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.

• Agenda includes election of eight directors, approval of board and executive compensation, financial statements, allocation of results, discharge of directors and auditor, and auditor appointments.

• Company operates globally in specialty chemicals, focusing on carbon black, with $1.8 billion in net revenue and a strong sustainability mission.

• 2025 financials show resilience amid industry challenges: net sales down 4%, adjusted EBITDA down 18%, but positive free cash flow of $55 million and improved plant reliability.

• Achieved second-best safety performance in company history and received multiple industry safety awards.

Voting matters and shareholder proposals

• Shareholders will vote on 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 annual say-on-pay votes.

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

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: five new independent directors added in six years; focus on diversity, independence, and global experience.

• Board committees: Audit, Compensation, and Nominating/Sustainability/Governance, each with defined risk oversight roles.

• Annual board and committee evaluations, robust governance guidelines, and regular strategy and risk reviews.