Orion S.A. (OEC) Proxy filing summary

Executive summary

• Annual General Meeting scheduled for June 25, 2026, with both physical and virtual attendance options; record date is April 23, 2026.

• Key agenda items include election of eight directors, approval of board and executive compensation, annual accounts, consolidated financials, allocation of results, discharge of directors and auditor, and auditor appointments.

• Shareholders can vote in person, by mail, phone, or internet; no preemptive or cumulative voting rights; majority of votes cast required for approval.

• Company operates globally in specialty chemicals, focusing on sustainable carbon black production, with $1.8 billion in net revenue and 1,650 employees across 80+ countries.

Voting matters and shareholder proposals

• Proposals include director elections, board and executive compensation (including say-on-pay and frequency), approval of annual and consolidated accounts, allocation of results and dividends, discharge of directors and auditor, and auditor appointments.

• Board recommends voting FOR all proposals and for an annual say-on-pay vote.

• Shareholders holding at least 10% of shares may add agenda items or propose director nominees.

Board of directors and corporate governance

• Board consists of eight nominees (seven independent, one CEO), with diverse backgrounds in leadership, finance, operations, and sustainability.

• Board refreshment ongoing, with five new independent directors in six years; average tenure is seven years.

• Three standing committees: Audit, Compensation, and Nominating, Sustainability and Governance, each with defined charters and responsibilities.

• Annual board and committee evaluations, regular executive sessions, and robust succession planning.

• Strong governance practices include annual director elections, stock ownership guidelines, clawback policy, and no poison pill.