchases remain at the board's discretion. The company completed all standard governance procedures, including reappointing board members and auditors.

The defined payment timeline provides clarity for shareholders: the record date is May 20, 2025, with slightly different ex-dividend dates across markets (May 19 for European and Mexican listings, May 20 for U.S. listings).

LUXEMBOURG, May 06, 2025 (GLOBE NEWSWIRE) -- 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 31^st 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 21^st, 2025; with a record date of May 20^th, 2025, and an ex-dividend date of May 19^th, 2025 for securities listed in Europe and Mexico and an ex-dividend of May 20^th, 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
1-888-300-5432
www.tenaris.com

FAQ

What is the dividend amount approved for Tenaris (TS) shareholders in 2025?

Tenaris approved an annual dividend of $0.83 per share ($1.66 per ADR), totaling approximately $0.9 billion. This includes a previously paid interim dividend of $0.27 per share, with the remaining $0.56 per share to be paid on May 21, 2025.

How many treasury shares did Tenaris (TS) cancel in May 2025?

Tenaris cancelled 90,762,598 ordinary shares held in treasury, which were acquired through share buyback programs.

When will Tenaris (TS) pay its next dividend payment?

Tenaris will pay the remaining dividend of $0.56 per share ($1.12 per ADR) on May 21, 2025, with a record date of May 20, 2025.

How many directors were appointed to Tenaris's (TS) Board in 2025?

Eleven directors were re-appointed to Tenaris's Board, including Simon Ayat, Roberto Bonatti, Carlos Condorelli, and others, who will hold office until the meeting deciding on the 2025 annual accounts.

What is Tenaris's (TS) new share capital after the May 2025 reduction?

Following the share cancellation, Tenaris's share capital was reduced from $1,162,757,528 to $1,071,994,930, represented by the same number of shares with a par value of $1 per share.