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Tenaris S.A. Form 6-K Summary

Business Context and Reporting Period

This Form 6-K, filed on April 24, 2006, serves as a notice of the Annual General Meeting and Extraordinary General Meeting of Shareholders for Tenaris S.A., scheduled for June 7, 2006, in Luxembourg. The filing includes the Shareholder Meeting Brochure and Proxy Statement, which contain the Company's 2005 Annual Report. Tenaris is the leading global manufacturer of seamless steel pipes for the oil and gas industry and a leading supplier of welded steel pipes in South America. The financial data presented covers the fiscal year ended December 31, 2005.

Key Financial Metrics (Fiscal Year 2005)

Material Changes vs. Prior Period

• Revenue Growth: Net sales increased 63% year-over-year, driven primarily by a 57% increase in seamless pipe sales and a 143% increase in welded pipe sales. Average selling prices for seamless pipes rose 44% to $1,785 per ton.
• Profitability: Operating income surged 140% to $1.948 billion, with operating margins expanding from 20% in 2004 to 29% in 2005. This was due to higher average selling prices offsetting increased raw material and labor costs.
• Cash Flow: Free cash flow turned positive, rising to $1.011 billion from an outflow of $85 million in 2004. This improvement funded acquisitions, dividend increases, and debt reduction.
• Debt Reduction: Total financial debt decreased by $249 million, and net financial debt dropped significantly from $828 million to $183 million.
• Unusual Items: 2004 results included a one-time operating income gain of $123 million from an arbitration award (Fintecna). Excluding this, operating income plus depreciation and amortization rose 141% in 2005.

Guidance, Outlook, and Management Commentary

• Market Outlook: Management expects favorable market conditions to continue in 2006, driven by high oil and gas prices and increased drilling activity. Demand for high-end seamless products is projected to grow further.
• Welded Pipe Outlook: Demand for welded pipes in 2006 is expected to be lower due to delays in pipeline projects in Brazil and Argentina, which may reduce sales and margins in this segment.
• Investment Program: The Company launched a two-year, $350 million investment program to add finishing lines and heat treatment capacity for high-end products. Capital expenditures are expected to increase in 2006.
• Dividend Proposal: The Board proposes a total annual dividend of $0.30 per share ($3.00 per ADS), representing a 78% increase over the previous year. This includes an interim dividend of $0.127 per share paid in November 2005 and a proposed final dividend of $0.173 per share to be paid in June 2006.
• Corporate Governance: The Extraordinary General Meeting will vote on an amendment to the Articles of Association to require the Audit Committee to report on its activity and internal controls once a year instead of every six months.

Important Facts for Investors to Verify

• Dividend Record Date: Verify the record date for the proposed final dividend payment (June 13, 2006) and the payment date (June 16, 2006).
• Meeting Quorum: Note that the Extraordinary General Meeting requires at least half of the share capital to be present or represented to validly vote on the first call; otherwise, a second meeting may be convened.
• ADR Voting Deadline: ADR holders must submit voting instructions to JPMorgan Chase Bank, N.A., by 3:30 p.m. New York City time on May 31, 2006, to have their votes counted.
• Welded Pipe Project Delays: Monitor the status of the GASENE project in Brazil and gas pipeline loops in Argentina, as delays in these projects are cited as a risk to 2006 welded pipe performance.
• Related Party Transactions: Review the significant transactions with associated companies (e.g., Ternium, Sidor) and the exchange of interests in Amazonia and Ylopa for Ternium shares, which impacted equity and earnings.