TS · Tenaris S.A.

Tenaris S.A. has convened its Annual General Meeting (AGM) at 10:00 CET on May 12, 2026, followed immediately by the Extraordinary General Meeting (EGM), both at its Luxembourg registered office. The AGM agenda covers standard items including approval of 2025 consolidated financial statements and annual accounts (showing a US$80.8 million loss), allocation of results with a proposed US$0.89 per share dividend (payable from retained earnings despite the loss, comprising a previously paid US$0.29 interim dividend and US$0.60 balance on May 20, 2026, totaling ~US$0.9 billion), discharge of directors, board composition changes, 2025 compensation report approval, statutory auditor appointment, and share buyback authorization renewal. Notably, the board will reduce from 11 to 10 members, with Carlos Condorelli not seeking re-election and the remaining 10 (including independents like Simon Ayat, Molly Montgomery, and Monica Tiuba) proposed for re-appointment until the 2026 AGM. This maintains compliance with upcoming Luxembourg gender balance requirements (at least 3 directors of the underrepresented sex in a 10-member board). The EGM seeks approval to cancel 62,355,174 treasury shares (5.82% of issued capital) repurchased under the third buyback program (US$1.2 billion total, completed March 3, 2026), reducing issued share capital from US$1,071,994,930 (1,071,994,930 shares) to US$1,009,639,756 (1,009,639,756 shares) and amending Article 5 of the articles of association. The renewed buyback authorization allows up to 10% of shares at 75-125% of the 5-day average price, supporting ongoing capital returns. Forvis Mazars is proposed as 2026 auditor with multi-currency fees capped at ~US$1.8 million. Detailed voting procedures emphasize the April 28, 2026, record time, with specific forms and certificates required by May 4; ADR holders instruct Deutsche Bank by May 6. These proposals signal continued shareholder value focus via dividends and buybacks amid a loss year, with governance stability.