Ternium : Hareholder Meeting Brochure and Proxy Statement

2019 SHAREHOLDER MEETING BROCHURE AND PROXY STATEMENT

Ternium S.A.

29, Avenue de la Porte Neuve L-2227 Luxembourg

Grand Duché de Luxembourg RCS Luxembourg B 98 668

Annual General Meeting of Shareholders to be held in Luxembourg on May 6, 2019 at 2:00 p.m. (Luxembourg time)

This Shareholder Meeting Brochure and Proxy Statement is furnished by TERNIUM S.A. (the"Company") in connection with the AnnualGeneral Meeting of Shareholders of the Company(the "Meeting") to be held onMay 6, 2019 at theCompany's registered office located at 29, avenuede la Porte-Neuve, L-2227 Luxembourg, for the purposes set forth in the convening Notice of the Meeting(the "Notice"). The Annual GeneralMeeting of Shareholders will begin at 2:00 p.m. (Luxembourg time).

As of the date hereof, there are issued and outstanding 2,004,743,442 ordinary shares, USD 1.00par value each, of the Company (the "Shares"), including Shares (the "Deposited Shares") depositedwith The Bank of New York Mellon (the"Depositary") under the Deposit Agreement, dated as of January 31, 2006 (the "Deposit Agreement"),among the Company, the Depositary and owners and beneficial owners from time to time ofAmerican Depositary Receipts (the "ADRs") issuedthereunder. The Deposited Shares are represented by American Depositary Shares, which are evidenced by the ADRs (one ADR equals ten Deposited Shares). The Company currently holds41,666,666 shares (the "Treasury Shares").

Each Share entitles the holder thereof to one vote at general meeting of shareholders of the Company. However, voting rights on the Treasury Shares shall be suspended for so long as such Shares are so held.

Any shareholder registered in the Company's shareregister on May 1, 2019(the "Shareholders Record Date"), shall be admitted to theMeeting. Such shareholder may attend the Meeting in person or vote by proxy. To vote by proxy, such shareholder must file a completed proxy form with the Company not later than 5:00 p.m. (Luxembourg time) on May 1, 2019, at the Company's registeredoffice in Luxembourg.

Any shareholder holding shares through fungible securities accounts wishing to attend the Meeting in person must present a certificate issued by the financial institution or professional depositary holding such shares, evidencing deposit of the shares and certifying the number of shares recorded in the relevant account as of the Shareholders Record Date. Certificates attesting the number of shares recorded in the relevant account as of a date other than the Shareholders Record Date will not be accepted and such shareholders will not be admitted to the Meeting. Certificates must be filed with the Company not later than 5:00 p.m. (Luxembourg time) on May 1, 2019, at theCompany's registered office in Luxembourg.

Shareholders holding their shares through fungible securities accounts may also vote by proxy. To do so, they must present the above referred certificate, together with a completed proxy form. Such certificate and proxy form must be filed with the Company not later than 5:00 p.m. (Luxembourg time) on May 1, 2019, at the Company's registeredoffice in Luxembourg.

Shareholders who wish to be represented and vote by proxy at the Meeting may obtain, free of charge,a proxy form at the Company's registered office inLuxembourg, between 10:00 a.m. and 5:00 p.m., Luxembourg time, beginning on March 19, 2019. In addition, beginning on March 19, 2019, shareholders may obtain, also free of charge, an electronic copy of such proxy form free of charge by sending an e-mail request to the following electronic address:[e-mail]. All proxy forms must be received by the Company, properlycompleted and signed, at the Company's registeredoffice in Luxembourg not later than 5:00 p.m. (Luxembourg time) on May 1, 2019.

In the event of Shares owned by a corporation or any other legal entity, individuals representing such entity who wish to attend the Meeting in person and vote on behalf of such entity, must present evidence of their authority to represent the

shareholder by means of a proper document (such as a general or special power-of-attorney) issued by the relevant entity. A copy of such power of attorney or other proper document must be filed with the Company not later than 5:00 p.m. (Luxembourg time) on May 1, 2019, at theCompany's registered office in Luxembourg. Theoriginal documentation evidencing the authority to attend, and vote, at the Meeting, or a notarized and legalized copy thereof, must be presented at the Meeting.

Shareholders and their proxies attending the Meeting in person will be required to identify themselves with a valid official identification document (e.g., identity card, passport).

Those shareholders who have sold their shares between the Shareholders Record Date and the date of the Meeting may not attend nor be represented at the Meeting. In case of breach of such prohibition, criminal sanctions may apply.

Each holder of ADRs as of March 29, 2019 (the"ADRs Record Date"), is entitled to instruct theDepositary as to the exercise of the voting rights pertaining to the Shares represented by suchholder's ADRs. Any eligible holder of ADRs whodesires to give voting instructions in respect of theShares represented by such holder's ADRs mustcomplete, date and sign a proxy form and return it to The Bank of New York Mellon at Proxy Services, P.O. Box 8016 CARY, NC 27512-9903, by12:00 p.m., New York City time, on April 30, 2019(the "Voting Deadline"). If the Depositary receivesproperly completed instructions by the Voting Deadline, then it shall endeavor, insofar as practicable, to vote or cause to be voted the shares underlying such ADRs in the manner prescribed by the instructions. However, if by the Voting Deadline, the Depositary receives no instructions from the holder of ADRs, or the instructions received are not in proper form, then the Depositary shall deem such holder to have instructed the Depositary to give, and the Depositary shall give, a discretionary proxy to a person designated by the Company with respect to that amount of Shares underlying such ADRs to vote such Shares in favor of any proposals orrecommendations of the Company (including any recommendation by the Company to vote such Shares on any issue in accordance with the majority shareholders' vote on that issue) as determined bythe appointed proxy. No instruction shall be deemed given and no discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary that (x) it does not wish such proxy given, (y) substantial opposition exists, or (z) the matter materially and adversely affects the rights of the holders of ADRs.

Any holder of ADRs is entitled to revoke or revise any instructions previously given to the Depositary by filing with the Depositary a written revocation or duly executed instructions bearing a later date at any time prior to the Voting Deadline. No instructions, revocations or revisions thereof will be accepted by the Depositary after that time.

In order to avoid the possibility of double vote, theCompany's ADR books will be closed forcancellations from the ADRs Record Date until the Voting Deadline. However, holders of ADRs will not have their ADRs blocked for trading on the New York stock exchange.

Holders of ADRs maintaining non-certificated positions must follow voting instructions outlined by their broker or custodian bank, which may provide for earlier deadlines for submitting voting instructions than that indicated above.

The Meeting will appoint a chairperson pro tempore to preside over the Meeting. The chairperson pro tempore will have broad authority to conduct the Meeting in an orderly and timely manner and to establish rules, (including rules for shareholders (or proxy holders) to speak and ask questions at the Meeting); the chairperson may exercise broad discretion in recognizing shareholders who wish to speak and in determining the extent of discussion on each item of the agenda.

Pursuant to the Company's articles of associationand Luxembourg law, resolutions at the Annual General Meeting of Shareholders will be passed by a simple majority of the votes cast, irrespective of the number of Shares present or represented.

TheMeetingis called to address and vote on the following agenda:

▬1.Consideration of the Board of Directors' and independent auditor's reports on the Company'sconsolidated financial statements. Approval of theCompany's consolidated financial statements as ofDecember 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016

The Company's consolidated financial statementsas of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016 (comprising the consolidated balance sheets of the Company and its subsidiaries and the related consolidated income statements, consolidatedstatements of changes in shareholders' equity,consolidated cash flow statements and the notes to such consolidated financial statements) and thereports from the Company's Board of Directors and the Company'sindependent auditor on such consolidated financial statements are included inthe Company's2018 annual report, a copy ofwhich is available on the Company'swww.ternium.comon the Investor Center sectionbeginning on March 19, 2019. Copies of theCompany's2018 annual report are also available to ADR holders and shareholders registered in theCompany's share register, free of charge, at the Company's registered office in Luxembourg,between 10:00 a.m. and 5:00 p.m., Luxembourg time, beginning on March 19, 2019. In addition, beginning on March 19, 2019, shareholdersregistered in the Company's share register mayobtain, also free of charge, an electronic copy ofthe Company's2018 annual report by sending an e-mail request to the following electronic address:[e-mail].

Draft resolution proposed to be adopted:"the Meeting resolved to approve the Company'sconsolidated financial statements as of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016."

▬2. Consideration of the independent auditor's report on the Company's annual accounts. Approval of the Company's annual accounts as atDecember 31, 2018

The Company's annual accounts as at December 31, 2018 (comprising the balance sheet, the profit and loss account and the notes to such annual accounts) and thereport from the Company'sindependent auditor on such annual accounts areincluded in the Company's2018 annual report, a copy of which is available on our website atwww.ternium.comon the Investor Center section beginning on March 19, 2019. Copies of theCompany's2018 annual report are also available to ADR holders and shareholders registered in theCompany's share register, free of charge, at the Company's registered office in Luxembourg,between 10:00 a.m. and 5:00 p.m., Luxembourg time, beginning on March 19, 2019. In addition, beginning on March 19, 2019, shareholdersregistered in the Company's share register mayobtain, also free of charge, an electronic copy ofthe Company's2018 annual report by sending an e-mail request to the following electronic address:[e-mail].

Draft resolution proposed to be adopted:"the Meeting resolved to approve the Company'sannual accounts as at December 31, 2018."

▬3. Allocation of results and approval of dividend payment for the year ended December 31, 2018

In accordance with applicable Luxembourg lawand the Company's articles of association, theCompany is required to allocate 5% of its annual net income to a legal reserve, until this reserve equals 10% of the subscribed capital. As indicated in the Company's2018 annual accounts, theCompany's legal reserve already amounts to 10%of its subscribed capital, and, accordingly, the legal requirements in that respect are satisfied.

The Board of Directors proposes that a dividend payable in U.S. dollars on May 14, 2019, in the amount of USD 0.12 per Share (or USD 1.20 per ADR), which represents an aggregate sum of approximately USD 235,569,213 million (which isnet of the Company's Treasury Shares), beapproved and that the Board of Directors be authorized to determine or amend, in its discretion, the terms and conditions of the dividend payment, including the applicable record date. Accordingly,

if this dividend proposal is approved, the Company will make, or cause to be made, a dividend payment on May 14, 2019, in the amount of USD 0.12 per Share (or USD 1.20 per ADR).

While the Company's annual accounts as atDecember 31, 2018 show a loss for 2018, theCompany's consolidated financial statements as ofDecember 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016 show a profit of USD 1,662,132,938. Considering theCompany's retainedearnings and other distributable reserves, the Company has distributable amounts which exceed the proposed dividend.

The aggregate amount of approximately USD 235,569,213(which is net of the Company'sTreasury Shares) to be distributed as dividend on May 14, 2019, is to bepaid from the Company'sretained earnings account. The loss of the year ended December 31, 2018, would be absorbed bythe Company's retainedearnings account.

Upon approval of this resolution, it is proposed that the Board of Directors be authorized to determine or amend, in its discretion, any of the terms and conditions (including payment date) of the dividend payment.

Draft resolution proposed to be adopted:"the Meeting resolved (i) to approve a dividend, payable in U.S. dollars, on May 14, 2019, in the amount of USD 0.12 per share issued and outstanding (or USD 1.20 per ADR), (ii) to authorize the Board of Directors to determine or amend, in its discretion, any of the terms and conditions of such dividend payment, including the applicable record date, (iii) that the aggregate amount of approximately USD 235,569,213(which is net of the Company'sTreasury Shares) to be distributed as dividend on May 14, 2019, be paid from the Company's retainedearnings reserve, and (iv) that the loss of the year ended December 31, 2018, be absorbed by theCompany's retained earnings account."

▬4. Discharge of members of the Board of Directors

for the exercise of their mandate during the year

ended December 31, 2018

In accordance with applicable Luxembourg law and regulations, it is proposed that, upon approvalof the Company's annual accounts as at December31, 2018, all those who were members of the Board of Directors during the year ended December 31, 2018, be discharged from any liability inconnection with the management of the Company'saffairs during such year.

Draft resolution proposed to be adopted:"the Meeting resolved to discharge all those who were members of the Board of Directors during the year ended December 31, 2018, from any liability inconnection with the management of the Company's affairs during such year."

▬5. Election of the members of the Board of Directors

Pursuant to article 7 of the Company's articles ofassociation, the annual general meeting must elect a Board of Directors of not less than three and not more than fifteen members, who shall have a term of office of one year, but may be reappointed.

Pursuant to article 11 of the Company's articles ofassociation and applicable securities laws and regulations, the Company must have an auditcommittee (the "Audit Committee") composed ofthree members, the majority of which shall qualify as"independent directors".

The current Board of Directors consists of eight Directors, three of whom (Messrs. Ubaldo Aguirre, Adrian Lajous and Vincent Robert Gilles Decalf)qualify as "independent directors" under the Company's articles of association andapplicable law, and are members of the Audit Committee.

It is proposed that (i) the number of members of the Board of Directors be maintained at eight, and that (ii) Messrs. Ubaldo Aguirre, Roberto Bonatti, Carlos Alberto Condorelli, Vincent Robert Gilles Decalf, Adrian Lajous, Gianfelice Mario Rocca, Paolo Rocca, and Daniel Agustin Novegil be re-elected as members of the Board of Directors, each to hold office until the next annual general meeting of shareholders that will be convened to decide on the Company's2019 annual accounts.