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 of the Board of Directors
Dated:
May 4, 2016
Summary
of the resolutions adopted in the Annual General Meeting of Shareholders of TERNIUM S.A. (the “Company”) held on May
4, 2016, at 2:30 p.m. (Luxembourg time) (the “Annual Meeting”), at 29, avenue de la Porte-Neuve, L-2227 Luxembourg
Annual
Meeting
1.
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, 2015 and 2014 and for the years
ended December 31, 2015, 2014 and 2013.
The
Meeting resolved to approve the Company’s consolidated financial statements as of December 31, 2015 and 2014 and for the
years ended December 31, 2015, 2014 and 2013.
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, 2015.
The
Meeting resolved to approve the Company’s annual accounts as at December 31, 2015.
3.
Allocation of results and approval of dividend payment for the year ended December 31, 2015.
The
Meeting resolved (i) to approve a dividend, payable in U.S. dollars, on May 13. 2016, in the amount of USD 0.09 per share issued
and outstanding (or USD 0.9 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 USD
176,676,909.84 (which is net of the Company’s Treasury Shares) to be distributed as dividend on May 13. 2016, be paid from
the Company’s retained earnings reserve, and (iv) that the loss of the year ended December 31, 2015, be absorbed by the
Company’s retained earnings account.
4.
Discharge of the members of the Board of Directors for the exercise of their mandate during the year ended December 31, 2015.
The
Meeting resolved to discharge all those who were members of the Board of Directors during the year ended December 31, 2015, 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 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 2016 accounts.
6.
Authorization of the compensation of members of the Board of Directors.
The
Meeting resolved that each of the members of the Board of Directors receive an amount of USD 85,000.00 as compensation for his
services during the fiscal year 2016, and that the Chairman of the Board of Directors receive, further, an additional fee of USD
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 USD 55,000.00, and that the Chairman of such Audit Committee receive, further, an additional fee of USD 10,000.00. In all
cases, the approved compensation will be net of any applicable Luxembourg social security charges.
7.
Appointment of the independent auditors for the fiscal year ending December 31, 2016, 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, 31, 2016, to be engaged
until the next annual general meeting of shareholders that will be convened to decide on the 2016 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, 2016, broken-down into eight currencies (Argentine Pesos, Brazilian Reais, Colombian Pesos, Euro, Mexican Pesos, Swiss Francs,
Uruguayan Pesos, and U.S. Dollars), up to a maximum amount for each currency equal to ARS 18,320,607.00; BRL 22,476; COP 233,872,573.00;
EUR 566,494.00; MXN 12,860,675.00; CHF 29,000.00; UYU 3,399,813.00 and USD 62,400.00, 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.
8.
Authorization to the Board of Directors to delegate the day-to-day management of the Company’s business to one or more of
its members
The
Meeting resolved to authorize the Board of Directors to delegate the management of the Company’s day-to-day business and
the authority to represent and bind the Company with his sole signature in such day-to-day management to Mr. Daniel Agustin Novegil,
and to appoint Mr. Novegil as Chief Executive Officer (
Administrateur Délégué
) of the Company.
9.
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