Tecnoglass (TGLS) Proxy Filing summary

Executive summary

• The annual general meeting is scheduled for December 19, 2025, with shareholders voting on director elections, executive compensation, and the frequency of future say-on-pay votes.

• Shareholders of record as of November 24, 2025, are eligible to vote, with 46,569,446 ordinary shares outstanding, each entitled to one vote.

• The board recommends voting for the nominated directors, for executive compensation, and for holding say-on-pay votes every three years.

Voting matters and shareholder proposals

• Shareholders will vote to elect two Class C directors for a three-year term, approve executive compensation on an advisory basis, and select the frequency of future say-on-pay votes.

• The board recommends a three-year cycle for say-on-pay votes, aligning with compensation evaluation practices.

• Proposals and nominations for the 2026 meeting must be submitted by July 31, 2026, with detailed candidate information required.

Board of directors and corporate governance

• The board is divided into three classes, with staggered three-year terms; Class C nominees are Jose M. Daes and Jon Paul “JP” Pérez.

• Five of eight directors are independent per NYSE standards, and independent directors meet regularly.

• The board held seven meetings in 2024, with all directors attending at least 75% of meetings.

• Separate roles for board chairman and CEO are maintained to enhance oversight and management focus.

• Committees include audit, nominating, and compensation, each with defined charters and independent members.