Business Context and Reporting Period
This Form 6-K filing by Ternium S.A. serves as a notice of the Annual General Meeting of Shareholders scheduled for May 3, 2022. The filing relates to the fiscal year ended December 31, 2021. The document includes the meeting agenda, proxy statement, and letters from the Chairman and the Depositary Bank. It references the Company's 2021 Consolidated Management Report, which contains the full financial statements, but does not reproduce the detailed financial tables within this specific filing.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. These metrics are contained in the referenced 2021 Consolidated Management Report available on the Company's website. The only specific financial figures disclosed in this document relate to capital allocation and governance:
- Dividend Proposal: A total dividend of USD 0.26 per share (USD 2.60 per ADS) is proposed, representing an aggregate sum of approximately USD 510 million (net of Treasury Shares).
- Dividend Payment Structure: The proposal includes an interim dividend of USD 0.08 per share paid in November 2021. The remaining balance of USD 0.18 per share (approximately USD 353 million) is proposed for payment on May 11, 2022.
- Share Capital: As of the filing date, there are 2,004,743,442 ordinary shares issued and outstanding. The Company holds 41,666,666 Treasury Shares.
- Legal Reserve: The Company's legal reserve equals 10% of subscribed capital, satisfying Luxembourg legal requirements.
Material Changes and Operational Notes
The filing notes that the Company recorded a loss for the year ended December 31, 2021, which is proposed to be absorbed by the retained earnings account. Despite the loss, the Board proposes a dividend payment funded from retained earnings. The filing also highlights the impact of the Covid-19 pandemic on meeting procedures, allowing for remote attendance and voting under Luxembourg law.
Guidance, Outlook, and Governance
Management Commentary and Outlook: The filing does not contain specific forward-looking guidance, revenue forecasts, or management commentary on market conditions. Shareholders are directed to the 2021 Consolidated Management Report for a report on the Company's business and financial condition.
Governance and Board Changes:
- Board Composition: The Board proposes increasing the number of directors from eight to nine.
- Appointments: Eight current directors are proposed for re-election. Mrs. Lorenza Martinez Trigueros is proposed as a new independent director.
- Compensation: Director compensation for 2022 is proposed at USD 115,000 per member, with additional fees for the Chairman (USD 295,000) and Audit Committee members (USD 55,000).
- Auditors: PricewaterhouseCoopers is recommended for reappointment as independent auditors for the fiscal year ending December 31, 2022.
Investor Verification Checklist
- Verify the full 2021 financial performance (revenue, net income/loss, EBITDA) in the 2021 Consolidated Management Report, as this filing only confirms a loss was recorded.
- Confirm the final dividend payment date and amount upon shareholder approval at the May 3, 2022 meeting.
- Review the biographical details of the new director, Mrs. Lorenza Martinez Trigueros, and the re-elected board members.
- Check the specific breakdown of auditor fees across the seven currencies listed (ARS, BRL, COP, EUR, MXN, UYU, USD) in the full proxy statement if detailed cost analysis is required.
- Confirm the record date for voting (April 28, 2022) and the deadline for ADS holders to submit voting instructions (April 28, 2022, 12:00 p.m. New York time).