📄 What This Document Is 📋

This is a Proxy Statement/Prospectus, filed as an S-4 Registration Statement with the SEC. In simple terms, it is a formal legal document designed to inform shareholders about a major corporate decision that requires their vote: the move of the company's legal home. Because the proposal is so significant, the board has used this document to guide shareholders through the details, risks, and proposed changes.

The document summarizes the agenda for the Annual General Meeting (AGM) of Tecnoglass Inc., which is scheduled for [Date], 2026, at 10:00 a.m. local time in Barranquilla, Colombia. You do not need to attend in person to vote; you can simply return the enclosed proxy card.

👉 The single most important headline: The company is asking shareholders to approve a massive corporate relocation called a "Continuation," moving its official jurisdiction of incorporation from the Cayman Islands to the State of Florida.

🏢 What Tecnoglass Does and Its History 🧱

Tecnoglass is a leading, vertically integrated manufacturer, supplier, and installer of high-end products for construction. Their business focuses on aluminum and vinyl windows and architectural glass for both commercial and residential markets worldwide.

The company’s history shows deep roots in the region. It was originally incorporated in 2013 in the Cayman Islands following a business combination between two previous subsidiaries:

• C.I. Energia Solar S.A. (ES), founded in 1994.
• Tecnoglass S.A. (TG), founded in 1983.

These subsidiaries were founded by the current Chief Executive Officer and Chairman, Jose Daes, and the Chief Operating Officer, Christian T. Daes.

👉 Why it matters: This shows the company has significant history and deep regional roots, but its current legal structure (Cayman Islands) does not match its growing operations (Florida/U.S.).

🇺🇸 The Continuation: Moving from Cayman to Florida 🗺️

The core event of this filing is the "Continuation," which is the formal process of changing the company's legal home. The board is proposing to deregister Tecnoglass from the Cayman Islands and simultaneously incorporate it into Florida.

This move is governed by specific laws:

• Cayman Law: Section 206 of the Companies Act (As Revised).
• Florida Law: Section 607.11930 of the Florida Business Corporation Act (FBCA).

After the Continuation is effective, the company will legally become "Tecnoglass (Florida)." This change is material because it switches the governing law for its shareholders from Cayman law to Florida law.

👉 Key takeaway: This isn't just a mailing address change; it fundamentally changes the legal framework and governing laws for the company and its shareholders.

🎯 Why the Board Wants to Move (Rationale) 🚀

The Board of Directors has overwhelmingly recommended the Continuation, believing it is in the "best interests of our shareholders." Their rationale centers on better aligning the company's legal structure with its actual growth market.

1. Strengthening U.S. Presence:

• The company has a "strong presence in the Florida market," which contributes a substantial portion of the company's revenue and backlog.
• The board feels that the Continuation will allow "other potential investors that have restrictions or limitations to buy equities of US domiciled companies," potentially increasing the stock's liquidity.
• The overall goal is to become "more US centric" as the company continues expanding its physical presence throughout the United States.

2. Improving Structure and Capital Access:

• The board believes the Continuation will simplify the corporate structure and governance profile, making the company more comparable and easier for U.S. peers, lenders, and analysts to understand.
• Crucially, it is believed to "increase our ability to return capital to shareholders" due to favorable tax efficiencies in upstream distributions, while also providing better access to capital in the future.

👉 Why it matters: The board sees the legal move as a necessary strategic enabler to de-risk the business and maximize its value within the U.S. market.

🗳️ Vote Details & General Meeting Logistics 🗳️

The board is asking for shareholder approval on four specific matters at the Annual General Meeting (AGM). The board recommends voting "FOR" all four proposals.

• When: [Date], 2026, at 10:00 a.m. local time.
• Where: The meeting will be virtual, accessible online via a specific web link or calling the provided toll-free numbers.
• What to Vote On (The Four Proposals):
  1. Approve the Continuation (Cayman to Florida).
  2. Approve the Proposed Charter Documents (the company's new bylaws and articles).
  3. Elect three Class A directors to serve for three years.
  4. Ratify PwC Contadores y Auditores S. A. S. as the independent public accounting firm for the year ending December 31, 2026.

👉 Rule reminder: Proposals 1 and 2 are conditional on each other. Proposals 3 and 4 are independent.

💰 Tax Consequences of the Continuation (CRITICAL READ) ⚠️

The tax language in this filing is extremely complex and highly technical, detailing how various tax laws will be affected. Every shareholder must consult their own tax advisor. The company explicitly states that this information is for general guidance only and is not tax advice.

🇺🇸 United States Tax Considerations

The U.S. tax treatment is governed by sections of the U.S. Internal Revenue Code, primarily Section 367 and the PFIC rules.

• Reorganization Status: The Continuation is intended to constitute an "F Reorganization" under U.S. law. Generally, this means U.S. Holders may not recognize immediate gain or loss on paper.
• Section 367(b) (General Rule): This section applies to U.S. Holders on the date of the Continuation. For those who own shares valued at $50,000 or more, they generally face two options to avoid immediate taxable gain:
  1. Recognize Gain: If they do nothing, they generally recognize capital gain (which could be long-term capital gain).
  2. Elect to Include Earnings and Profits: They can elect to include the "all earnings and profits amount" in income as a deemed dividend.
• 10% Shareholder Status: U.S. Holders who own 10% or more of the shares are subject to a more complex requirement, needing to include the "all earnings and profits amount" as a deemed dividend, unless the company's cumulative earnings are not greater than zero.
• The De Minimis Exception: For U.S. Holders whose shares are valued at less than $50,000, there is a potential exemption, meaning they generally won't recognize gain or include earnings and profits.
• PFIC Warning: The most complex risk involves the "Passive Foreign Investment Company (PFIC)" rules. If the company is deemed a PFIC, the exchange itself could be treated as a taxable disposition, subject to the "Default PFIC Regime."

🇨🇦 Cayman Islands Tax Considerations

Tecnoglass confirms there are no Cayman Islands tax consequences related to the Continuation.

⚠️ Special Warnings

• Mandatory Consulting: The company repeatedly and strongly urges all shareholders to consult their own tax advisors.
• U.S. Filing Requirement: Failure to file required tax documents with the IRS after the Continuation could result in adverse tax consequences, even if the shareholder has not realized any income.

⚖️ Risk Factors and Shareholder Rights Changes 🛡️

The filing lists several critical risks that shareholders must consider, most of which relate directly to the change in incorporation law.

• Change of Rights: Because of the difference between Cayman law and Florida law, the shareholders' rights will change. The board directs readers to a specific section ("Comparison of Shareholder Rights") to understand these material differences.
• Additional Costs: The Continuation, even if it happens, will result in new costs and expenses for the company (tax fees, professional fees, legal fees, filing fees, etc.).
• Taxes: The company will no longer be treated as a tax-exempt entity; it will be subject to applicable U.S. federal, state, and local taxation.
• No Dissenters' Rights: Shareholders have no right under Cayman law to dissent (oppose) the proposals or exercise "appraisal rights." Even if they vote against the change, they are still subject to the effects of the Continuation if the required votes are obtained.

📅 Voting Process and Key Dates 📞

The following logistical information details how, when, and where shareholders can vote on these massive proposals.

• Record Date: [Date], 2026. Only holders of record on this date are entitled to vote.
• Quorum: A quorum (the minimum number of shares needed for the meeting to proceed) requires the presence (by proxy or in person) of a majority of the ordinary shares.
• Voting Rules:
  • Ordinary Resolution (Proposals 3 & 4): Requires a simple majority of votes cast by those present.
  • Special Resolution (Proposals 1 & 2): Requires the affirmative vote of at least two-thirds (2/3) of the votes cast by those present.

📞 Where to Find More Information & Contact 📩

If you have questions, the company provides the following official sources of information and contacts.

• Full Documentation: The complete proxy materials and Annual Report on Form 10-K for the fiscal year ended December 31, 2025, are available at: https://investors.tecnoglass.com/financials/annual-reports/default.aspx.
• AGM/Proxy Portal: The meeting details and proxy card can be accessed online at: https://www.________.
• Contacting the Company: Tecnoglass Inc. can be reached at:
  • Mailing Address: 3550 NW 49th Street, Miami, Florida 33142
  • Attention: Corporate Secretary

🧠 The Analogy

Think of the Continuation like moving a successful, established store that started in a different state. When you move the store, you don't change the product, the customers, or the management—you just change the corporate license and legal paperwork. By moving from the Cayman Islands to Florida, Tecnoglass isn't changing what it sells (windows and glass); it is changing the legal rulebook under which it operates. This is done to make it look more professional, appeal to more types of investors, and fit better with its primary market (the United States).

🧩 Final Takeaway

Tecnoglass is undergoing a massive legal re-domiciling (Continuation) to move from the Cayman Islands to Florida, aiming to improve its corporate appeal and capital access in the U.S. market. Shareholders must carefully vote on this change, understanding that while the business operations remain the same, the legal governing laws, tax structure, and even their rights as shareholders will change significantly.