Orion SA

This management proposal seeks shareholder approval to set the annual compensation framework for Orion’s non-executive directors for the 2026 financial year, specifying a base cash retainer, equity awards in restricted Common Shares, and additional retainers for the Chairman and committee chairs and members. Management is asking for this vote because, under Luxembourg law and the Company’s governance practices, shareholders must approve director remuneration, and the Board views the proposed package as necessary to attract and retain experienced independent directors. The proposed mix (cash plus restricted shares) aligns director incentives with shareholder interests by providing equity-based compensation subject to vesting tied to service, while cash retainers compensate for time and responsibility. The package includes extra retainers for committee chairs and members to reflect their additional workload and oversight responsibilities, which supports robust audit, compensation and governance functions. In recommending FOR, the Board highlights that the program follows market practices and is designed to ensure independence and to incentivize long-term stewardship of the Company. Potential shareholder concerns include the absolute size of cash and equity awards and whether the equity amounts meaningfully align pay with performance given recent share price movements; the Company addresses this partly via vesting conditions. Approving the proposal preserves management’s ability to implement the approved compensation program and to grant the named restricted shares and retainers in 2026; rejecting it would require the Board to revisit director pay and could complicate retention and recruitment. Given Orion’s global board composition and committee workload, the resolution is primarily governance- and retention-oriented rather than performance-contingent, and shareholders should weigh alignment via equity vesting and the described committee-specific retainers against the absolute dollar amounts requested.

This non-binding Say-on-Pay proposal asks shareholders to approve the Company’s disclosed 2025 executive compensation, including base salary, short-term incentive (STI) payouts and long-term incentive (LTI) awards comprised of performance stock units (PSUs) and time-based restricted stock units (RSUs). Management seeks this advisory approval to validate its pay-for-performance philosophy and to demonstrate alignment between NEO pay and the Company’s financial, safety and sustainability objectives. The Compensation Committee emphasizes that a significant portion of NEO pay is at-risk: the CEO’s targeted pay has a high proportion of PSUs tied to rTSR and ROCE and other sustainability and engagement metrics, while STI payouts depend heavily on Adjusted EBITDA and strategic project execution. The Company also discloses governance features such as clawback policies, stock ownership guidelines and independent consultant review to mitigate excessive risk-taking and strengthen alignment with shareholders. Management notes actual 2025 STI outcomes — below-threshold Adjusted EBITDA but above-target sustainability and safety — and applied committee discretion in final payouts, which highlights both the strengths and trade-offs of the program. A ‘‘FOR’’ vote supports the Board’s view that compensation design appropriately balances retention, competitive pay and incentives for sustainable long-term value creation; a ‘‘AGAINST’’ vote would signal shareholder dissatisfaction and could prompt the Board to adjust metrics, weightings or target levels. Institutional investors will evaluate not only the overall vote outcome but also the narrative and disclosed metrics (Adjusted EBITDA, ROCE, rTSR, EcoVadis scores, employee engagement) to judge whether pay outcomes were justified by performance. Given the program’s complexity and multi-year PSUs, shareholders should consider both short-term payouts and long-term vesting metrics when assessing alignment.

This management proposal requests shareholders to indicate their preferred frequency for future non-binding advisory votes on executive compensation (one, two or three years), with the Board expressly recommending an annual vote. Management argues that an annual Say-on-Pay provides shareholders with regular opportunity to evaluate and comment on executive pay and fosters transparency and dialogue between shareholders and the Board, which is especially relevant given the multi-component compensation program described in the Proxy Statement. Holding the vote annually gives investors more frequent feedback channels and enables the Compensation Committee to respond sooner to shareholder concerns about pay structures, metrics or governance. Conversely, some investors prefer less frequent votes to reduce administrative burden or to allow multi-year incentive outcomes (particularly PSUs with three-year performance periods) to manifest before judgment. The Board’s recommendation for one year reflects its preference for frequent engagement and accountability, while noting the result will remain advisory and non-binding. The proposed voting mechanism chooses whichever option receives the most votes as shareholders’ preferred frequency; the Board will consider but is not legally bound by the outcome. For governance-focused investors, the choice may hinge on whether they prioritize annual accountability or prefer alignment with multi-year incentive cycles; institutional custodians may also have standing policies that influence their votes. In practice, an annual preference typically signals a governance posture expecting ongoing shareholder engagement and regular review of compensation outcomes and rationale.

This proposal asks shareholders to approve the Company’s statutory annual accounts prepared under Luxembourg GAAP for the year ended December 31, 2025 — a routine legal requirement under Luxembourg law that validates management’s reported results and enables public filing of the accounts. Management is seeking this ratification to satisfy statutory obligations and to allow the accounts to be filed with the Luxembourg trade registry; shareholder approval also typically precedes related actions like allocation of profit and discharge votes. In the context of 2025, the Company reported a net loss driven in part by a goodwill impairment, but produced positive adjusted EBITDA and free cash flow; shareholders should therefore consider both the statutory numbers and accompanying management and auditor reports. The independent auditor’s report has been provided and the Audit Committee has recommended inclusion in the Form 10-K, indicating normal audit procedures and committee oversight. Approving the accounts is largely procedural but materially affirms the Board and auditors’ stewardship over financial reporting for the year. A vote against could signal concern about the financial statements or disclosure quality, and may lead to requests for additional explanations or restatements, but absent specific audit issues the practical effect is limited. Given Luxembourg procedure, approval also enables subsequent votes on allocation of results and formalizes the legal record for the company’s financial year. Investors focused on governance and audit quality should note the Audit Committee’s report and the auditor’s independence disclosures in evaluating this proposal.

This management proposal seeks shareholder approval of the Company’s consolidated financial statements under U.S. GAAP for 2025, which is a standard, legally required action in Luxembourg corporate practice and part of the annual corporate housekeeping that enables filing and public dissemination. The consolidated statements incorporate management’s accounting for operating results, the $81 million goodwill impairment recorded in 2025, and reconciliations to non-GAAP metrics such as Adjusted EBITDA and Free Cash Flow that management highlights in its narrative. The Audit Committee has reviewed the consolidated statements and recommended their inclusion in the Form 10-K, and Ernst & Young issued an audit report without qualifications, which supports the Board’s recommendation. From a governance perspective, approval confirms shareholders’ acceptance of the audited consolidated results and the accounting judgments made during the year, but it does not limit shareholders’ ability to question those judgments or pursue claims in limited circumstances. Given the mixed financial picture — adjusted profitability and free cash flow generation versus an accounting loss — investors may scrutinize disclosures on impairment triggers, inventory and working capital trends, and the robustness of internal control and audit processes. Approving the consolidated financials allows the company to proceed with filings and with subsequent AGM votes (e.g., allocation of results), and signals standard acceptance of audited financial reporting. For analysts, the consolidated statements remain a key source for modeling and assessing operational performance versus non-GAAP reconciliations provided by management.

This proposal asks shareholders to acknowledge the 2025 results and to approve the Board’s recommended allocation: confirming interim dividends paid of EUR 4,031,774 and carrying forward the remaining profit to the next financial year. Management frames this allocation in the context of the statutory Luxembourg annual accounts: despite a consolidated net loss on a U.S. GAAP basis, the Luxembourg GAAP stand-alone accounts and prior retained earnings allow for the interim dividend distribution described. Approving the allocation formalizes the accounting treatment of interim dividends and retained earnings and allows public registry filings to reflect the agreed distribution. From a governance perspective, the decision indicates the Board’s willingness to return capital to shareholders even in a challenging macro and company-specific earnings year, supported by positive free cash flow of $54.8 million in 2025. Investors should weigh the dividend against capital priorities such as debt reduction, investment in sustainability projects, or balance sheet improvements — the proxy notes recent amendments to credit agreements and sustainability-linked loan features. The approval also reduces uncertainty about dividend policy and signals management’s view of liquidity adequacy given operational cash generation. If shareholders withhold approval, the company would have to revisit allocations under Luxembourg procedural rules, but under the presented facts the allocation appears consistent with prior Board actions and available distributable reserves. Overall, this is a routine but material corporate finance decision that communicates capital allocation choices in the context of recent financial performance.

This proposal seeks shareholder approval to grant discharge to the Board members for their actions during 2025, a standard Luxembourg corporate-law procedure that, if granted, generally bars the company from bringing liability claims against directors based on facts disclosed in the approved financial statements. Management proposes the discharge after presenting audited accounts and noting no known events that would implicate director liability, while also acknowledging statutory exceptions (e.g., materially incorrect financial statements or 10% minority shareholder claims). The Board and Audit Committee recommend the vote following standard practice once accounts and auditor reports have been considered, signaling confidence in the year’s governance and oversight. For shareholders, a FOR vote typically reflects satisfaction with board oversight of strategy, risk management, audit processes and the handling of notable issues such as the prior-year criminal wire-transfer scheme and the company’s response, which the SEC reviewed and closed without finding. Conversely, withholding or voting against discharge can be a tool to express concerns about governance, risk oversight, or specific operational or financial decisions. The practical effect of approval is legal protection for directors against most claims arising from their 2025 mandates, reducing future litigation risk for the board but not eliminating certain statutory or minority-holder rights. Investors should consider disclosures regarding internal control, audit committee activities, and remediation actions taken during 2025 when assessing whether to grant discharge. Overall, this is a routine governance vote signaling shareholder confidence in management and board stewardship when passed.

This proposal requests shareholder approval to discharge the independent statutory auditor for the 2025 audit engagement, which is a customary post-audit corporate vote under Luxembourg law that limits auditor liability for actions taken during the audited period as reflected in the approved accounts. The Audit Committee has reported to the Board that it reviewed the auditors’ work, discussed critical audit matters with Ernst & Young, and received the auditor’s written independence disclosures; the auditor’s report did not contain qualifications, supporting the Board’s recommendation to grant discharge. A FOR vote signals shareholder acceptance of the audit quality and the committee’s oversight, whereas an AGAINST vote could indicate concerns about audit rigor or independence, potentially prompting engagement with the Audit Committee and the auditor. Discharging the auditor is procedural but meaningful from a liability posture and part of closing the annual reporting cycle prior to appointing the next year’s auditors. Investors should consider the auditor fees, the nature of any audit-related services, and the committee’s pre-approval policies (which the proxy discloses) when making their decision. Given the disclosed audit fees and the Audit Committee’s affirmative recommendation, the Board frames the discharge as appropriate and consistent with normal governance practice. The vote does not restrict shareholders from raising future questions about audit matters or from bringing claims in exceptional circumstances outside the scope of the discharge.

This management proposal asks shareholders to appoint Ernst & Young (Luxembourg) as the Company’s Réviseur d’Entreprises for 2026, a routine annual appointment for the statutory audit required under Luxembourg law. The Audit Committee has reviewed Ernst & Young’s performance, independence and fees and recommends the appointment; the auditor issued an unqualified opinion on the 2025 consolidated financial statements, which supports the Committee’s recommendation. Appointing a reputable firm with prior year knowledge of the Company supports audit continuity and familiarity with key accounting judgments (for example impairment and inventory matters) and ongoing risk oversight. From a governance standpoint, reappointing the incumbent auditor maintains inspection continuity and minimizes transition risks; however, shareholders should consider the level of non-audit services, fee trends and the Audit Committee’s oversight capacity when evaluating the appointment. The proxy discloses audit fees and the Committee’s pre-approval policy, which addresses concerns over independence and permissible services. A vote in favor permits the company to continue with Ernst & Young for statutory Luxembourg audits and signals shareholder confidence in the audit process; a vote against could lead the Board to consider alternative firms or to engage further with the Audit Committee regarding audit quality or fees. Given the auditor’s clean report and Committee endorsement, the Board frames this appointment as a prudent choice to ensure continued rigorous audit oversight in 2026.