Tenaris S A : 2022 Compensation Report

2022 Compensation Report

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Contents

1.	Introduction	1
2.	Directors' Compensation	1
	2.1	Board's composition	1
	2.2	Audit Committee's Composition	2
	2.3	Compensation for the year ended 31st December 2022	4
	2.4	Historical Evolution	5
	2.5	Assessment	5
3.	CEO's Compensation	5
	3.1	CEO's appointment	5
	3.2	Compensation for the year ended 31st December 2022	5
	3.3	Historical Evolution	6
	3.4	Assessment	6

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1. Introduction.

This Compensation Report (the "Report") is prepared in compliance with article 7ter of the Luxembourg Law of 24th May 2011, as amended by the Luxemburg Law of 1st August 2019 (the "Shareholders' Rights Law") on the exercise of certain rights of shareholders in general meetings of listed companies, which transposes EU Directive 2017/828 of the European Parliament and of the Council of 17th May 2017 (amending Directive 2007/36/EC) regarding the encouragement of long-term shareholder engagement in listed companies within the Member States of the European Union.

This Report sets forth the compensation paid or payable by Tenaris S.A. ("Tenaris" or the "Company"), or any of its subsidiaries, to the members of the Company's board of directors (the "Board") and to Tenaris's managing director or chief executive officer (the "CEO") for the performance of their duties during the year ended 31st December 2022. This Report relates to, and must be read in conjunction with, the Compensation Policy, approved by the Board on 29th April 2020 and the Company's shareholders meeting on 2nd June 2020, which sets forth the principles and guidelines for purposes of determining the compensation payable to the Board and the CEO and is available on the Company's website at https://ir.tenaris.com/corporate-governance/annual-general-meeting.

This Report has been approved by the Board on 31st March 2023 and, in accordance with the Shareholders' Rights Law, will be submitted to the non-binding vote of the shareholders at the next general meeting of shareholders of the Company to be held on 3rd May 2023.

2. Directors' Compensation.

2.1 Board's composition.

The general meeting of shareholders held on 3rd May 2022 resolved to maintain the number of directors of the Company in eleven and approved the re-appointment of Mr. Simon Ayat, Mr. Roberto Bonatti, Mr. Carlos Condorelli, Mr. Germán Curá, Mr. Roberto Monti, Mr. Gianfelice Mario Rocca, Mr. Paolo Rocca, Mr. Jaime Serra Puche, Ms. Monica Tiuba and Mr. Guillermo Vogel and the appointment of Ms. Maria Novales-Flamarique as new member of the Board. All Board members will hold office until the meeting that will be convened to decide on the 2022 annual accounts. The following table sets forth the name of the directors, their principal occupation, their years of service as board members and their age.

			Age at
			31st
		Years as	December
Name	Principal Occupation	Director	2022
Mr. Simon Ayat	Director of the Company	3	68
Mr. Roberto Bonatti (1)	Director of San Faustin S.A.	20	73
Mr. Carlos Condorelli	Director of the Company and Ternium S.A.	16	71
	Director and Vice Chairman of the Company's
Mr. Germán Curá	board of directors	5	60
Mr. Roberto Monti	Director of YPF S.A.	18	83

			Age at
			31st
		Years as	December
Name	Principal Occupation	Director	2022
Maria Novales-Flamarique	Strategy advisor	1	46
	Chairman of the board of directors of San
Mr. Gianfelice Mario Rocca (1)	Faustin S.A.	20	74
Mr. Paolo Rocca (1)	Chairman and Chief Executive Officer of the
Company	21	70
Mr. Jaime José Serra Puche	Chairman of SAI Derecho & Economía	20	71
	Director of the Company and Chairperson of
Ms. Monica Tiuba	the Audit Committee	5	44
	Director and Vice Chairman of the Company's
Mr. Guillermo Vogel	board of directors	20	72

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1. Paolo Rocca and Gianfelice Rocca are brothers, and Roberto Bonatti is Paolo and Gianfelice Rocca's first cousin.

Simon Ayat. Mr. Ayat is a member of the Board and of its audit committee. He served as Schlumberger's executive vice president and chief financial officer from 2007 until early 2020 and as senior strategic advisor to the chief executive officer of Schlumberger until January 2022. Mr. Ayat has held several financial and operational positions in Schlumberger, where he commenced his career in 1982. He was based in Paris, Houston and Dallas, as well as in the Middle East and Far East regions, serving as group treasurer, controller, geomarket manager for Indonesia and drilling regional vice president for Asia Pacific. Mr. Ayat is also a member of the board of directors of Liberty Oilfield Services, a leading provider of hydraulic fracturing and wireline services to E&P companies in North America. He is a French and Lebanese citizen.

Roberto Bonatti. Mr. Bonatti is a member of the Board. He is a grandson of Agostino Rocca, founder of the Techint Group, a group of companies controlled by San Faustin. Throughout his career in the Techint Group he has been involved specifically in the engineering and construction and corporate sectors. He was first employed by the Techint Group in 1976, as deputy resident engineer in Venezuela. In 1984, he became a director of San Faustin, and from 2001 until 2020 he has served as its president. He is also a member of the board of directors of Ternium. Mr. Bonatti is an Italian citizen.

Carlos Condorelli. Mr. Condorelli is a member of the Board. He served as the Company's chief financial officer from October 2002 until September 2007. He is also a board member of Ternium. He has held several positions within Tenaris, including also the chief financial officer position in some of the principal Tenaris Group companies and member of the Company´s audit committee between November 1, 2017, and May 2, 2018. He also served as president of the board of directors of Empresa Distribuidora La Plata S.A., an Argentine utilities company. Mr. Condorelli is an Argentine citizen.

Germán Curá. Mr. Curá is a member of the Board and also holds the position of Vice Chairman of the Board. He served as president of our operations in North America until May 2, 2018, a position held since 2006. He was first employed by Siderca in 1988. Previously, he served as Siderca's exports director, Tamsa's exports director and commercial director, sales and marketing manager of our

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Middle East subsidiary, president of Algoma Tubes, president and chief executive officer of Maverick Tubulars and president and chief executive officer of Hydril, director of our Oilfield Services global business unit and Tenaris commercial director. He was also a member of the board of directors of API and of the American Iron and Steel Institute. He is a marine engineer from the Instituto Tecnologico de Buenos Aires and an MBA graduated from the Massachusetts Institute of Technology. Mr. Curá is an U.S. citizen.

Roberto Monti. Mr. Monti is a member of the Board and of its audit committee. He is a member of the board of directors of YPF S.A. He has served as vice president of exploration and production of Repsol YPF and as chairman and chief executive officer of YPF. He was also the president of Dowell, a subsidiary of Schlumberger and the president of Schlumberger wire & testing division for East Hemisphere Latin America. Mr. Monti is an Argentine citizen.

Maria Novales-Flamarique. Ms. Novales-Flamarique is a member of the Board. She advises multinational institutions on a variety of strategic and transformational issues. Previously, she was country head for Generation Mexico, an NGO founded by McKinsey & Company that transforms education-to-employment systems to prepare, place, and support people into life-changing careers that would otherwise be inaccessible. She was also a partner at McKinsey & Company, leading more than 50 teams advising companies in Mexico, other Latin American countries, the United States and Europe. She began her career in asset management at Letko, Brosseau & Associates in Montreal, Canada, and worked as an investment banker at Citigroup Global Markets in New York City. She currently serves as an independent director at Scotiabank Mexico, where she is a member of the risk and talent committees. She also sits on advisory boards at several fintech, HRtech, insurtech start-ups and venture capital funds. She holds an MBA from London Business School, a B.A. from HEC Montreal and is a CFA Charterholder. Ms. Novales-Flamarique is a Canadian, Spanish, and U.S. citizen.

Gianfelice Mario Rocca. Mr. Rocca is a member of the Company's board of directors. He is a grandson of Agostino Rocca. He is chairman of the board of directors of San Faustin, member of the board of directors of Ternium, president of the Humanitas Group and president of the board of directors of Tenova. Moreover, in Italy, he is member of the board of Bocconi University and of the advisory board of Politecnico di Milano. At international level, he is member of the Harvard Business School Advisory Board and member of the European Round Table of Industrialists. Mr. Rocca is an Italian citizen.

Paolo Rocca. Mr. Rocca is the Chairman of the Board and has been our CEO since 2002. He is a grandson of Agostino Rocca. He is also the chairman of the board of directors of Ternium and a director and President of San Faustin. He is a member of the executive committee of the World Steel Association. Mr. Rocca is an Italian citizen.

Jaime José Serra Puche. Mr. Serra Puche is a member of the Board and of its audit committee. He is the chairman of SAI Derecho & Economia, a Mexican consulting firm, and a member of the board of directors of the Mexico Fund, Grupo Vitro, and chairman of the board of BBVA. Mr. Serra Puche served as Mexico's Undersecretary of Revenue, Secretary of Trade and Industry, and Secretary of Finance. He led the negotiation and implementation of NAFTA. Mr. Serra Puche is a Mexican citizen.

Monica Tiuba. Ms. Tiuba is a member of the Company's Board and the chairperson of its audit committee. She is a Brazilian qualified lawyer and accountant with 20 years of professional experience in Brazil and Luxembourg. She started her career at Barbosa, Mussnich & Aragão law firm in Rio de Janeiro, Brazil, where she practiced corporate law, M&A and tax litigation. She worked in EY and PwC, in the Brazil and Luxembourg offices, advising multinational clients, private equity houses and family

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