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TX Ternium

Filed: 3 May 21, 4:19pm

FORM 6 - K



SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


Report of Foreign Private Issuer
Pursuant to Rule 13a - 16 or 15d - 16 of
the Securities Exchange Act of 1934


As of 5/3/2021



Ternium S.A.
(Translation of Registrant's name into English)


Ternium S.A.
26, Boulevard Royal, 4th floor
L-2449 Luxembourg
(352) 2668-3152
(Address of principal executive offices)


Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or 40-F.

Form 20-Fa Form 40-F __

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12G3-2(b) under the Securities Exchange Act of 1934.

Yes __ Noa


If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):
Not applicable



The attached material is being furnished to the Securities and Exchange Commission pursuant to Rule 13a-16 and Form 6-K under the Securities Exchange Act of 1934, as amended.
This report contains the summary of the resolutions adopted in the Annual General Meeting of Shareholders of TERNIUM S.A. held on May 3, 2021.


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


TERNIUM S.A.


By: /s/ Arturo Sporleder
Name: Arturo Sporleder
Title: Secretary to the Board of Directors


Dated: May 3, 2021




Summary of the resolutions adopted in the Annual General Meeting of Shareholders of TERNIUM S.A. (the “Company”) held on May 3, 2021, by means of videoconference at 2:30 p.m. (Luxembourg time) (the “Annual Meeting”).


Annual Meeting

1.    Consideration of the Consolidated Management’s and independent auditor’s reports on the Company’s consolidated financial statements. Approval of the Company’s consolidated financial statements as of December 31, 2020 and 2019 and for the years ended December 31, 2020, 2019 and 2018

The Meeting resolved to approve the Company’s consolidated financial statements as of December 31, 2020 and 2019 and for the years ended December 31, 2020, 2019 and 2018.

2.    Consideration of the independent auditor’s report on the Company’s annual accounts. Approval of the Company’s annual accounts as at December 31, 2020.

The Meeting resolved to approve the Company’s annual accounts as at December 31, 2020.

3.    Allocation of results for the year ended December 31, 2020.

The Meeting resolved (i) to approve a dividend, payable in U.S. dollars, on May 11, 2021, in the amount of USD 0.21 per share issued and outstanding (or USD 2.10 per ADS), (ii) to authorize the Board of Directors to determine or amend, in its discretion, any of the terms and conditions of such dividend payment, including the applicable record date, (iii) that the aggregate amount of approximately USD 412 million (which is net of the Company’s Treasury Shares) to be distributed as dividend on May 11, 2021, be paid from the Company’s retained earnings reserve, and (iv) that the loss of the year ended December 31, 2020, be absorbed by the Company’s retained earnings account.

4.    Discharge of members of the Board of Directors for the exercise of their mandate during the year ended December 31, 2020.

The Meeting resolved to discharge all those who were members of the Board of Directors during the year ended December 31, 2020, from any liability in connection with the management of the Company’s affairs during such year.

5.    Election of the members of the Board of Directors.

The Meeting resolved that (i) the number of members of the Board of Directors be reduced from nine to eight and (ii) Messrs. Roberto Bonatti, Carlos Alberto Condorelli, Vincent Robert Gilles Decalf, Adrian Lajous, Gianfelice Mario Rocca, Paolo Rocca, Gioia Ghezzi and Daniel Agustin Novegil be re-elected as members of 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 2021 annual accounts.

6.    Authorization of an additional compensation to the members of the Board of Directors for the year 2020.



The Meeting resolved that each of the members of the Board of Directors receive an amount of USD 15,000 as an additional compensation for their services during the fiscal year 2020, and that the Chairman of the Board of Directors receives, further, an additional fee of USD 45,000. It was further resolved that each of the members of the Board of Directors who were members of the Audit Committee receive an additional fee of USD 10,000 for their services during the fiscal year 2020. In all cases, the approved compensation for directors not residing in Luxembourg, will be net of any applicable Luxembourg social security charges and proportionally to the time served.

7.    Authorization of the compensation of the members of the Board of Directors for the year 2021.

The Meeting resolved that each of the members of the Board of Directors receive an amount of USD 115,000 as compensation for their services during the fiscal year 2021, and that the Chairman of the Board of Directors receives, further, an additional fee of USD 295,000. It was further resolved that each of the members of the Board of Directors who are members of the Audit Committee receive an additional fee of USD 55,000, and that the Chairman of such Audit Committee receives, further, an additional fee of USD 10,000. In all cases, the approved compensation for directors not residing in Luxembourg, will be net of any applicable Luxembourg social security charges.

8.    Appointment of the independent auditors for the fiscal year ending December 31, 2021 and approval of their fees.

The Meeting resolved to (i) appoint PricewaterhouseCoopers, Société coopérative, Cabinet de révision agréé, as the Company’s independent auditors for the fiscal year ending December 31, 2021, to be engaged until the next annual general meeting of shareholders that will be convened to decide on the 2021 accounts; and (ii) approve the independent auditors’ fees for audit, audit-related and other services to be rendered during the fiscal year ending December 31, 2021, broken-down into seven currencies (Argentine Pesos, Brazilian Reais, Colombian Pesos, Euro, Mexican Pesos, Uruguayan Pesos and U.S. Dollars), up to a maximum amount for each currency equal to ARS 87,042,876; BRL 2,090,996; COP 292,953,887; EUR 649,388; MXN 13,575,398; UYU 3,676,569 and USD 54,706 and to authorize the Audit Committee to approve any increase or reallocation of the independent auditors’ fees as may be necessary, appropriate or desirable under the circumstances.

9.    Authorization to the Company, or any subsidiary, from time to time to purchase, acquire or receive securities of the Company, in accordance with Article 430-15 of the Luxembourg law of 10 August 1915 on commercial companies, as amended (the “Company Law”) and with applicable laws and regulations.

The Meeting resolved to (i) authorize the Company and to the Company’s subsidiaries to purchase, acquire or receive, from time to time, shares, including shares represented by ADSs (“Securities”), on the terms and conditions set forth above; (ii) grant all powers to the Board of Directors and to the board of directors or other governing bodies of the Company’s subsidiaries, in each case with powers to delegate in accordance with applicable laws, the Company´s articles of association or the articles of association or other applicable organizational documents of the relevant Company’s subsidiary, to decide on and implement this authorization, to define, if necessary, the terms and procedures for carrying out any purchase, acquisition or reception of Securities, and, in particular, to place any stock exchange orders, conclude any agreements, including, without limitation, for keeping registers of purchases and sales of Securities, make any declarations to the applicable regulatory authorities, carry out all formalities and,



generally, do all such other acts and things as may be necessary, appropriate or desirable for the purposes aforesaid; and (iii) authorize the Board of Directors to delegate to its Chairman, with the latter having the option to sub-delegate to any other person(s), the performance of the actions entrusted to the Board of Directors, pursuant to, or in connection with, this authorization.

10.    Authorization to the Board of Directors to appoint one or more of its members as the Company’s attorney-in-fact.

The Meeting resolved to authorize the Board of Directors to appoint any or all members of the Board of Directors from time to time as the Company’s attorney-in-fact, delegating to such directors any management powers (including, without limitation, any day-to-day management powers) to the extent the Board of Directors may deem appropriate in connection therewith, this authorization to be valid until expressly revoked by the Company’s General Shareholders Meeting; it being understood, for the avoidance of doubt, that this authorization does not impair nor limit in any way the powers of the Board of Directors to appoint any non-members of the Board of Directors as attorneys-in-fact of the Company pursuant to the provisions of article 10.1(iii) of the Articles.