AGM Information • May 8, 2019
AGM Information
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The annual general meeting of shareholders of the Company held on 6 May 2019, at 29, avenue de la Porte-Neuve, 3rd Floor, L-2227 Luxembourg (the "Meeting"), as announced in the convening notice of the Meeting, opened at 9:30 a.m. (Luxembourg time).
Ms. Cecilia Bilesio, the secretary to the Board of Directors of the Company (the "Board of Directors"), welcomed the participants to the Meeting.
The Meeting then proceeded with the constitution of its bureau.
The Meeting elected Mr. Yves Speeckaert, Member of the Board of Directors, as chairman pro tempore to preside the Meeting (the "Chairman"), and Mr. Francesco Giuseppe Bettiol, as scrutineer (the "Scrutineer"). The Chairman elected Mrs. Bilesio as secretary to the Meeting (the "Secretary").
Mr. Ezequiel Brasca, representative of PricewaterhouseCoopers S.C., Réviseurs d'entreprises agréé, the Company's external auditor, was present at the meeting.
The Secretary proposed that, unless there were any objections, the procedures followed for convening the Meeting (which are summarized below and were set out in detail in the Proxy Statement and Meeting Brochure) would not be read aloud. The Meeting approved and no shareholder objected.
The Meeting was convened by a notice containing the agenda of the Meeting, the procedures for attending the Meeting, and all other information required by applicable law. Following applicable Luxembourg law and the laws and regulations of the jurisdictions where the shares, or securities representing shares, of the Company are listed, the convening notice of the Meeting (i) was published in Luxembourg, on the Recueil Electronique des Sociétés et Associations (Luxembourg Official Gazette) and on the newspaper Luxemburger Wort, and was filed with the Luxembourg Stock Exchange, in each case on 4 April 2019;(ii) was published in the following newspapers in the jurisdictions where the shares of the Company are listed
that require such publication, in each case on 4 April 2019: in Argentina on the newspaper El Cronista Comercial, in Italy on the newspaper Milano Finanza, and in México on the newspaper El Economista; and (iii) was filed with the applicable securities regulators and stock exchanges in all jurisdictions where the shares, or other securities representing shares, of the Company are listed: in Argentina with the Comisión Nacional de Valores and the Bolsa de Comercio de Buenos Aires, in Italia with the Commissione Nazionale per la Società e la Borsa and the Borsa Italiana, in Mexico with the Comisión Nacional Bancaria y de Valores and the Bolsa Mexicana de Valores, and in the United States with the U.S. Securities and Exchange Commission ("SEC") and the New York Stock Exchange.
The convening notice was also delivered, by individual letters sent on 4 April 2019, to all shareholders registered in the Company's share register, to the members of the Board of Directors, and to the Company's external auditors, PricewaterhouseCoopers S.C., Réviseurs d'entreprises agréé.
The convening notice of the Meeting (which contains, among other information, the agenda for the Meeting and the procedures for attending and/or voting at the Meeting), the total number of shares of the Company and voting rights as of the date of the convening notice, the Shareholder Meeting Brochure and Proxy Statement (which contains, among other information, reports on each item of the agenda for the Meeting and draft resolutions proposed to be adopted at the Meeting), the Company's 2018 annual report (which contains the Company's consolidated financial statements as of and for the year ended 31 December 2018, and the Company's annual accounts as at 31 December 2018, together with the external auditors' reports and the consolidated management report and certifications), and the forms required to be submitted to the Company for purposes of participating and/or voting at the Meeting (including the Intention to Participate Form, a Proxy Form and the model certificate that constitutes the evidence of shareholding) were available to shareholders as of the date of the convening notice and could be obtained free of charge from the Company's website at www.tenaris.com/investors, or at the Company's registered office in Luxembourg. In addition, shareholders registered in the Company's registry were able to obtain electronic copies of these documents free of charge by sending an electronic message to the following electronic address: [email protected].
The Secretary subsequently noted that folders containing copies of the convening notice of the Meeting, the Shareholder Meeting Brochure and Proxy Statement, the Company's 2018 annual report had been handed at the registration desk to all shareholders and proxy holders attending the Meeting, together with voting cards to express their vote on each item of the agenda and question sheets to submit any questions they might have relating to such items.
The Secretary then proposed that, unless there were any objections, the requirements for attendance and voting at the Meeting (which were described in the Shareholder Meeting Brochure and Proxy Statement and are summarized below), would not be read aloud. The Meeting approved and no shareholder objected.
As provided in the Company's articles of association and pursuant to applicable law (including the Luxembourg Law of 10 August 1915 on commercial companies, as amended (the "Commercial
Companies Law") resolutions at the Meeting must be passed by the simple majority of the votes validly cast, regardless of the number of shares present or represented at the Meeting.
In accordance with the Luxembourg Law of 24 May 2011, on the exercise of certain rights of shareholders in general meetings of listed companies, as amended (the "Shareholders' Rights Law"), the right to attend, speak and vote at the Meeting was restricted to those shareholders who were holders of shares of the Company on 22 April 2019 at 24:00 (midnight), Central European Time (the "Shareholders' Record Time"). A shareholder was only entitled to attend and/or to vote (personally or by proxy) at the Meeting in respect of those shares which such shareholder duly evidenced to hold at the Shareholders' Record Time; any changes to a shareholder's holding of shares after the Shareholders' Record Time were disregarded for purposes of determining the right of such shareholder to attend and/or to vote (personally or by proxy) at the Meeting.
The requirements to attend and vote at the Meeting were included in the convening notice to the Meeting and reproduced in the Shareholder Meeting Brochure and Proxy Statement. Any holder of shares of the Company on the Shareholders' Record Time who wished to attend and/or vote (personally or by proxy) at the Meeting, was required to complete and return to the Company:
i. the Intention to Participate Form, if the shareholder wished to attend the Meeting; and/or
ii. a AGMS Proxy Form, if the shareholder wished to vote by proxy at the Meeting.
A shareholder wishing to attend the Meeting was required to complete and return to the Company the Intention to Participate Form. The Intention to Participate Form must be received by the Company, properly completed and signed, on or before the Shareholder's Record Time; a shareholder who timely submitted the Intention to Participate Form, could elect either to (i) attend the Meeting and vote in person (in which case the shareholder was not required to submit the AGMS Proxy Form), or (ii) have a proxy holder attend the Meeting in person and vote by proxy, in which case the shareholder also was required to submit (in addition to the Intention to Participate Form) the AGMS Proxy Form as soon as possible and, in any event, had to be received by the Company on or before 29 April 2019 at 24:00 (midnight), Central European Time.
A shareholder who did not wish to attend the Meeting but nonetheless wished to vote by proxy at the Meeting was required to complete and return to the Company the AGMS Proxy Form (but needed not submit the Intention to Participate Form), in which case such AGMS Proxy Form had to be received by the Company on or before the Shareholders' Record Time.
Under the Shareholders' Rights Law, any shareholder wishing to attend and/or vote (personally or by proxy) at the Meeting was required to provide reasonably satisfactory evidence to the Company (prior to the Meeting) as to the number of shares of the Company held by such shareholder on the Shareholders' Record Time. Such evidence of shareholding was required to include at least: shareholder's name, shareholder's registered office/address, shareholder status, number of shares held by the shareholder on the Shareholders' Record Time, the stock exchange on which the shareholder's shares trade and signature of the relevant shareholder's bank or stockbroker (the "Evidence"). The certificate that constitutes the
Evidence of the shareholding was required to be completed and delivered to the Company as soon as possible and in any event had to be received by the Company on or before 29 April 2019, at 24:00 (midnight), Central European Time.
The documentation was required to be delivered to the Company, duly completed, by the dates mentioned above, to the postal or electronic addresses set forth in the convening notice to the Meeting and reproduced in the Shareholder Meeting Brochure and Proxy Statement.
No admission cards were issued to shareholders; shareholders and their proxy holders attending the Meeting in person were required to identify themselves at the Meeting with a valid official identification document (e.g. identity card, passport). In the event of shares owned by a corporation or any other legal entity, individuals representing such entity who wished to attend the Meeting in person and vote at the Meeting on behalf of such entity, were required to submit -in addition to the Intention to Participate Form and a Proxy Form-evidence of their authority to represent the shareholder at the Meeting by means of a proper document (such as a general or special power-of-attorney) issued by the respective entity. A copy of such power of attorney or other proper document had to be received by the Company on or before 29 April 2019, at 24:00 (midnight), Central European Time in any of the postal or electronic addresses indicated in the convening notice to the Meeting and reproduced in the Shareholder Meeting Brochure and Proxy Statement.
Holders of American Depositary Receipts ("ADRs") as of 22 April 2019 (the "ADR Holders' Record Date") were entitled to instruct Deutsche Bank Trust Company Americas, as Depositary (the "Depositary"), as to the exercise of the voting rights in respect of the Company's shares underlying such holder's ADRs; only those ADR holders of record as of the ADR Holders' Record Date were entitled to provide the Depositary with voting instructions. Voting instructions and voting cards were sent to ADR holders by the Depositary and any eligible ADR holder who wished to give voting instructions in respect of the shares underlying its ADRs was required to follow the instructions and meet the deadlines set forth in such voting instructions and voting cards.
The Scrutineer informed the Meeting that, in accordance with the attendance list, out of a total of 1,180,536,830 shares of the Company issued and outstanding, 964,065,948 shares (representing 81.66% of the Company's issued share capital) were present or represented at the Meeting. Copies of (i) the attendance list for the Meeting, (ii) all Intention to Participate Forms received by the Company by the required deadline, (iii) all Proxy Forms received by the Company by the required deadline, (iv) all certificates that constitute the Evidence of the shareholding received by the Company by the required deadline, and (iv) all powers of attorney or other documentation presented at the Meeting evidencing authority to represent a legal entity, are kept with the present minutes.
Accordingly, the Chairman declared the present Meeting validly constituted and able to validly deliberate and resolve on all items of the agenda as set out in the convening notice.
The Chairman reminded all participants that this Meeting was a private meeting and should not be recorded in any manner. He also indicated that, in accordance with the Shareholders' Rights Law, shareholders (or their proxy holders) would have the right to ask questions at the Meeting on the items of the agenda and that the right to ask questions and the Company's duty to answer any such questions were subject to the procedures adopted by the Company to ensure the proper identification of shareholders (and their proxy holders), the good order of the Meeting, as well as the protection of confidentiality of the Company's business and the safeguarding of the Company's corporate interests. Accordingly, the Chairman stated that all shareholders or other participants attending the Meeting should behave in a proper manner and abide by the following rules:
The Chairman then explained the procedure for the Meeting. First, the Secretary would explain the voting procedure and thereafter she would present the information required by article 441-10 of the Commercial Companies Law. Then a summary of the management report would be presented and the external auditors would present the opinions in their reports on the Company's consolidated financial statements of and for the year ended 31 December 2018 and the Company's annual accounts as at 31 December 2018. The Secretary would then read the agenda for the Meeting and summarize the resolutions proposed to be adopted in connection with each item of the agenda. (The agenda and draft resolutions proposed to be adopted are contained in the Shareholders Meeting Brochure and Proxy Statement handed out to the shareholders and their proxy holders). The Meeting would then consider the questions submitted by shareholders or their proxy holders and, finally, the resolutions would be voted one by one. After counting the votes, the Scrutineer would announce whether the resolutions were approved or not. The details of
the vote count would be included in the minutes and would be made available to the Meeting upon request.
The Meeting was informed that the minutes would be prepared by the Secretary and would be signed by the bureau after the Meeting was concluded. It was proposed that, unless there were any objections, the minutes would not be read aloud. No shareholder posed any objection to the proposal.
The Chairman then gave the word to the Secretary, who explained the voting procedure that would be followed.
As there were no questions from shareholders or proxy holders on the voting procedure, the Secretary provided the information required by article 441-10 of the Commercial Companies Law.
The Chairman presented a summary of the 2018 consolidated management report.
Following his presentation, Mr. Ezequiel Brasca, representative of PricewaterhouseCoopers S.C., Réviseurs d'entreprises agréé, summarized the external auditors' opinions in their reports on the Company's consolidated financial statements as of and for the year ended 31 December 2018, and the Company's annual accounts as at 31 December 2018, and confirmed that, in their view, the 2018 consolidated financial statements give a true and fair view of the consolidated financial position of the Company and its subsidiaries as of 31 December 2018, and of its consolidated financial performance and its consolidated cash flows for the years ended in the above referred dates in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board and as adopted by the European Union.
The Chairman stated that, in accordance with the Shareholders' Rights Law, shareholders holding, individually or collectively, at least five per cent (5%) of the issued shares of the Company had been entitled to (a) include items on the agenda for the Meeting; and (b) propose draft resolutions for the items included or to be included on the agenda for the Meeting. The Chairman informed the Meeting that no requests had been received by the Company to that effect on or before 16 April 2019, which was the deadline for submitting any such written requests to the Company.
With the consent of the Meeting, the Secretary then read the agenda for the Meeting as set forth in the convening notice of the Meeting and summarized the resolutions proposed to be adopted in connection with each item of the agenda (as set forth in the Shareholder Meeting Brochure and Proxy Statement). For the ease of reference, the reports on each item of the agenda are included in these minutes under the corresponding agenda items under the heading "RESOLUTIONS" below.
The agenda for the Meeting is reproduced below:
6
the annual accounts as at 31 December 2018, and of the external auditors' reports on such consolidated financial statements and annual accounts.
The Chairman opened the Q&A session and shareholders and their representatives were offered the opportunity to ask questions.
As no questions were raised, the Secretary proceeded to submit the resolutions proposed to be adopted on the items of the agenda to a vote.
The items on the agenda were submitted to the vote. Shareholders and their proxy holders were given appropriate time to fill out their voting cards and were asked to hand their completed voting cards to the Scrutineer. Voting results were announced after all items had been voted on. For the ease of reference, in these minutes (i) the above-referred Secretary's explanations and remarks on certain items of the agenda are summarized below under the corresponding agenda items, and (ii) voting results for each item of the agenda are set forth at the end of each agenda item.
The Secretary noted that the consolidated management report and related management certifications on the Company's consolidated financial statements as of and for the year ended 31 December 2018, and on the Company's annual accounts as at 31 December 2018, and the external auditors' reports on such consolidated financial statements and annual accounts, were included in the Company's 2018 annual report, copies of which had been made available to shareholders and ADR holders as of the date of the convening notice of the Meeting, as indicated in the Shareholder Meeting Brochure and Proxy Statement. She further noted that the Company's 2018 annual report included all the information required by the Commercial Companies Law and the information required under the Luxembourg law of 19 May 2006 implementing the Directive 2004/25/EC of the European Parliament and of the Council of 21 April 2004 on takeover bids. The Secretary then indicated that the non-financial statement required under article 1730-1 of the Commercial Companies Law and articles 68 and 68bis of the Luxembourg law of 19 December 2002 on the commercial and companies register and on the accounting records and annual accounts of undertakings, had been included in a separate annual sustainability report published on 3 April 2019, and made available on the Company's website.
The Meeting, having considered the consolidated management report and related management certifications on the Company's consolidated financial statements as of and for the year ended 31 December 2018, and on the annual accounts as at 31 December 2018, and of the external auditors' reports on such consolidated financial statements and annual accounts, proceeded to the vote.
Votes cast by proxy and/or in person at the Meeting: 963,958,460 shares voted in favour of the proposed resolution 14,844 shares voted against the proposed resolution 92,644 shares abstained from voting on this item of the agenda
By majority vote, the Annual General Meeting of Shareholders resolved to acknowledge the consolidated management report and related management certifications on the Company's consolidated financial statements as of and for the year ended 31 December 2018, and on the Company's annual accounts as at 31 December 2018, and the external auditors' reports on such consolidated financial statements and annual accounts.
The Secretary noted that the Company's consolidated financial statements as of and for the year ended 31 December 2018 (comprising the consolidated balance sheets and the related consolidated statements of income, of cash flows and of changes in equity and the notes to such consolidated financial statements), were included in the Company's 2018 annual report, copies of which had been made available to shareholders and ADR holders as of the date of the convening notice of the Meeting, as indicated in the Shareholder Meeting Brochure and Proxy Statement.
The Meeting, having considered the Company's consolidated financial statements as of 31 December 2018 (comprising the consolidated balance sheets of the Company and its subsidiaries and the related consolidated income statements, consolidated statements of changes in shareholders' equity, consolidated cash flow statements and the notes to such consolidated financial statements), and the reports from each of the Board and the external auditors on such consolidated financial statements submitted to the Meeting, proceeded to the vote.
Votes cast by proxy and/or in person at the Meeting: 961,565,884 shares voted in favour of the proposed resolution 1,932,622 shares voted against the proposed resolution 567,442 shares abstained from voting on this item of the agenda
By majority vote, the Annual General Meeting of Shareholders resolved to approve the Company's consolidated financial statements as of and for the year ended 31 December 2018.
The Secretary noted that the Company's annual accounts as at 31 December 2018 (comprising the balance sheet, the profit and loss account and the notes to such annual accounts) were included in the Company's 2018 annual report, copies of which had been made available to the shareholders and ADR holders as of the date of the convening notice of the Meeting, as indicated in this Shareholder Meeting Brochure and Proxy Statement.
The Meeting, having considered the Company's annual accounts as at 31 December 2018 (comprising the balance sheet, the profit and loss account and the notes to such annual accounts), and the report from the external auditors on such annual accounts, proceeded to the vote
Votes cast by proxy and/or in person at the Meeting: 961,568,100 shares voted in favour of the proposed resolution 1,933,216 shares voted against the proposed resolution 564,632 shares abstained from voting on this item of the agenda
By majority vote, the Annual General Meeting of shareholders resolved to approve the Company's annual accounts as at 31 December 2018.
The Secretary advised that, in accordance with applicable Luxembourg law and the Company's articles of association, the Company was required to allocate 5% of its annual net income to a legal reserve, until this reserve equals 10% of the subscribed capital. She then informed the Meeting, which noted and acknowledged, that, as indicated in the Company's annual accounts as at 31 December 2018, the Company's legal reserve already amounted to 10% of its subscribed capital and that, accordingly, the legal requirements in that respect were satisfied.
The Secretary indicated that the Board of Directors had proposed at its meeting held on 20 February 2019, that a dividend, payable in U.S. dollars, in the amount of US\$0.41 per share (or US\$0.82 per ADR), which represented an aggregate sum of approximately US\$484 million, be approved and that the Board of Directors be authorized to determine or amend, in its discretion, the terms and conditions of the dividend payment, including the applicable record date. This dividend would include the interim dividend of US\$0.13 per share (or US\$0.26 per ADR), or approximately US\$153 million, paid in November 2018 and that, accordingly, if this dividend proposal was approved, the Company would make a dividend payment on 22 May 2019, in the amount of US\$0.28 per share (or US\$0.56 per ADR), or approximately US\$331 million.
The Secretary reported that, the Company's annual accounts as at 31 December 2018 showed a loss, for the year 2018, of approximately US\$ 33.3 million. She indicated that considering the Company's consolidated financial statements as of and for the year ended 31 December 2018, showed a net income for the year 2018 of approximately US\$ 874 million. She further indicated that, considering the Company's retained earnings and other distributable reserves, the Company had distributable amounts which exceeded the proposed dividend. The dividend payment in the amount of US\$0.28 per share (or US\$0.56 per ADR) to be distributed on 22 May 2019, would be paid from the Company's retained earnings reserve. The loss of the year ended 31 December 2018, would be absorbed by the Company's retained earnings account.
The Meeting, having considered the allocation of results and approval of dividend payment for the year ended 31 December 2018, proceeded to the vote.
Votes cast by proxy and/or in person at the Meeting: 963,988,786 shares voted in favour of the proposed resolution 7,550 shares voted against the proposed resolution 69,612 shares abstained from voting on this item of the agenda
By majority vote, the Meeting resolved (i) to approve a dividend for the year ended 31 December 2018, in the aggregate amount of US\$0.41 per share (or US\$0.82 per ADR), which represents an aggregate sum of approximately US\$484 million, and which includes the interim dividend of US\$0.13 per share (or US\$0.26 per ADR) paid in November 2018, (ii) to authorize the Board of Directors to determine or amend, in its discretion, the terms and conditions of the dividend payment so approved, including the applicable record date, (iii) to make the dividend payment in U.S. dollars on 22 May 2019, in the amount of US\$0.28 per
share (or US\$0.56 per ADR), pursuant to this resolution out of the Company's retained earnings reserve; and (iv) that the loss of the year ended 31 December 2018, be absorbed by the Company's retained earnings account
The Secretary informed the Meeting that, in accordance with the Luxembourg Companies Law, following approval of the Company's annual accounts as at 31 December 2018, the Meeting was required to vote as to whether those who were members of the Board of Directors during the year ended 31 December 2018 were discharged from any liability in connection with the management of the Company's affairs during such year.
The Meeting, having considered the discharge of the members of the Board of Directors for the exercise of their mandate throughout the year ended 31 December 2018, proceeded to the vote.
Votes cast by proxy and/or in person at the Meeting: 963,222,784 shares voted in favour of the proposed resolution 751,400 shares voted against the proposed resolution 91,764 shares abstained from voting on this item of the agenda
By majority vote, the Annual General Meeting of shareholders resolved to discharge all those who were members of the Board of Directors throughout the year ended 31 December 2018, from any liability in connection with the management of the Company's affairs during such year.
The Secretary explained that the management of the Company is vested in the Board of Directors with the broadest power to act on behalf of the Company and accomplish or authorize all acts and transactions of management and disposal that are within its corporate purpose and not specifically reserved in the articles of association or by applicable law to the general shareholders' meeting. She then reminded the Meeting that the Company's articles of association provide for a Board of Directors consisting of a minimum of three and a maximum of fifteen directors.
She remarked that, as of the date hereof, the Board of Directors is composed of the following eleven directors:
Mr. Gianfelice Mario Rocca
Mr. Paolo Rocca
Ms. Bilesio indicated that board members Monti, Serra Puche, Speeckaert, Tiuba and Vázquez y Vázquez qualified as independent directors for purposes of the U.S. Securities Exchange Act Rule 10A-3(b)(1), and Messrs. Monti, Serra Puche, Speeckaert and Vázquez y Vázquez qualified as independent directors under the Company's articles of association.
The Secretary proposed that the number of directors be maintained at eleven and that all of the current directors be reappointed to the Board of Directors, each to hold office until the next annual general shareholders' meeting that will be convened to decide on the Company's 2019 annual accounts.
Ms. Bilesio indicated that a summary biographical information of each of the candidates to the Board of Directors had been included in the Proxy Statement and Meeting Brochure.
Finally, the Secretary informed that the Board of Directors had met eleven times during 2018; and she reminded that on 31 January 2003, the Board of Directors had created an Audit Committee pursuant to Article 11 of the Company's articles of association, operating under a charter which had been amended and restated by the Board of Directors on 31 October 2018. Finally, she reminded that, as permitted under applicable laws and regulations, the Board of Directors did not have any executive, nominating or compensation committee, or any committees exercising similar functions.
The Meeting, having considered the election of the members of the Board of Directors, proceeded to the vote.
Votes cast by proxy and/or in person at the Meeting: 790,501,902 shares voted in favour of the proposed resolution 172,918,066 shares voted against the proposed resolution 645,980 shares abstained from voting on this item of the agenda
By majority vote, the Annual General Meeting of Shareholders resolved to (i) maintain the number of members of the Board of Directors at eleven; and (ii) re-appoint Mr. Roberto Bonatti, Mr. Carlos Condorelli, Mr. Germán Curá, Mr. Roberto Monti, Mr. Gianfelice Mario Rocca, Mr. Paolo Rocca, Mr. Jaime Serra Puche, Mr. Yves Speeckaert, Ms. Mónica Tiuba, Mr. Amadeo Vázquez y Vázquez and Mr. Guillermo Vogel to the Board of Directors; each to hold office until the next annual general meeting of shareholders that will be convened to decide on the Company's 2019 annual accounts..
The Secretary stated that it had been proposed that each of the members of the Board of Directors receive an amount of US\$115,000 as compensation for his/her services during the fiscal year 2019; and that it had been further proposed that each of the members of the Board of Directors who are members of the Audit Committee receive an additional fee of US\$55,000, and that the chairman of such Audit Committee receive, further, an additional fee of US\$10,000. In all cases, the proposed compensation would be net of any applicable Luxembourg social security charges.
The Meeting, having considered the compensation of the members of the Board of Directors for the year 2019, proceeded to the vote.
Votes cast by proxy and/or in person at the Meeting: 963,867,363 shares voted in favour of the proposed resolution 102,971 shares voted against the proposed resolution 95,614 shares abstained from voting on this item of the agenda
By majority vote, the Annual General Meeting of Shareholders resolved that (i) each of the members of the Board of Directors receive an amount of US\$115,000 as compensation for his/her services during the fiscal year 2019; (ii) each of the members of the Board of Directors who are members of the Audit Committee receive an additional fee of US\$55,000 and; (iii) the chairman of such Audit Committee receive, further, an additional fee of US\$10,000. In all cases, the approved compensation will be net of any applicable Luxembourg social security charges.
The Secretary informed the Meeting that, pursuant to its charter, the Audit Committee was responsible to consider and make recommendations to the Board of Directors, to be put to shareholders for approval at the annual general meeting of shareholders, regarding the appointment, re-appointment or removal of the Company's external auditors; and that, in addition, the Audit Committee was responsible to review the appropriateness and provision of permitted non-audit fees and to review and approve any fees (whether for audit, audit-related and non-audit services) payable to the Company's external auditors.
The Secretary continued to inform that, in the performance of its function, at its 19 February 2019 meeting, the Audit Committee had resolved to recommended the re-appointment of PricewaterhouseCoopers S.C., Réviseurs d'entreprises agréé (PWC), as the Company's external auditors for the fiscal year ending 31 December 2019, and that, at such meeting the Audit Committee had also reviewed and approved PWC's fee proposal relating to audit, audit-related, tax compliance and tax advisory services, and other nonaudit services to be rendered during the fiscal year ending 31 December 2019, broken-down into five currencies (Argentine Pesos, Brazilian Reais, Euro, Mexican Pesos and U.S. Dollars), up to a maximum
amount for each currency equal to ARS61,977,974, BRL 347,031, EUR 1,401,139, MXN 3,891,610, and US\$ 489,555, authorizing management to, within the maximum amount approved for each reference currency, relocate such amounts to any audit or audit-related services, provided that such relocation be subsequently reported to the Audit Committee on a timely basis and that no relocation be made for fees originally allocated to audit or audit-related services of subsidiaries of the Company that are transferred to third parties, liquidated or dissolved. The Secretary indicated that such fees would cover the audit of the Company's consolidated financial statements and annual accounts, the audit of the Company's internal controls over financial reporting, tax compliance and tax advisory services, and other permitted non-audit services to be rendered by the external auditors during 2019. She added that, for information purposes, the aggregate amount of fees for all services to be rendered by the external auditors during the fiscal year ending 31 December 2019, was equivalent to US\$ 4.03 million.
The Secretary finally reported that, at the 19 February 2019 meeting, the Audit Committee had resolved to request the Board of Directors to submit the Audit Committee's recommendation for the appointment of PWC as the Company's independent registered public accounting firm for fiscal year 2019 and the above described fees, for final approval by the Meeting.
Accordingly, the Secretary stated that it had been proposed that the Meeting approve the appointment of PWC as the Company's external auditors for the fiscal year ending 31 December 2019, to be engaged until the next annual general meeting of shareholders that will be convened to decide on the Company's 2019 annual accounts, and that the Meeting approve PWC's fees and authorize the Audit Committee to approve any increase or reallocation of the external auditors' fees as may be necessary, appropriate or desirable under the circumstances.
The Meeting, having considered the appointment of the external auditors for the fiscal year ending 31 December 2019, and approval of their fees, proceeded to the vote.
Votes cast by proxy and/or in person at the Meeting: 962,201,528 shares voted in favour of the proposed resolution 1,799,704 shares voted against the proposed resolution 64,716 shares abstained from voting on this item of the agenda
By majority vote, the Annual General Meeting of Shareholders resolved to (i) appoint PricewaterhouseCoopers S.C., Réviseurs d'entreprises agréé, as the Company's external auditors for the fiscal year ending 31 December 2019, to be engaged until the next annual general meeting of shareholders that will be convened to decide on the Company's 2019 annual accounts; (ii) approve the external auditors' fees for audit, audit-related, tax compliance and tax advisory services, and other permitted non-audit services to be rendered during the fiscal year ending 31 December 2019, broken-down into five currencies (Argentine Pesos, Brazilian Reais, Euro, Mexican Pesos and U.S. Dollars), up to a maximum amount for each currency equal to ARS 61,977,974, BRL 347,031, EUR 1,401,139, MXN 3,891,610, and US\$ 489,555, and (iii) authorize the Audit Committee to approve any increase or reallocation of the external auditors' fees as may be necessary, appropriate or desirable under the circumstances."
In order to expedite shareholder communications and ensure their timely delivery, the Board of Directors had recommended that it be authorized to cause the distribution of all shareholder communications, including its shareholder meeting and proxy materials and annual reports to shareholders (either in the form of a separate annual report containing financial statements of the Company and its consolidated subsidiaries or in the form of an annual report on Form 20-F or similar document, as filed with the securities authorities or stock markets) by such electronic means as are permitted or required by any applicable laws or regulations (including any interpretations thereof), including, without limitation, by posting such communication on the Company's website, or by sending electronic communications (emails) with attachment(s) in a widely used format or with a hyperlink to the applicable filing by the Company on the website of the above referred authorities or stock markets, or by any other existing or future electronic means of communication as is or may be permitted by any applicable laws or regulations.
The Secretary explained that, through this resolution, the Company sought authorization under Article 16 of the Luxembourg Law of 11 January 2008 relating to the transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market, as amended, to give, send or supply information (including any notice or other document) that is required or authorized to be given, sent or supplied to a shareholder by the Company whether required under the Articles or by any applicable law or any other rules or regulations to which the Company may be subject, by making such information (including any notice or other document) available on the Company's website or through other electronic means.
The Meeting, having considered the authorization to the Board of Directors to cause the distribution of all shareholder communications by such electronic means, proceeded to the vote.
Votes cast by proxy and/or in person at the Meeting: 963,968,682 shares voted in favour of the proposed resolution 20,404 shares voted against the proposed resolution 76,862 shares abstained from voting on this item of the agenda
By majority vote, the Annual General Meeting of Shareholders resolved to authorize the Board of Directors to cause the distribution of all shareholder communications, including its shareholder meeting and proxy materials and annual reports to shareholders (either in the form of a separate annual report containing financial statements of the Company and its consolidated subsidiaries or in the form of an annual report on Form 20-F or similar document, as filed with the securities authorities or stock markets) by such electronic means as are permitted or required by any applicable laws or regulations (including any interpretations thereof), including, without limitation, by posting such communication on the Company's
website, or by sending electronic communications (e-mails) with attachment(s) in a widely used format or with a hyperlink to the applicable filing by the Company on the website of the above referred authorities or stock markets, or by any other existing or future electronic means of communication as is or may be permitted by any applicable laws or regulations.
Following receipt of the completed voting cards for all items of the agenda, the Scrutineer proceeded to count the votes cast in respect of each item of the agenda and then presented the corresponding voting results for each item. As noted above, voting results for each item of the agenda are, for the ease of reference, set forth in these minutes at the end of each agenda item.
The Scrutineer confirmed that all resolutions had been passed by majority vote.
There being no further items on the agenda, the Chairman declared the Meeting closed at 11:00 a.m. (Luxembourg time).
The present minutes are signed by the members of the bureau of the Meeting, as evidence of all-the foregoing.
Mr. Yves Speeckaert Chairman of the Meeting
Ms. Cecilia Bile Secretary to the Meeting
Mr. Francesco Giuseppe Bettio
Scrutineer
At its request, the shareholder Techint Holdings S.ar.l. also signed the present minutes.
Techint Holdings S.ar.l.
By
Name: Michele Zerbi Title: Attorney-in-fact
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