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 May 27, 2004
TENARIS, S.A.
(Translation of Registrant's name into English)
TENARIS, S.A.
23 Avenue Monterey
2086 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 X Form 40-F
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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 X
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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 of Tenaris S.A. (the "Company")
held on May 26, 2004.
Summary of the resolutions adopted in the annual general meeting of
shareholders of
Tenaris S.A. (the "Company") held on May 26, 2004 at
Banque Generale du Luxembourg
at 50, av. J.F. Kennedy L-2951 Luxembourg at 11:00.
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(1) Approval of the Company's consolidated financial statements as of, and for
the fiscal year ended December 31, 2003. Approval of the report from the Board
of Directors and from the independent auditor of the financial statements.
The meeting resolved to approve the Company's consolidated financial statements
as of, and for the fiscal year ended December 31, 2003 and the report of the
Board of Directors and of the independent auditor on such financial statements
(2) Approval of the Company's annual accounts as of, and for the fiscal year
ended December 31, 2003. Approval of the report from the Board of Directors and
from the independent auditor of the annual accounts.
The meeting resolved to approve the Company's annual accounts as of, and for the
fiscal year ended December 31, 2003 and the report of the Board of Directors and
of the independent auditor on such financial statements
(3) Approval of dividend payment.
The meeting considered and approved the proposal made by the Board of Directors
to distribute on June 14, 2004 a dividend to all shareholders of US$135,053,413
(equivalent to US$0.1144 per share currently issued and outstanding and US$1.144
per ADR currently issued and outstanding), which US$38,497,876 shall be paid
from profit for the period and US$96,555,537 from the Company's other
distributable reserve account. The balance of the profit of the period of
US$162,982,327 will be allocated to the Company's retained earnings account. The
meeting further approved to authorize the Board of Directors to determine, in
its discretion, the terms and conditions of the dividend payment including the
applicable record date and, if material circumstances appear and dictate so, to
change the payment date.
(4) Discharge of Board of Directors' responsibilities
The meeting resolved to discharge from liability all of those who were members
of the board of directors during 2003, for the performance of their duties
during the year ended December 31, 2003.
1. Mr. Lucio Bastianini
2. Mr. Roberto Bonatti
3. Mr. Carlos Manuel Franck
4. Mr. Pedro Pablo Kuczynski
5. Mr. Bruno Marchettini
6. Mr. Roberto Rocca
7. Mr. Gianfelice Rocca
8. Mr. Paolo Rocca
9. Mr. Jaime Serra Puche
10. Mr. Amadeo Vazquez
11. Mr. Guillermo F. Vogel
(5) Election of members of the Board of Directors.
The meeting resolved to re-appoint the following persons to the Board of
Directors of the Company until the next annual general meeting that will be
convened to decide on the 2004 accounts.
o Mr. Lucio Bastianini
o Mr. Roberto Bonatti
o Mr. Carlos Manuel Franck
o Mr. Bruno Marchettini
o Mr. Gianfelice Rocca
o Mr. Paolo Rocca
o Mr. Jaime Serra Puche (Independent Director)
o Mr. Amadeo Vazquez, (Independent Director)
o Mr. Guillermo F. Vogel
(6) Authorization to the Board of Directors to delegate the day-to-day
management of the business to one or more of its members.
For the proper management of the Company's affairs, the meeting resolved to
authorise the Board of Directors to delegate day to day management of the
Company's affairs to Mr. Paolo Rocca.
(7) Determination of compensation to the members of the Board of Directors.
The meeting resolved to approve the compensation of each of the members of the
Board of Directors for the fiscal year ending December 31, 2004 in the sum of
US$ 50,000 and approved an additional fee of US$ 30,000 for the Chairman of the
Audit Committee and US$20,000 for the other Directors who are members of such
Committee.
An additional amount of US$ 1,000,000 payable in monthly instalments, plus a
performance bonus that the Board of Directors will determine in the order of
US$500,000 for the Chairman and Chief Executive Officer for the fiscal year
ending December 31, 2004 has been previously decided by the Board of Directors.
(8) Appointment of independent auditors and approval of their fees.
The meeting was advised that the Audit Committee and the Board of Directors
proposed the appointment of PricewaterhouseCoopers S.ar.l. as the independent
auditors for fiscal year 2004 to be engaged until the next annual general
meeting that will be convened to decide on the 2004 accounts. The meeting was
also asked to approve the sum of US$95,000 for audit services to be rendered
during the fiscal year ending December 31, 2004. Both proposals were approved by
the meeting. The meeting also resolved to authorise the Board of Directors to
modify such compensation whenever it would conclude that circumstances would
merit a change
(9) Miscellaneous.
No resolutions were adopted in this point of the agenda.
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: May 27, 2004
Tenaris, S.A.
By: /s/ Cecilia Bilesio
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Cecilia Bilesio
Corporate Secretary