Business Context and Reporting Period
This Form 6-K filing by Ternium S.A. summarizes the resolutions adopted at the Annual General Meeting and Extraordinary General Meeting of Shareholders held on June 5, 2020. The filing covers the approval of consolidated financial statements for the years ended December 31, 2019, 2018, and 2017, as well as corporate governance decisions and capital structure authorizations effective from June 5, 2020.
Key Financial Metrics
The filing text does not provide specific numerical values for revenue, profit, cash flow, margins, debt, or liquidity for the period ended December 31, 2019. It confirms only that the consolidated financial statements for this period were approved by shareholders and that the annual accounts for 2019 showed a loss, which was resolved to be absorbed by the Company's retained earnings account.
Material Changes and Corporate Actions
- Financial Results: The Company reported a loss for the year ended December 31, 2019, which was allocated to retained earnings.
- Board Composition: The Board of Directors was increased to nine members. Eight directors were re-elected, and Mrs. Gioia Ghezzi was appointed as a new member.
- Director Compensation: Compensation for the 2020 fiscal year was set at USD 100,000 per director. The Chairman receives an additional USD 250,000. Audit Committee members receive an additional USD 45,000, with the Chairman of the Audit Committee receiving an additional USD 10,000.
- Auditor Appointment: PricewaterhouseCoopers was appointed as the independent auditor for the fiscal year ending December 31, 2020, with fee caps established in eight currencies (including USD 175,206).
Capital Structure and Shareholder Authorizations
At the Extraordinary General Meeting, shareholders renewed the Company's authorized share capital and granted specific powers to the Board of Directors:
- Authorized Capital: Renewed at USD 3,500,000,000, represented by 3,500,000,000 shares with a par value of USD 1.00. This authorization is valid for five years from the publication of the meeting minutes.
- Issuance Powers: The Board is authorized to issue shares within the authorized capital against cash, contributions in kind, or incorporation of reserves.
- Pre-emptive Rights: The Board is authorized to waive, suppress, or limit pre-emptive subscription rights for share issuances. Exceptions where pre-emptive rights apply include cash issuances for IPOs, convertible bond conversions for cash, and issuances to employees/directors up to 1.5% of issued share capital.
Investor Verification Checklist
- Verify the specific magnitude of the 2019 loss and its impact on retained earnings in the full 20-F annual report.
- Confirm the exact date of publication in the RESA (Luxembourg) to determine the precise expiration date of the five-year authorized share capital renewal.
- Review the full 2019 consolidated financial statements for details on revenue, EBITDA, and debt levels not included in this summary.
- Monitor future Board actions regarding the issuance of shares under the newly renewed authorization, particularly any waivers of pre-emptive rights.