Ternium S.A.

Major Shareholding Notification • Jun 28, 2021

SC 13D/A 1 ea143326-13da5san_ternium.htm AMENDMENT NO. 5 TO SCHEDULE 13D

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

Ternium S.A.

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(Name of Issuer)

Ordinary Shares, $1.00 par value per share

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(Title of Class of Securities)

880890108

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(CUSIP Number)

Fernando J. Mantilla, 26, Boulevard Royal, Ground Floor, L-2449 Luxembourg, Grand-Duchy of Luxembourg

Telephone: +352 27209600

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(Name, Address and Telephone number of Person Authorized to

Receive Notices and Communications)

June 28 th , 2021

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(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d–1(e), 240.13d–1(f) or 240.13d–1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d–7 for other parties to whom copies are to be sent.

• The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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CUSIP NO. 880890108

1.	NAMES OF REPORTING PERSONS
	ROCCA & PARTNERS STICHTING ADMINISTRATIEKANTOOR AANDELEN SAN FAUSTIN
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	00-0000000
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) ¨
	(b) ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (SEE INSTRUCTIONS):
	N/A
5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION
	THE NETHERLANDS

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	SOLE VOTING POWER: 0
8.	SHARED VOTING POWER: 1,473,146,306
9.	SOLE DISPOSITIVE POWER: 0
10.	SHARED DISPOSITIVE POWER: 1,473,146,306

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,473,146,306
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 73.5%
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): HC

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CUSIP NO. 880890108

1.	NAMES OF REPORTING PERSONS
	SAN FAUSTIN S.A.
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	00-0000000
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) ¨
	(b) ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (SEE INSTRUCTIONS):
	N/A
5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION
	GRAND DUCHY OF LUXEMBOURG

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	SOLE VOTING POWER: 0
8.	SHARED VOTING POWER: 1,473,146,306
9.	SOLE DISPOSITIVE POWER: 0
10.	SHARED DISPOSITIVE POWER: 1,473,146,306

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,473,146,306
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 73.5%
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): CO

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CUSIP NO. 880890108

1.	NAMES OF REPORTING PERSONS
	TECHINT HOLDINGS S.À R.L.
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	00-0000000
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) ¨
	(b) ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (SEE INSTRUCTIONS):
	N/A
5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION
	GRAND DUCHY OF LUXEMBOURG

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	SOLE VOTING POWER: 1,243,433,012
8.	SHARED VOTING POWER: 229,713,294
9.	SOLE DISPOSITIVE POWER: 1,243,433,012
10.	SHARED DISPOSITIVE POWER: 229,713,294

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,473,146,306
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 73.5%
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): CO

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CUSIP NO. 880890108

1.	NAMES OF REPORTING PERSONS
	TENARIS S.A.
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	00-0000000
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) ¨
	(b) ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (SEE INSTRUCTIONS):
	N/A
5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION
	GRAND DUCHY OF LUXEMBOURG

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	SOLE VOTING POWER: 0
8.	SHARED VOTING POWER: 229,713,194
9.	SOLE DISPOSITIVE POWER: 0
10.	SHARED DISPOSITIVE POWER: 229,713,194

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,473,146,306
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 73.5%
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): CO

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CUSIP NO. 880890108

1.	NAMES OF REPORTING PERSONS
	TENARIS INVESTMENTS S.À R.L.
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	00-0000000
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) ¨
	(b) ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (SEE INSTRUCTIONS):
	N/A
5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION
	GRAND DUCHY OF LUXEMBOURG

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	SOLE VOTING POWER: 229,713,194
8.	SHARED VOTING POWER: 1,243,433,112
9.	SOLE DISPOSITIVE POWER: 229,713,194
10.	SHARED DISPOSITIVE POWER: 1,243,433,112

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,473,146,306
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 73.5%
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): CO

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CUSIP NO. 880890108

1.	NAMES OF REPORTING PERSONS
	TECHINT FINANCIAL SERVICES S.L. (Unipersonal)
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	00-0000000
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) ¨
	(b) ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (SEE INSTRUCTIONS):
	N/A
5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION
	SPAIN

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	SOLE VOTING POWER: 0
8.	SHARED VOTING POWER: 100
9.	SOLE DISPOSITIVE POWER: 0
10.	SHARED DISPOSITIVE POWER: 100

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,473,146,306
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 73.5%
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): CO

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CUSIP NO. 880890108

1.	NAMES OF REPORTING PERSONS
	INVERBAN INVESTMENTS S.L. (Unipersonal)
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	00-0000000
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) ¨
	(b) ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (SEE INSTRUCTIONS):
	N/A
5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION
	SPAIN

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	SOLE VOTING POWER: 100
8.	SHARED VOTING POWER: 1,473,146,206
9.	SOLE DISPOSITIVE POWER: 100
10.	SHARED DISPOSITIVE POWER: 1,473,146,206

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,473,146,306
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 73.5%
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): CO

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This Amendment No. 5 amends and supplements the Schedule 13D originally filed on February 11 th , 2011 (this “Amendment No. 5”), as further amended by Amendments No. 1, No. 2, No. 3 and No. 4, on behalf of RP STAK, SAN FAUSTIN, TECHINT HOLDINGS, TENARIS, TENARIS INVESTMENTS, TEFIN and INVERBAN (as defined thereunder), relating to the Ordinary Shares, par value $1 per share of Ternium S.A. (the “Ordinary Shares”).

No changes occurred except on the following Items:

Item 1. Security and Issuer

The principal executive offices of the Issuer were moved to 26, Boulevard Royal, 4 th Floor, Luxembourg L-2449, Grand-Duchy of Luxembourg.

Item 2. Identity and Background

This Schedule 13D is being jointly filed by each of the following persons pursuant to Rule 13d-1(k) (collectively, the “Reporting Persons”).

(a) ROCCA & PARTNERS STICHTING ADMINISTRATIEKANTOOR AANDELEN SAN FAUSTIN (“RP STAK”)

“De Rotterdam” 41 st floor, Wilhelminakade 173 – 3072 AP Rotterdam, The Netherlands.

RP STAK is a private foundation ( stichting ) organized under the laws of The Netherlands. No person or group of persons controls RP STAK.

(b) SAN FAUSTIN S.A. (“SAN FAUSTIN”)

26, Boulevard Royal, Ground Floor, L-2449 Luxembourg.

SAN FAUSTIN is a société anonyme (public limited liability company) organized under the laws of the Grand-Duchy of Luxembourg. RP STAK continues to control SAN FAUSTIN (i.e. it continues to have the ability to influence matters affecting, or submitted to a vote of the shareholders of SAN FAUSTIN, including the election of directors and the approval of certain corporate transactions and other matters concerning SAN FAUSTIN’s policies).

(c) TECHINT HOLDINGS S.À R.L. (“TECHINT HOLDINGS”)

26, Boulevard Royal, Ground Floor, L-2449 Luxembourg

TECHINT HOLDINGS is a société à responsabilité limitée (private limited liability company) organized under the laws of the Grand-Duchy of Luxembourg. All of the shares of TECHINT HOLDINGS are held by SAN FAUSTIN.

(d) TENARIS S.A. (“TENARIS”)

26, Boulevard Royal, 4 th Floor, L-2449 Luxembourg

TENARIS is a société anonyme (public limited liability company) organized under the laws of the Grand-Duchy of Luxembourg. Approximately 60.4% of the shares of TENARIS are held by TECHINT HOLDINGS.

(e) TENARIS INVESTMENTS S.À R.L. (“TENARIS INVESTMENTS”)

26, Boulevard Royal, 4 th Floor, L-2449 Luxembourg

TENARIS INVESTMENTS S.À R.L. is a société à responsabilité limitée (private limited liability company) organized under the laws of the Grand-Duchy of Luxembourg. All of the shares of TENARIS INVESTMENTS are held by TENARIS.

(f) TECHINT FINANCIAL SERVICES S.L. (Unipersonal) (“TEFIN”)

23 Recoletos St., 3 rd floor - Madrid 28001 - Spain

TEFIN is a public limited liability company, organized under the laws of Spain. All of the shares of TEFIN are held by TECHINT HOLDINGS.

(h) INVERBAN INVESTMENTS S.L. (Unipersonal) (“INVERBAN”)

23 Recoletos St., 3 rd floor - Madrid 28001 - Spain

INVERBAN is a limited liability company organized under the laws of Spain. All of the shares of INVERBAN S.A. are held by TEFIN.

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The name, residence or business address, present principal occupation or employment (and the name, principal business and address of any corporation or other organization in which such employment is conducted) and citizenship of each voting committee member, executive officer or director, as applicable, of each Reporting Person are set forth in Schedule I and is incorporated into this Item 2 by reference.

During the last five years, none of the Reporting Persons, nor, to the knowledge of the Reporting Persons, none of the persons listed on Schedule I has (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violation with respect to such laws.

Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of information given by another Reporting Person.

Item 3. Source and Amount of Funds or Other Consideration

The events requiring the filing of this Amendment No. 5 did not involve any transfer of funds or any kind of consideration. It is due to some changes in the composition of the Board of Directors or executive officers, their residence or business address and/or their present principal occupation or employment, of some of the Reporting Persons.

There were no changes in the holdings of Ordinary Shares of RP STAK, SAN FAUSTIN, TECHINT HOLDINGS, TENARIS, TENARIS INVESTMENTS, TEFIN and INVERBAN since such Reporting Persons filed their most recent Amendment No. 4 to Schedule 13D on June 25 th , 2020.

Item 4. Purpose of Transaction

The filing of this Amendment No. 5 is due to changes in the composition of the Board of Directors or executive officers, their residence or business address and/or their present principal occupation or employment, of some of the Reporting Persons.

There were no changes in the holdings of Ordinary Shares of RP STAK, SAN FAUSTIN, TECHINT HOLDINGS, TENARIS, TENARIS INVESTMENTS, TEFIN and INVERBAN since such Reporting Persons filed their most recent Amendment No. 4 to Schedule 13D on June 25 th , 2020. RP STAK continues to control SAN FAUSTIN (i.e. it continues to have the ability to influence matters affecting, or submitted to a vote of the shareholders of SAN FAUSTIN, including the election of directors and the approval of certain corporate transactions and other matters concerning SAN FAUSTIN’s policies). Shares representing approximately 64% of SAN FAUSTIN’S votes and 41% of SAN FAUSTIN’S capital are deposited with RP STAK.

Item 5. Interest in Securities of the Issuer

(a)(b) RP STAK. See items (7) through (11) and (13) on page 2

SAN FAUSTIN. See items (7) through (11) and (13) on page 3

TECHINT HOLDINGS. See items (7) through (11) and (13) on page 4

TENARIS. See items (7) through (11) and (13) on page 5

TENARIS INVESTMENTS. See items (7) through (11) and (13) on page 6

TEFIN. See items (7) through (11) and (13) on page 7

INVERBAN. See items (7) through (11) and (13) on page 8

(c) There have been no transactions in Ordinary Shares effected by the Reporting Persons or, to the best of the Reporting Person’s knowledge, any person or entity identified on Schedule I hereto, during the last 60 days.

(d) Not applicable.

(e) Not applicable.

Item 7. Material to Be Filed as Exhibits

Exhibit Description

A	Power of Attorney of ROCCA & PARTNERS STICHTING ADMINISTRATIEKANTOOR AANDELEN SAN FAUSTIN dated June 23 rd , 2020.[*]
B	Power of Attorney of SAN FAUSTIN S.A. dated June 22 nd , 2020.*
C	Power of Attorney of TECHINT HOLDINGS S.à r.l. dated June 22 nd , 2020.*
D	Power of Attorney of TENARIS S.A. dated June 22 nd , 2020.*
E	Power of Attorney of TENARIS INVESTMENTS S.À R.L. dated June 22 nd , 2020.*
F	Power of Attorney of TECHINT FINANCIAL SERVICES S.L. (Unipersonal) dated June 22 nd , 2020.*
G	Power of Attorney of INVERBAN INVESTMENTS S.L. (Unipersonal) dated June 22 nd , 2020.*

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• Previously filed as an exhibit to the Schedule 13D of Ternium S.A. dated June 25 th , 2020 and incorporated by reference in this Amendment No. 5.

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Schedule I

ROCCA& PARTNERS STICHTING ADMINISTRATIEKANTOOR AANDELEN SAN FAUSTIN

MANAGEMENT

| Manager | Residence
or business address | Present
principal occupation | Citizenship |
| --- | --- | --- | --- |
| Zenco
Management BV | “De
Rotterdam” 41 st floor, Wilhelminakade 173 – 3072 AP Rotterdam, The Netherlands | Management
Company | Dutch |

VOTING COMMITTEE

| Members | Residence
or business address | Present
principal occupation | Citizenship |
| --- | --- | --- | --- |
| Paolo
Rocca (Chairman) | Av.
Leandro N. Alem 1067, 29 th floor, Buenos Aires, Argentina | Chairman
& CEO of Tenaris S.A. | Italian |
| Gianfelice
Rocca | Via
Monte Rosa 93, 20149 Milan, Italy | Chairman
of the Board of San Faustin S.A. | Italian |
| Roberto
Bonatti | Viale
Piave 4, 20129 Milan, Italy | Director
of San Faustin S.A. | Italian |
| Enrico
Bonatti | 8th
Floor, Farringdon Street, London, EC4A 4AB, United Kingdom | Director
of Tenaris Global Services (UK) Ltd. | Swiss |
| Giovanni
Sardagna | Gravules-ch
10, 7522 La Punt chamues-ch, Switzerland | Director
of Investors’ relations of Tenaris S.A. | Italian |
| Andres
Piñeyro | Calle
Recoletos 23, 3rd floor, 28001 Madrid, Spain | President
of Meridium S.A. | Argentine |
| Lodovico
Rocca | Via
Monte Rosa 93, 20149 Milan, Italy | President
of Techint E&C, Uruguay | Italian |

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SAN FAUSTIN S.A.

BOARD OF DIRECTORS

Name	Residence or business address	Present principal occupation	Citizenship
Gianfelice Rocca	Via Monte Rosa 93, 20149 Milan, Italy	Chairman of the Board of San Faustin S.A.	Italian
Paolo Rocca	Av. Leandro N. Alem 1067, 29 th floor, Buenos Aires, Argentina	Chairman & CEO of Tenaris S.A.	Italian
Roberto Bonatti	Viale Piave 4, 20129 Milan, Italy	Director of San Faustin S.A.	Italian
Guido Bonatti	Via Donizetti 57, Milan, Italy	Financial Advisor	Italian
Marco Drago	13, via Cattaneo, Novara, Italy	Chairman of De Agostini SpA	Italian
Giorgio Alliata di Montereale	Carlos M. Della Paolera 299, 18 th floor, Buenos Aires, Argentina	Economist	Italian
Bob Kneip	33, rue des Puits de Romain, L-8070, Bertrange, Luxembourg	Vice-Chairman of Kneip Communication Luxembourg	Luxembourger
Andres Piñeyro	Calle Recoletos 23, 3rd floor, 28001 Madrid, Spain	Presidentof Meridium S.A.	Argentine
Lodovico Rocca	Via Monte Rosa 93, 20149 Milan, Italy	President of Techint E&C, Uruguay	Italian
Giovanni Sardagna	Gravules-ch 10, 7522 La Punt chamues-ch, Switzerland	Director of Investors’ relations of Tenaris S.A.	Italian
Paolo Bassetti	Strada Gheorghe Manu 7, Bucarest, Romania	Director of BEPA Investitii Consultor SRL, Bucarest, Romania	Italian

OFFICERS

| Name | Residence
or business address | Present
principal occupation | Citizenship |
| --- | --- | --- | --- |
| Chairman
of the Board Gianfelice Rocca | Via
Monte Rosa 93, 20149 Milan, Italy | Chairman
of the Board of San Faustin S.A. | Italian |
| President Paolo Rocca | Av.
Leandro N. Alem 1067, 29 th floor, Buenos Aires, Argentina | Chairman
& CEO of Tenaris S.A. | Italian |
| Vice-president Giovanni Sardagna | Gravules-ch
10, 7522 La Punt chamues-ch, Switzerland | Director
of Investors’ relations of Tenaris S.A. | Italian |
| Secretary
of the Board of Directors Fernando Jorge Mantilla | Carlos
M. Della Paolera 299, 16 th floor, Buenos Aires, Argentina | Attorney
at law | Argentine |
| Assistant
Secretary of the Board of Directors Diego Fortunato | 26,
Boulevard Royal, Ground Floor, L-2449 Luxembourg | General
Manager San Faustin S.A. | Italian |
| Chief
Financial Officer Mario O. Lalla | Av.
Leandro N. Alem 1067, 28 th floor, Buenos Aires, Argentina | President
of Sociedad Anónima de Mandatos y Administración S.A. | Argentine |

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TECHINT HOLDINGS S.à r.l.

BOARD OF DIRECTORS

| Name | Residence
or business address | Present
principal occupation | Citizenship |
| --- | --- | --- | --- |
| Gianfelice
M. Rocca (Chairman) | Via
Monterosa 93, 20149 Milan, Italy | Chairman
of San Faustin S.A. | Italian |
| Mario
O. Lalla | Av.
Leandro N. Alem 1067, 28 th floor, Buenos Aires, Argentina | President
of Sociedad Anónima de Mandatos y Administración S.A. | Argentine |
| Alain
Renard | 74,
Grand-Rue L-1660 Luxembourg, Grand Duchy of Luxembourg | Member
of the Executive Committee of Atalux | French |
| Michele
Zerbi | 74,
Grand-Rue L-1660 Luxembourg, Grand Duchy of Luxembourg | General
Manager of MVC (Metallurgical V.C.) S.A. | Italian |

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TENARIS S.A.

BOARD OF DIRECTORS

| Name | Residence
or business address | Present
principal occupation | Citizenship |
| --- | --- | --- | --- |
| Paolo
Rocca | Av.
Leandro N. Alem 1067, 29 th floor, Buenos Aires, Argentina | Chairman
& CEO of Tenaris S.A. | Italian |
| Germán
Curá | 2200
West Loop South, Suite 800, Houston, Texas, 77027, USA | Director
and Vice Chairman of the Board of Tenaris S.A. | US |
| Guillermo
F. Vogel Hinojosa | Campos
Eliseos 400 Piso 17, Col. Chapultepec Polanco, Mexico | Director
and Vice Chairman of the Board of Tenaris S.A. | Mexican |
| Roberto
Bonatti | Viale
Piave 4, 20129 Milan, Italy | Director
of San Faustin S.A. | Italian |
| Carlos
A. Condorelli | Av.
Leandro N. Alem 1067, 28 th floor, Buenos Aires, Argentina | Director
of Tenaris S.A. and Ternium S.A | Argentine |
| Roberto
Monti | Sugarberry
Circle 263, Houston, Texas, U.S.A. | Director
of YPF S.A. | Argentine |
| Gianfelice
Rocca | Via
Monte Rosa 93, 20149 Milan, Italy | Chairman
of the Board of San Faustin S.A. | Italian |
| Jaime
Serra Puche | 600
Paseo de La Reforma, 1 floor, Plaza de la Reforma Santa Fe Bldg, Mexico | Chairman
of SAI Derecho & Economia | Mexican |
| Mónica
Tiuba | 26,
Boulevard Royal, 4 th Floor, L-2449 Luxembourg | Director
of Tenaris S.A. and Chairperson of Tenaris Audit Committee | Brazilian
and Luxembourger |
| Yves
Speeckaert | 57
rue de l’Alzette, L-4011 Esch-sur-Alzette, Luxembourg | Director
of Tenaris S.A. | Belgian |
| Simon
Ayat | 26,
Boulevard Royal, 4th Floor, L-2449 Luxembourg | Director
of Tenaris S.A. | French
and Lebanese |

OFFICERS

| Name | Residence
or business address | Present
principal occupation | Citizenship |
| --- | --- | --- | --- |
| Chief
Executive Officer Paolo Rocca | Av.
Leandro N. Alem 1067, 29 th floor, Buenos Aires, Argentina | Chairman
& CEO of Tenaris S.A. | Italian |
| Chief
Financial Officer Alicia Móndolo | Av.
Leandro N. Alem 1067, 25 th floor, Buenos Aires, Argentina | Chief
Financial Officer, Tenaris SA | Argentine |
| Secretary
of the Board of Directors Cecilia Bilesio | Campos
Eliseos 400 17 th , Col. Chapultepec Polanco, Mexico | Secretary
of the Board of Directors of Tenaris S.A. | Argentine |

Field: Page; Sequence: 14; Value: 2

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TENARIS INVESTMENTS S.à r.l.

BOARD OF MANAGERS

| Name | Residence
or business address | Present
principal occupation | Citizenship |
| --- | --- | --- | --- |
| Alicia
Móndolo | Av.
Leandro N. Alem 1067, 25 th floor, Buenos Aires, Argentina | Chief
Financial Officer, Tenaris SA | Argentine |
| Stefano
Bassi | 26,
Boulevard Royal, 4 th Floor, L-2449 Luxembourg | Manager
of Tenaris Investments S. à r.l. | Italian |
| Yves
Speeckaert | 57
rue de l’Alzette, L-4011 Esch-sur-Alzette, Luxembourg | Independent
Director | Belgian |

Field: Page; Sequence: 15; Value: 2

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TECHINT FINANCIAL SERVICES S.L. (Unipersonal)

BOARD OF DIRECTORS

Name	Residence or business address	Present principal occupation	Citizenship
Mario Osvaldo Lalla	Av. Leandro N. Alem 1067, 28 th floor, Buenos Aires, Argentina	President of Sociedad Anónima de Mandatos y Administración S.A.	Argentine
Andrés Piñeyro	Calle Recoletos 23, 3rd floor, 28001 Madrid, Spain	President of Meridium S.A.	Argentine
Andrés Jesús David Echegaray	Calle Recoletos 23, 3rd floor, 28001 Madrid, Spain	Director of Techint Financial Services S.L. (Unipersonal)	Argentine
Gonzalo de Benito	Paseo de la Castellana 12, Madrid, Spain	Attorney-at-law	Spanish

OFFICERS

| Name | Residence
or business address | Present
principal occupation | Citizenship |
| --- | --- | --- | --- |
| President Mario O. Lalla | Av.
Leandro N. Alem 1067, 28 th floor, Buenos Aires, Argentina | President
of Sociedad Anónima de Mandatos y Administración S.A. | Argentine |
| Secretary Gonzalo de Benito | Paseo
de la Castellana 12, Madrid, Spain | Attorney-at-law | Spanish |

Field: Page; Sequence: 16; Value: 2

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INVERBAN INVESTMENTS S.L. (Unipersonal)

BOARD OF DIRECTORS

| Name | Residence
or business Address | Present
principal occupation | Citizenship |
| --- | --- | --- | --- |
| Enrico
Bonatti | 8th
Floor, Farringdon Street, London, EC4A 4AB, United Kingdom | Director
of Tenaris Global Services (UK) Ltd. | Swiss |
| Michele
Zerbi | 74,
Grand-Rue, L-1660 Luxembourg, Grand Duchy of Luxembourg | General
Manager of MVC (Metallurgical V.C.) S.A. | Italian |
| Gonzalo
de Benito | Paseo
de la Castellana 12, Madrid, Spain | Attorney-at-law | Spanish |
| Carlos
Macellari | 20
Sandoval, 4a, Madrid 28010, Spain | Consultant | Argentine |

OFFICERS

| Name | Residence
or business Address | Present
principal occupation | Citizenship |
| --- | --- | --- | --- |
| President Michele Zerbi | 74,
Grand-Rue, L-1660 Luxembourg, Grand Duchy of Luxembourg | General
Manager of MVC (Metallurgical V.C.) S.A. | Italian |
| Secretary Gonzalo de Benito | Paseo
de la Castellana 12, Madrid, Spain | Attorney-at-law | Spanish |

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I, Fernando J. Mantilla, attorney duly authorized by ROCCA & PARTNERS STICHTING ADMINISTRATIEKANTOOR AANDELEN SAN FAUSTIN to sign this statement, certify that the information set forth in this statement is true, complete and correct.

Pursuant to Rule 13d-1(k)(1), the undersigned joins in the filing of this Amendment No. 5 to Schedule 13D on his own behalf and on behalf of SAN FAUSTIN S.A., TECHINT HOLDINGS S.À R.L., TENARIS S.A., TENARIS INVESTMENTS S.À R.L., TECHINT FINANCIAL SERVICES S.L. (Unipersonal) and INVERBAN INVESTMENTS S.L. (Unipersonal).

June 28 th , 2021

| /s/
Fernando J. Mantilla |
| --- |
| Attorney-in-fact |

Field: Page; Sequence: 18; Value: 2

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Field: /Page

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I, Fernando J. Mantilla, attorney duly authorized by SAN FAUSTIN S.A. to sign this statement, certify that the information set forth in this statement is true, complete and correct.

Pursuant to Rule 13d - 1(k)(1), the undersigned joins in the filing of this Amendment No. 5 to Schedule 13D on his own behalf and on behalf of ROCCA & PARTNERS STICHTING ADMINISTRATIEKANTOOR AANDELEN SAN FAUSTIN, TECHINT HOLDINGS S.À R.L., TENARIS S.A., TENARIS INVESTMENTS S.À R.L., TECHINT FINANCIAL SERVICES S.L. (Unipersonal) and INVERBAN INVESTMENTS S.L. (Unipersonal).

June 28 th , 2021

| /s/
Fernando J. Mantilla |
| --- |
| Attorney-in-fact |

Field: Page; Sequence: 19; Value: 2

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Field: /Page

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I, Fernando J. Mantilla, attorney duly authorized by TECHINT HOLDINGS S.À R.L. to sign this statement, certify that the information set forth in this statement is true, complete and correct.

Pursuant to Rule 13d-1(k)(1), the undersigned joins in the filing of this Amendment No. 5 to Schedule 13D on his own behalf and on behalf of ROCCA & PARTNERS STICHTING ADMINISTRATIEKANTOOR AANDELEN SAN FAUSTIN, SAN FAUSTIN S.A., TENARIS S.A., TENARIS INVESTMENTS S.À R.L., TECHINT FINANCIAL SERVICES S.L. (Unipersonal) and INVERBAN INVESTMENTS S.L. (Unipersonal).

June 28 th , 2021

| /s/
Fernando J. Mantilla |
| --- |
| Attorney-in-fact |

Field: Page; Sequence: 20; Value: 2

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Field: /Page

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I, Fernando J. Mantilla, attorney duly authorized by TENARIS S.A. to sign this statement, certify that the information set forth in this statement is true, complete and correct.

Pursuant to Rule 13d -1(k)(1), the undersigned joins in the filing of this Amendment No. 5 to Schedule 13D on his own behalf and on behalf of ROCCA & PARTNERS STICHTING ADMINISTRATIEKANTOOR AANDELEN SAN FAUSTIN, SAN FAUSTIN S.A., TECHINT HOLDINGS S.À R.L., TENARIS INVESTMENTS S.À R.L., TECHINT FINANCIAL SERVICES S.L. (Unipersonal) and INVERBAN INVESTMENTS S.L. (Unipersonal).

June 28 th , 2021

| /s/
Fernando J. Mantilla |
| --- |
| Attorney-in-fact |

Field: Page; Sequence: 21; Value: 2

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Field: /Page

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I, Fernando J. Mantilla, attorney duly authorized by TENARIS INVESTMENTS S.À R.L. to sign this statement, certify that the information set forth in this statement is true, complete and correct.

Pursuant to Rule 13d -1(k)(1), the undersigned joins in the filing of this Amendment No. 5 to Schedule 13D on his own behalf and on behalf of ROCCA & PARTNERS STICHTING ADMINISTRATIEKANTOOR AANDELEN SAN FAUSTIN, SAN FAUSTIN S.A., TECHINT HOLDINGS S.À R.L., TENARIS S.A., TECHINT FINANCIAL SERVICES S.L. (Unipersonal) and INVERBAN INVESTMENTS S.L. (Unipersonal).

June 28 th , 2021

| /s/
Fernando J. Mantilla |
| --- |
| Attorney-in-fact |

Field: Page; Sequence: 22; Value: 2

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Field: /Page

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I, Fernando J. Mantilla, attorney duly authorized by TECHINT FINANCIAL SERVICES S.L. (Unipersonal) to sign this statement, certify that the information set forth in this statement is true, complete and correct.

Pursuant to Rule 13d -1(k)(1), the undersigned joins in the filing of this Amendment No. 5 to Schedule 13D on his own behalf and on behalf of ROCCA & PARTNERS STICHTING ADMINISTRATIEKANTOOR AANDELEN SAN FAUSTIN, SAN FAUSTIN S.A., TECHINT HOLDINGS S.À R.L., TENARIS S.A., TENARIS INVESTMENTS S.À R.L. and INVERBAN INVESTMENTS S.L. (Unipersonal).

June 28 th , 2021

| /s/
Fernando J. Mantilla |
| --- |
| Attorney-in-fact |

Field: Page; Sequence: 23; Value: 2

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Field: /Page

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I, Fernando J. Mantilla, attorney duly authorized by INVERBAN INVESTMENTS S.L. (Unipersonal) to sign this statement, certify that the information set forth in this statement is true, complete and correct.

Pursuant to Rule 13d -1(k)(1), the undersigned joins in the filing of this Amendment No. 5 to Schedule 13D on his own behalf and on behalf of ROCCA & PARTNERS STICHTING ADMINISTRATIEKANTOOR AANDELEN SAN FAUSTIN, SAN FAUSTIN S.A., TECHINT HOLDINGS S.À R.L., TENARIS S.A., TENARIS INVESTMENTS S.À R.L. and TECHINT FINANCIAL SERVICES S.L. (Unipersonal).

June 28 th , 2021

| /s/
Fernando J. Mantilla |
| --- |
| Attorney-in-fact |

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Exhibit A

POWER OF ATTORNEY

The undersigned, J. de Jong, Director of Zenco Management B.V., sole Director of ROCCA & PARTNERS STICHTING ADMINISTRATIEKANTOOR AANDELEN SAN FAUSTIN, a private foundation (Stichting) organized under the laws of the Netherlands, hereby constitutes and appoints Fernando J. Mantilla, Mario O. Lalla and Michele Zerbi , each of them acting severally, as attorneys or attorney of the undersigned, to sign on its behalf a Statement on Schedule 13G or 13D relating to the Common Stock of TERNIUM S.A., including any agreements attached as exhibits thereto, and to sign any or all amendments to such Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission of the United States of America, granting unto said attorneys or attorney, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, hereby ratifying and confirming all that said attorneys or attorney may lawfully do or cause to be done by virtue hereof.

By:

| /s/
J. de Jong |
| --- |
| (on
behalf of Zenco Management B.V.) |

Dated: June 23 rd , 2020.

Field: Page; Sequence: 25; Value: 2

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Field: /Page

Exhibit B

[ LETTERHEAD OF SAN FAUSTIN S.A. ]

POWER OF ATTORNEY

The undersigned, Alain Renard and Michele Zerbi, Attorneys-in-fact of SAN FAUSTIN S.A., a company organized under the laws of the Grand Duchy of Luxembourg, hereby constitutes and appoints Fernando J. Mantilla, Mario O. Lalla and Michele Zerbi , each of them acting severally, as attorneys or attorney of the undersigned, to sign on its behalf a Statement on Schedule 13G or 13D relating to the Common Stock of TERNIUM S.A., including any agreements attached as exhibits thereto, and to sign any or all amendments to such Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission of the United States of America, granting unto said attorneys or attorney, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, hereby ratifying and confirming all that said attorneys or attorney may lawfully do or cause to be done by virtue hereof.

By:

| /s/
Alain Renard | /s/
Michele Zerbi |
| --- | --- |
| Attorney-in-fact | Attorney-in-fact |

Dated: June 22 nd , 2020.

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Exhibit C

[ LETTERHEAD OF TECHINT HOLDINGS S.ÀR.L. ]

POWER OF ATTORNEY

The undersigned, Alain Renard and Michele Zerbi, Directors (“ gérants ”) of TECHINT HOLDINGS S.À R.L., a company organized under the laws of the Grand Duchy of Luxembourg, hereby constitutes and appoints Fernando J. Mantilla, Mario O. Lalla and Michele Zerbi , each of them acting severally, as attorneys or attorney of the undersigned, to sign on its behalf a Statement on Schedule 13G or 13D relating to the Common Stock of TERNIUM S.A., including any agreements attached as exhibits thereto, and to sign any or all amendments to such Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission of the United States of America, granting unto said attorneys or attorney, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, hereby ratifying and confirming all that said attorneys or attorney may lawfully do or cause to be done by virtue hereof.

By:

| /s/
Alain Renard | /s/
Michele Zerbi |
| --- | --- |
| Director | Director |

Dated: June 22 nd , 2020.

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Field: /Page

Exhibit D

[ LETTERHEAD OF TENARIS S.A. ]

POWER OF ATTORNEY

The undersigned, Stefano Bassi and Javier Cayzac, attorneys-in-fact of Tenaris S.A., a company organized under the laws of the Grand Duchy of Luxembourg, hereby constitutes and appoints Fernando J. Mantilla, Mario O. Lalla and Michele Zerbi , as attorneys or attorney of the undersigned, to sign on its behalf a Statement on Schedule 13G or 13D relating to the Common Stock of TERNIUM S.A., including any agreements attached as exhibits thereto, and to sign any or all amendments to such Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission of the United States of America, granting unto said attorneys or attorney, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, hereby ratifying and confirming all that said attorneys or attorney may lawfully do or cause to be done by virtue hereof.

By:

| /s/
Stefano Bassi | /s/
Javier Cayzac |
| --- | --- |
| Attorney-in-fact | Attorneys-in-fact |

Dated: June 22 nd , 2020.

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Exhibit E

[ LETTERHEAD OF TENARIS INVESTMENTS S.ÀR.L. ]

POWER OF ATTORNEY

The undersigned, Stefano Bassi and Javier Cayzac as attorneys-in-fact of Tenaris Investments S.àr.l., a company organized under the laws of the Grand Duchy of Luxembourg, hereby constitutes and appoints Fernando J. Mantilla, Mario O. Lalla and Michele Zerbi , as attorneys or attorney of the undersigned, to sign on its behalf a Statement on Schedule 13G or 13D relating to the Common Stock of TERNIUM S.A., including any agreements attached as exhibits thereto, and to sign any or all amendments to such Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission of the United States of America, granting unto said attorneys or attorney, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, hereby ratifying and confirming all that said attorneys or attorney may lawfully do or cause to be done by virtue hereof.

By:

| /s/
Stefano Bassi | /s/
Javier Cayzac |
| --- | --- |
| Attorney-in-fact | Attorney-in-fact |

Dated: June 22 nd , 2020.

Field: Page; Sequence: 29; Value: 2

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Field: /Page

EXHIBIT F

[ LETTERHEAD OF TECHINT FINANCIAL SERVICES S.L. (Unipersonal) ]

POWER OF ATTORNEY

The undersigned, Andrés Jesús David Echegaray and Rosana Marcela Garoby, Attorneys-in-fact of Techint Financial Services S.L. (Sociedad Unipersonal), a company organized under the laws of Spain, hereby constitutes and appoints Fernando J. Mantilla, Mario O. Lalla and Michele Zerbi , each of them acting severally, as attorneys or attorney of the undersigned, to sign on its behalf a Statement on Schedule 13G or 13D relating to the Common Stock of TERNIUM S.A., including any agreements attached as exhibits thereto, and to sign any or all amendments to such Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission of the United States of America, granting unto said attorneys or attorney, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, hereby ratifying and confirming all that said attorneys or attorney may lawfully do or cause to be done by virtue hereof.

By:

| /s/
Andrés Jesús David Echegaray | /s/
Rosana Marcela Garoby |
| --- | --- |
| Attorney-in-fact | Attorney-in-fact |

Dated: June 22 nd , 2020.

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Field: /Page

EXHIBIT G

[ LETTERHEAD OF INVERBAN INVESTMENTS S.L. (Unipersonal) ]

POWER OF ATTORNEY

The undersigned Andrés Jesús David Echegaray and Rosana Marcela Garoby, Attorneys-in-fact of Inverban Investments S.L. (Sociedad Unipersonal), a company organized under the laws of Spain, hereby constitutes and appoints Fernando J. Mantilla, Mario O. Lalla and Michele Zerbi , each of them acting severally, as attorneys or attorney of the undersigned, to sign on its behalf a Statement on Schedule 13G or 13D relating to the Common Stock of TERNIUM S.A., including any agreements attached as exhibits thereto, and to sign any or all amendments to such Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission of the United States of America, granting unto said attorneys or attorney, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, hereby ratifying and confirming all that said attorneys or attorney may lawfully do or cause to be done by virtue hereof.

By:

| /s/
Andres Jesús David Echegaray | /s/
Rosana Marcela Garoby |
| --- | --- |
| Attorney-in-fact | Attorney-in-fact |

Dated: June 22 nd , 2020

Page 31 of 31

Field: Rule-Page

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