Indicate
by check mark whether the registrant files or will file annual reports under cover Form 20-F or 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.
If “Yes”
is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-__.
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: 3 June, 2020
By: /s/ Cecilia Bilesio
Cecilia Bilesio
Corporate Secretary
Summary of the resolutions
adopted in the Extraordinary General Meeting of Shareholders (the “Meeting”) of Tenaris S.A. (the "Company")
held on 2nd June 2020 at 16:00 (Central European Time)
1. Decision on the renewal
of the authorized share capital of the Company and related authorizations and waivers by:
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a.
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the renewal of the validity period of the Company’s authorized share capital for a period
starting on the date of the Extraordinary General Meeting of Shareholders and ending on the fifth anniversary of the date of the
publication in the Recueil électronique des sociétés et associations (RESA) of the deed recording the minutes
of such meeting;
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b.
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the renewal of the authorization to the board of directors, or any delegate(s) duly appointed
by the board of directors, for a period starting on the date of the Extraordinary General Meeting of Shareholders and ending on
the fifth anniversary of the date of the publication in the RESA of the deed recording the minutes of such meeting, from time to
time to issue shares within the limits of the authorized share capital against contributions in cash, contributions in kind or
by way of incorporation of available reserves at such times and on such terms and conditions, including the issue price, as the
board of directors or its delegate(s) may in its or their discretion resolve;
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c.
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the renewal of the authorization to the board of directors, for a period starting on the date
of the Extraordinary General Meeting of Shareholders and ending on the fifth anniversary of the date of the publication in the
RESA of the deed recording the minutes of such meeting, to waive, suppress or limit any pre-emptive subscription rights of shareholders
provided for by law to the extent it deems such waiver, suppression or limitation advisable for any issue or issues of shares within
the authorized share capital; waiver of any pre-emptive subscription rights provided for by law and related procedures;
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d.
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the decision that any issuance of shares for cash within the limits of the authorized share
capital shall be subject by provision of the Company’s articles of association to the pre-emptive subscription rights of
the then existing shareholders, except in the following cases (in which cases no pre-emptive rights shall apply):
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i.
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any issuance of shares (including, without limitation, the direct issuance of shares or upon
the exercise of options, rights convertible into shares, or similar instruments convertible or exchangeable into shares) against
a contribution other than in cash; and
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ii.
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any issuance of shares (including by way of free shares or at discount), up to an amount of
1.5% of the issued share capital of the Company, to directors, officers, agents, employees of the Company, its direct or indirect
subsidiaries, or its affiliates (collectively, the “Beneficiaries”), including without limitation the direct issuance
of shares or upon the exercise of options, rights convertible into shares, or similar instruments convertible or exchangeable into
shares issued for the purpose of compensation or incentive of the Beneficiaries or in relation thereto (which the Board of Directors
shall be authorized to issue upon such terms and conditions as it deems fit).
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e.
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the acknowledgement and approval of the report of the Board of Directors in relation with the
authorized share capital and the proposed authorizations to the Board of Directors with respect to any issuance of shares within
the authorized share capital while suppressing any pre-emptive subscription rights of existing shareholders under law and related
waiver; and
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f.
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the amendment of article 5 “Share Capital” of the Company’s articles of association
to reflect the resolutions on this item of the agenda.
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The Meeting resolved to renew the validity
period of the Company’s authorized share capital for a period starting on the date of this Meeting and ending on the fifth
anniversary of the date of the publication in the RESA of the deed recording the minutes of this Meeting.
The Meeting resolved to renew the authorization
to the board of directors, or any delegate(s) duly appointed by the board of directors, for a period starting on the date of this
Meeting and ending on the fifth anniversary of the date of the publication in the RESA of the deed recording the minutes of this
Meeting, from time to time, to issue shares within the limits of the authorized share capital against contributions in cash, contributions
in kind or by way of incorporation of available reserves at such times and on such terms and conditions, including the issue price,
as the board of directors or its delegate(s) may in its or their discretion resolve.
The Meeting resolved to renew the authorization
to the board of directors, for a period starting on the date of this Meeting and ending on the fifth anniversary of the date of
the publication in the RESA of the deed recording the minutes of this Meeting, to waive, suppress or limit any pre-emptive subscription
rights of shareholders provided for by law to the extent it deems such waiver, suppression or limitation advisable for any issue
or issues of shares within the authorized share capital and further resolved to waive any preemptive subscription rights provided
for by law and related procedures.
The Meeting resolved that any issuance
of shares for cash, within the limits of the authorized share capital, shall be subject by provision of the Company’s articles
of association to the pre-emptive subscription rights of the then existing shareholders, except in the following cases (in which
cases no pre-emptive rights shall apply):
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i.
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any issuance of shares (including, without limitation, the direct issuance of shares or upon the
exercise of options, rights convertible into shares, or similar instruments convertible or exchangeable into shares) against a
contribution other than in cash; and,
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ii.
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any issuance of shares (including by way of free shares or at discount), up to an amount of 1.5%
of the issued share capital of the Company, to directors, officers, agents, employees of the Company, its direct or indirect subsidiaries,
or its affiliates (collectively, the “Beneficiaries”), including without limitation the direct issue of shares or upon
the exercise of options, rights convertible into shares, or similar instruments convertible or exchangeable into shares issued
for the purpose of compensation or incentive of the Beneficiaries or in relation thereto (which the Board of Directors shall be
authorized to issue upon such terms and conditions as it deems fit).
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The Meeting further acknowledged and resolved
to approve the report of the Board of Directors dated 19 February 2020, in relation with the authorized share capital and the proposed
authorizations to the board of directors with respect to any issuance of shares within the authorized share capital while suppressing
any pre-emptive subscription rights of existing shareholders under law and related waiver. Such report of the board of directors
shall remain annexed to the present deed to be registered therewith.
The Meeting then approved the amendment
of article 5 of the Company’s articles of association to reflect the resolutions on the agenda, so that it shall read as
follows:
“The share capital of
the Company is set at one billion one hundred and eighty million five hundred and thirty six thousand eight hundred and thirty
US dollars (USD 1,180,536,830), represented by one billion one hundred and eighty million five hundred and thirty six thousand
eight hundred and thirty (1,180,536,830) shares with a par value of one US dollar (USD 1) per share.
The authorized capital of the
Company shall be two billion five hundred million US dollars (USD 2,500,000,000), including the issued share capital, represented
by two billion five hundred million (2,500,000,000) shares with a par value of one US dollar (USD 1) per share.
The board of directors, or any
delegate(s) duly appointed by the board of directors, may from time to time, for a period starting on the date of the Extraordinary
General Meeting of Shareholders held on 2 June 2020 and ending on the fifth anniversary of the date of the publication in the Recueil
electronique des sociétés et associations (the “RESA”) of the deed recording the minutes of such Extraordinary
General Meeting of Shareholders, issue shares within the limits of the authorized share capital against contributions in cash,
contributions in kind or by way of incorporation of available reserves at such times and on such terms and conditions, including
the issue price, as the board of directors, or its delegate(s), may in its or their discretion resolve.
The Extraordinary General Meeting
of Shareholders held on 2 June 2020 has authorized the board of directors, for a period starting on the date of such Extraordinary
General Meeting of Shareholders and ending on the fifth anniversary of the date of the publication in the RESA of the deed recording
the minutes of such Extraordinary General Meeting of Shareholders, to waive, suppress or limit any pre-emptive subscription rights
of shareholders provided for by law to the extent it deems such waiver, suppression or limitation advisable for any issue or issues
of shares within the authorized share capital, and has waived any pre-emptive subscription right provided for by law and related
procedures.
Notwithstanding the waiver of
any preemptive subscription rights provided for by law and related procedures, by provision of the present Articles of Association,
any issuance of shares for cash within the limits of the authorized share capital shall be subject to the pre-emptive subscription
rights of the then existing shareholders, except in the following cases (in which cases no pre-emptive subscription rights shall
apply):
i. any
issuance of shares (including, without limitation, the direct issuance of shares or upon the exercise of options, rights convertible
into shares, or similar instruments convertible or exchangeable into shares) against a contribution other than in cash; and,
ii. any issuance of shares (including
by way of free shares or at discount), up to an amount of 1.5% of the issued share capital of the Company, to directors, officers,
agents, employees of the Company, its direct or indirect subsidiaries, or its affiliates (collectively, the “Beneficiaries”),
including without limitation the direct issuance of shares or upon the exercise of options, rights convertible into shares, or
similar instruments convertible or exchangeable into shares issued for the purpose of compensation or incentive of the Beneficiaries
or in relation thereto (which the Board of Directors shall be authorized to issue upon such terms and conditions as it deems fit).
Any issuance of shares within
the authorized share capital must be recorded by notarial deed and this Article 5 must be amended accordingly.
Each share entitles the holder
thereof to cast one vote at any shareholders’ meeting, subject to applicable law.
The board of directors may authorize
the issuance of bonds which may be but are not required to be, convertible into registered shares, in such denominations and payable
in such monies as it shall determine in its discretion. The board of directors shall determine the type, price, interest rates,
terms of issuance and repayment and any other conditions for such issues. A register of registered bonds shall be held by the Company.”