Orion S.A.

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all information you should consider. Please read the entire Proxy Statement carefully before voting.

Notice of Annual Meeting of Shareholders

We invite you to attend Orion’s Annual General Meeting of Shareholders either physically or virtually and act upon the following matters:

Agenda and Voting Recommendations

Dr. Christian Eggert

Secretary of the Company

2025 Annual General Meeting

Date and Time Thursday, June 26, 2025, at 2:00 p.m. CET

Place Physical: 6, Route de Trèves L-2633 Senningerberg (Municipality of Niederanven) Grand Duchy of Luxembourg Virtual via live webcast at www.webcasts.com/Orion2025

Record Date April 24, 2025, at 11:59 P.M. CET

How to Vote

In Person At the General Meeting

Over the Internet At www.proxyvote.com

By Mail Sign, date and return the proxy card in the enclosed envelope

Business Highlights

​Achieved $44+ million of Net Income and $300+ million of Adjusted EBITDA for Third Consecutive YearOrion’s net income was approximately $44 million in 2024, a decrease from over $100 million in 2023 and 2022, primarily due to the fraud incident discussed below. In 2024, Orion delivered more than $300MM of adjusted EBITDA for its third consecutive fiscal year, despite nearly 2.5 years of soft manufacturing activity as reflected in the Purchasing Manager Index being below 50% in key North American and European geographies, and despite elevated tire import levels into these regions, which indirectly impact Orion results by pressuring our customers’ local manufacturing activity. Notably, the 2024 EBITDA generation was about 14% higher than pre-pandemic “mid-cycle” achievement thresholds (in 2016-2018, on average), despite approximately 15% lower annual volumes, and despite a stronger dollar during 2024 when compared to that pre-pandemic period.

Successful Commercial Strategy: Awarded Additional Supply Lanes and Diversified Customer Portfolio MixOur annual supply agreement negotiations during 2024 were a success, insomuch as achieving several strategic objectives, such as being awarded additional production lanes in multiple geographies for 2025. Our efforts in customer portfolio rebalancing will enable a more optimal leveraging of our production assets against a variety of prospective economic backdrops and demand scenarios.

Broke Ground on Acetylene-Black Conductive Carbon Manufacturing PlantIn early 2024, Orion broke ground on its greenfield Specialty segment investment at La Porte, Texas, where the company should begin manufacturing high purity and highly conductive acetylene-based conductive carbon additives in the near future. These differentiated grades of carbon black will enable Orion to participate more materially in the carbon-black industry’s highest-growth end markets, including supplying battery inputs for electric vehicles and energy storage systems, as well as conductive materials for high voltage wires and cables, among other applications. The La Porte investment is the final of three organic brownfield and/or greenfield investments the company has made in recent years, including expansions in Italy, China and now the U.S.

Further Advanced Industry’s Circularity Leadership Via Tire Pyrolysis CapabilitiesOrion remains convinced leadership in both decarbonization efforts and innovation related to circularity will translate to competitive advantage over time. To this end, we have established relevant formal partnerships including our 2024 investment in a European tire-recycling company that will facilitate the ramping of commercial scale quantities of tire pyrolysis oil (or TPO) from recycled tires. When coupled with internal infrastructure improvements, such as dedicated TPO storage tanks and related processing capabilities at our plant in Eastern Europe, Orion is uniquely positioned to produce large scale volumes of circular grades of carbon black for customers focused on sustainable solutions. Orion is the only industry participant to have produced circular carbon black from 100% TPO as a feedstock.

Repurchased Nearly 2% of Shares Outstanding in 2024, Ahead of Anticipated Free Cash Flow Inflection for 2025-2026 Upon conclusion of recent EPA compliance and current organic growth projects, Orion is positioned to sharply improve its free cash flow generation. Reflecting high confidence and good visibility around our improving free cashflow in coming years and considering Orion’s share price valuation, management reinitiated share repurchase activity under its existing buyback authorization starting in August of 2024. During the last 5 months of 2024, the company repurchased more than 1.1 million shares, or about 1.9% of shares outstanding, and buyback activity has continued into 2025. Since instituting a share repurchase program a little more than 2 years ago, Orion has bought back around 7% of its net shares outstanding.

Financial Highlights

Orion delivered net income of $44.2 million, about 57% lower than last year, primarily due to the fraud incident discussed below. Despite challenges faced in Western tire production levels and consequently lower than expected rubber demand, Orion delivered an EBITDA about 14% higher than pre-pandemic “mid-cycle” achievement thresholds. While net income was reduced primarily due to the fraud incident, we had our third consecutive year of $300+ million EBITDA, which is mainly a result of our unwavering efforts to diversify our customer portfolio mix by securing new Rubber segment supply agreements and debottlenecking Special segment production lines,

Sustainability Highlights

Our three sustainability pillars, enabling carbon black, circular carbon black and renewable carbon black, are deeply ingrained into our business strategy and day-to-day operations. They are the key drivers for the innovative and sustainable solutions that Orion offers its customers to enable more sustainable everyday living and contribute to the creation of long-term success, growth and business resilience.

Strengthening our sustainability drive is our short-term incentive plan with a 5% weighting for safety performance and an additional 5% weighting for sustainability performance. Our long-term incentive plan is focused on relative Total Shareholder Return (rTSR) and Return on Capital Employed (ROCE) but also has a 12.5% sustainability performance weighting and an additional12.5% employee engagement score weighting. These performance metrics ensure our leadership focus on creating long-term value while aligning with our shareholders’ interests.

We are proud to be named a top workplace by the Houston Chronicle for a second consecutive year, which underscores our continued efforts to become an employer of choice.

Our people’s dedication to Orion’s sustainability pillars is reflected in the achievements and external recognition received as highlighted below.

Board Highlights

The Orion Board of Directors is currently composed of nine directors with an extensive variety of skills, expertise and experience that is deemed critical to support our strategy and create long-term value for shareholders. Each of our directors is independent, except for Mr. Corning Painter, our CEO. On February 27, 2025, our Board of Directors approved the nomination of Ms. Jacqueline Hoogerbrugge for election at our 2025 Annual General Meeting, following the expected retirement of Mr. Hans-Dietrich Winkhaus from the Board of Directors. Mr. Winkhaus is not standing for re-election at the Annual General Meeting.

Orion Board of Directors from left: Mary Lindsay, Michel Wurth, Paul Huck, Kerry Galvin, Dan Smith, Corning Painter, Yi-Hyon Paik, Hans-Dietrich Winkhaus and Didier Miraton

Board Snapshot

The information above reflects our current Board of Directors nominees. It does not include Mr. Hans-Dietrich Winkhaus, who will serve on our Board until his retirement from our Board on June 26, 2025. He will not stand for reelection. Additionally, the information above includes Ms. Jacqueline Hoogerbrugge, who is a new director nominee to be considered for election to the Board of Directors at the Annual General Meeting.

Corporate Governance Highlights

Our Board of Directors believes that good corporate governance through a knowledgeable, accountable and engaged Board and transparent communication with our shareholders and other stakeholders are essential for Orion’s long-term success. The attributes highlighted below demonstrate an accountable, independent and engaged Board that possesses the right mix of skills and experience to support our strategy.

NEO Highlights

Corning F. Painter CEO of Orion

Jeff Glajch CFO of Orion

Sandra Niewiem SVP, Global Specialty Carbon Black and EMEA Region of Orion

Pedro Riveros SVP, Global Rubber Carbon Black and Americas Region of Orion

Carlos Quinones SVP, Global Operations of Orion

Executive Compensation

The Compensation Committee (as defined below) sets rigorous targets for our short-term and long-term incentive plans, increasingly focusing on sustainability and human capital, of which the latter is reflected in our employee engagement metric included in our long-term incentive plan.