CORPORATE REORGANIZATION AGREEMENTCorporate Reorganization Agreement • January 27th, 2006 • Ternium S.A. • Steel works, blast furnaces & rolling mills (coke ovens) • New York
This CORPORATE REORGANIZATION AGREEMENT (this “Agreement”), is entered into on [ ], 2006, by and among Inversora Siderurgica Limited, a company limited by shares organized and existing under the laws of Gibraltar (“ISL”), and Ternium S.A., a société anonyme holding organized and existing under the laws of Luxembourg (“Ternium”, and together with ISL, the “Parties”).
SHAREHOLDERS’ AGREEMENT between TENARIS S.A. and INVERSORA SIDERURGICA LIMITED Dated as of January 9, 2006Shareholders’ Agreement • January 27th, 2006 • Ternium S.A. • Steel works, blast furnaces & rolling mills (coke ovens) • New York
SHAREHOLDERS’ AGREEMENT (the “Agreement”), dated as of January 9, 2006 by and between Tenaris S.A. (together with its successors, “Tenaris”), a société anonyme holding organized under the laws of the Grand-Duchy of Luxembourg (“Luxembourg”) and Inversora Siderurgica Limited (together with its successors, “ISL”), a company organized under the laws of Gibraltar. Tenaris, ISL and any successor or permitted assignee thereof from time to time are each referred to herein as a “Party” and, collectively, the “Parties.”
Ternium S.A. 24,844,720 American Depositary Shares1 Representing 248,447,200 Shares (par value $1.00 per Share) Underwriting AgreementTernium S.A. • January 27th, 2006 • Steel works, blast furnaces & rolling mills (coke ovens) • New York
You have requested that the Company deposit on behalf of the Underwriters all the Shares underlying the ADSs to be purchased by them hereunder pursuant to the Deposit Agreement, dated as of [ ] (the “Deposit Agreement”), to be entered into among the Company, The Bank of New York, as depositary (the “Depositary”) and all owners and beneficial owners from time to time of the ADRs (as hereinafter defined). Upon deposit of any Shares, the Depositary will issue
