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
5/6/2019
Ternium
S.A.
(Translation of
Registrant's name into English)
Ternium
S.A.
29 Avenue de
la Porte-Neuve – 3rd floor
L-2227
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-F
a
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
__
No
a
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 a summary of the resolutions adopted in the annual general
meeting of shareholders of Ternium S.A., held on May 6,
2019.
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 Sporlder
Name: Arturo
Sporlder
Title: Secretary
of the Board of Directors
Dated: May 6,
2019
Summary of the
resolutions adopted in the Annual General Meeting of Shareholders
of TERNIUM S.A. (the “Company”) held on May 6, 2019, at 2:00 p.m.
(Luxembourg time) (the “Annual Meeting”), at 29, avenue de la
Porte-Neuve, L-2227 Luxembourg
Annual Meeting
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1.
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Consideration of the Board of Directors’ and independent auditor’s
reports on the Company’s consolidated financial statements.
Approval of the Company’s consolidated financial statements as of
December 31, 2018 and 2017 and for the years ended December 31,
2018, 2017 and 2016.
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The Meeting
resolved to approve the Company’s consolidated financial statements
as of December 31, 2018 and 2017 and for the years ended December
31, 2018, 2017 and 2016.
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2.
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Consideration of the independent auditor’s report on the Company’s
annual accounts. Approval of the Company’s annual accounts as at
December 31, 2018.
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The Meeting
resolved to approve the Company’s annual accounts as at December
31, 2018.
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3.
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Allocation of results and approval of dividend payment for the year
ended December 31, 2018.
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The Meeting
resolved i) to approve a dividend, payable in U.S. dollars, on May
14, 2019, in the amount of $0.12 per share issued and outstanding
(or $1.20 per ADR), (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 $235,569,213 (which
is net of the Company’s Treasury Shares) to be distributed as
dividend on May 14, 2019, be paid from the Company’s retained
earnings reserve, and (iv) that the loss of the year ended December
31, 2018, be absorbed by the Company’s retained earnings
account.
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4.
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Discharge of the members of the Board of Directors for the exercise
of their mandate during the year ended December 31,
2018.
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The Meeting
resolved to discharge all those who were members of the Board of
Directors during the year ended December 31, 2018, from any
liability in connection with the management of the Company’s
affairs during such year.
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5.
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Election of the members of the Board of Directors.
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The Meeting
resolved to maintain the number of members of the Board of
Directors at eight and to re-appoint Messrs. Ubaldo Aguirre,
Roberto Bonatti, Carlos Alberto Condorelli, Vincent Robert Gilles
Decalf, Adrian Lajous, Gianfelice Mario Rocca, Paolo Rocca, and
Daniel Agustin Novegil 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 2019 accounts.
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6.
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Authorization of the compensation of members of the Board of
Directors.
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The Meeting
resolved that each of the members of the Board of Directors receive
an amount of $115,000.00 as compensation for his services during
the fiscal year 2018, and that the Chairman of the Board of
Directors receive, further, an additional fee of $295,000.00; and
that each of the members of the Board of Directors who are members
of the Audit Committee receive an additional fee of $55,000.00, and
that the Chairman of such Audit Committee receive, further, an
additional fee of $10,000.00. In all cases, the approved
compensation for directors not residing in Luxembourg, will be net
of any applicable Luxembourg social security charges.
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7.
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Appointment of the independent auditors for the fiscal year ending
December 31, 2019, and approval of their fees.
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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, 2019,
to be engaged until the next annual general meeting of shareholders
that will be convened to decide on the 2019 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, 2019, broken-down into eleven currencies (Argentine
Pesos, Brazilian Reais, Colombian Pesos, Costar Rican Colones,
Euro, Guatemalan Quetzals, Mexican Pesos, Nicaraguan Cordobas,
Swiss Francs, Uruguayan Pesos, and U.S. Dollars), up to a maximum
amount for each currency equal to ARS 48,077,228.00; BRL
2,070,002.00; COP 277,813,046.00; CRC 1,422,950.00; EUR 712,759.00;
GTQ 18,362.00; MXN 14,491,739.00; NIO 76,325.00; CHF 15,500.00; UYU
3,481,538.00 and $166,200.00, 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.
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8.
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Authorization to the Board of Directors to appoint one or more of
its members as the Company’s attorney-in-fact.
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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.
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