tenaris6k.htm
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
June 4, 2009
TENARIS,
S.A.
(Translation
of Registrant's name into English)
TENARIS,
S.A.
46a,
Avenue John F. Kennedy
L-1855
Luxembourg
(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 ü 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 ü
If “Yes”
is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82-_.
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 summary of the resolutions adopted in the
Annual General Meeting of Shareholders (the “Meeting”) of Tenaris S.A. (the
“Company”) held on June 3, 2009 at 46A, Avenue John F. Kennedy L-1855,
Luxembourg at 11:00.
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.
Date:
June 4, 2009
Tenaris,
S.A.
By: /s/ Cecilia
Bilesio
Cecilia
Bilesio
Corporate
Secretary
Summary
of the resolutions adopted in the Annual General Meeting of Shareholders (the
“Meeting) of Tenaris S.A. (the "Company") held on June 3, 2009 at 46A, Avenue
John F. Kennedy L-1855, Luxembourg at 11:00.
The
Meeting approved the Company’s consolidated financial statements for the years
ended December 31, 2008, 2007 and 2006.
The
Meeting approved the Company’s annual accounts as at December 31,
2008.
The
meeting approved the proposal to approve a dividend in U.S. dollars, in the
amount of US$0.43 per share currently issued and outstanding (or US$0.86 per ADR
currently issued and outstanding), which includes (i) the interim dividend of
US$0.13 per share (US$0.26 per ADR) paid on November 27, 2008, from profits of
the nine-month period ended September 30, 2008, and (ii) a dividend of US$ 0.30
per share (US$ 0.60 per ADR) payable on June 25, 2009, from profits of the year
ended December 31, 2008. The balance of the fiscal year’s profits will be
allocated to the Company’s retained earnings account.
The
meeting further approved the proposal to authorize the Board of Directors to
determine or amend, in its discretion, the terms and conditions of the dividend
payment, including the applicable record date.
4. Discharge
to the members of the Board of Directors for the exercise of their mandate
during the year ended December 31, 2008.
The
meeting approved the proposal to discharge all of those who were members of the
Board of Directors during the fiscal year ended December 31, 2008, from any
liability in connection with the management of the Company’s affairs during such
year.
The
meeting approved the proposal to maintain the number of members of the Board of
Directors at ten, and to re-appoint all of the current members of the Board of
Directors, namely Mr. Roberto Bonatti; Mr. Carlos Condorelli, Mr. Carlos Manuel
Franck, Mr. Roberto Monti, Mr. Gianfelice Mario Rocca, Mr. Paolo Rocca, Mr.
Jaime Serra Puche, Mr. Alberto Valsecchi, Mr. Amadeo Vázquez and Mr. Guillermo
F. Vogel; each to hold office until the next general meeting of shareholders
that will be convened to decide on the 2009 accounts.
6. Compensation
of the members of the Board of Directors.
The
meeting approved the proposal (i) that each of the members of the Board of
Directors receive an amount of US$70,000 as compensation for their services
during the fiscal year 2009, (ii) that the members of the Board of Directors who
are members of the Audit Committee receive an additional fee of US$50,000, and
(iii) that the Chairman of such Audit Committee receive, further, an additional
fee of US$10,000.
7. Appointment
of the independent auditors for the fiscal year ending December 31, 2009 and
approval of their fees.
The
meeting approved the recommendation to appoint PricewaterhouseCoopers (acting,
in connection with the Company’s annual accounts and annual consolidated
financial statements required under Luxembourg law, through
PricewaterhouseCoopers S.àr.l., Réviseur d'entreprises, and, in connection with
the Company’s annual and interim consolidated financial statements required
under the laws of any other relevant jurisdiction, through Pricewaterhouse &
Co. S.R.L.) as the Company’s independent auditors for the fiscal year ending
December 31, 2009, to be engaged until the next annual general meeting that will
be convened to decide on the 2009 accounts.
The
meeting further approved the recommendation to approve the independent auditors’
fees for audit, audit-related and other services to be rendered during the
fiscal year ending December 31, 2009, broken-down into four currencies
(Argentine Pesos, Euro, Mexican Pesos, and U.S. Dollars), up to a maximum amount
for each currency equal to AR$6,860,409, €491,221, MX$4,204,640 and
US$1,446,582, which, based on the exchange rate between the U.S. dollar and each
applicable currency as of December 1, 2008, was equivalent to US$4,403,368,
covering the audit of the Company’s consolidated financial statements and annual
accounts, the audit of the Company’s internal controls over financial reporting
as mandated by Sarbanes-Oxley Act of 2002, other audit-related services, and
other services to be rendered by the independent auditors. The meeting finally
approved the recommendation 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.
The
meeting approved the recommendation to grant an authorization to the Company and
to the Company’s subsidiaries to acquire, from time to time, shares of the
Company, including shares represented by ADRs, on the proposed terms and
conditions and on such terms and conditions as may be determined by the Board of
Directors of the Company or the board of directors or other governing bodies of
the Company’s subsidiaries, provided that any such purchase shall comply with
Article 49-2 et.seq. of
the Luxembourg Companies Law (or any successor law) and, in the case of
acquisitions of shares made through a stock exchange in which the Company’s
shares or other securities representing shares are traded, with any applicable
laws and regulations of such market.
The
meeting further approved the recommendation to grant all powers to the Board of
Directors of the Company and to the board of directors or other governing bodies
of the Company’s subsidiaries, in each case with powers to delegate, to decide
on and implement the authorization, to define, if necessary, the terms and
procedures for carrying out any purchase of shares of the Company, and, in
particular, to place any stock exchange orders, conclude any agreements,
including for keeping registers of purchases and sales of shares of the Company,
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 under the circumstances. The Board of
Directors was expressly authorized 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,
the authorization.
For the
proper management of the Company’s affairs, the meeting approved the
recommendation to authorize the Board of Directors to cause the distribution of
all shareholder communications by such electronic means as are permitted or
required by any applicable laws or regulations or by any other existing or
future electronic means of communication; and the shareholders holding such
shares gave their consent under Article 16 of the Luxembourg Transparency Law of
11 January 2008, for the Company to give, send or supply information (including
any notice or other document) that it is required or authorized to be given,
sent or supplied to such shareholders, by making such information (including any
notice or other document) available on the Company’s website or through other
electronic means.