Greetings. Welcome to the Orion S.A. Annual General Meeting. As a reminder, this conference is being recorded. It is now my pleasure to introduce your host, Mr. Dan Smith, Chairman of the Board. Thank you. You may begin.
Good afternoon, everyone. I am Dan Smith, Chairman of the Board of Directors of Orion S.A. I would like to welcome you to the Annual General Meeting of Shareholders of the company. In addition to me, all other Directors of the company are present at this Annual General Meeting of Shareholders. Ms. Kerry Galvin, Ms. Jacqueline Hoogerbrugge, Ms. Mary Lindsey, Mr. Paul Huck, Mr. Didier Miraton, Mr. Yi Hyon Paik, Mr. Corning Painter, who is also the CEO of the company. I also welcome Mr. Jon Puckett, CFO of the company, Dr. Christian Eggert, General Counsel of Orion Group, and Mr. Carsten Opitz, the company's Legal Advisor on Luxembourg law matters. As Chairman of the Board of Directors, I declare the meeting open and call myself to be Chairman of the meeting.
In compliance with the provision of the Articles of Association, I call Mr. Carsten Opitz, the company's Legal Advisor, as Secretary of the meeting. I also call Dr. Christian Eggert, Orion Group's General Counsel, as Scrutineer of the meeting. The Scrutineer will supervise the counting of the shareholder votes cast. For each agenda item subject to a vote, I will ask the shareholder representatives to submit the votes of the shareholders as a percentage of votes cast to myself, the Secretary, and the Scrutineer. There are no shareholders physically in attendance at the meeting venue in Luxembourg who could vote during this meeting. I want to remind you that voting during the meeting via telephone is also not possible.
The votes of the shareholders that will be voted in the meeting are such votes of the shareholders of the common shares that are represented by proxy for the meeting duly executed and received by the voting deadline. This includes votes submitted via internet or by telephone. Please note that resolutions will be adopted by a simple majority of the votes validly cast at the Annual General Meeting. I would now like to verify whether the Annual General Meeting has been convened in compliance with both the company's Articles of Association and the Luxembourg Law of Governing Commercial Companies, dated 10th of August 1915, as amended, and whether the meeting has been legally convened and fulfills the requirements in terms of forum.
Article 10 of the Articles of Association requires notice of the General Meeting of Shareholders to be given to shareholders with a minimum of 15 days prior to the meet by publishing the notice in the Luxembourg official gazette and in Luxembourg newspaper as specified by the Board of Directors. Considering this, the Board of Directors published the invitation in the Luxembourg official gazette and in a newspaper commonly delivered in Luxembourg. The public notice regarding the Annual General Meeting of Shareholders was published in Luxembourg Trade and Companies Register on 12 May 2026 and in the newspaper Luxemburger Tageblatt on 11 May 2026. The proxy statement and proxy statement supplements to the Annual General Meeting were made publicly available through the U.S. Securities and Exchange Commission EDGAR system and on the company's website on April 24th, 2026.
The convening notice and agenda of the Annual General Meeting, together with the meeting materials, were also sent by registered mail to the registered shareholders of the company on May 12th, 2026. The convening notice was also uploaded to the company's website on April 24th, 2026. Article 10 of the Articles of Association also provides that the Annual General Meeting of Shareholders shall be held in the Grand Duchy of Luxembourg at the registered office of the company or at such other places may be specified in the convening notice of such meetings within six months after the end of each financial year. The convening notice for every Annual General Meeting of Shareholders shall contain the date, time, place, and agenda of the meeting.
The Board of Directors has decided that the Annual General Meeting of Shareholders shall be held on Thursday, June 25th, 2026 at 2:00 P.M. Central European Time at the registered seat of the company located at 6, Route de Trèves, L-2633 Senningerberg, Municipality of Niederanven, Grand Duchy of Luxembourg. In addition to the opportunity to participate in person, shareholders were also provided with the opportunity to participate in the Annual General Meeting by teleconference. The dial-in information for participation in the Annual General Meeting by teleconference was published on our website on April 24th, 2026. Our shareholders were provided with the possibility to ask questions to the Board of Directors until 11:59 P.M. Central European Time on June 22nd, 2026 by sending an email to our Investor Relations email address together with a group of shareholders. No such questions were sent by shareholders.
It will not be possible to raise questions and vote shares during this meeting if you participate via telephone. The audited statutory annual financial statements for the financial year 2025, including the management report, was made available on the company's website since April 24th, 2026. Also, the audited consolidated financial statements of the company for the financial year 2025, including the management report, was made available on the company's website since April 24th, 2026. Furthermore, these financial statements and management reports were sent by mail to the registered shareholders of the company on May 12th, 2026. The audited statutory annual financial statements for the financial year 2025 and the audited consolidated financial statements for the financial year 2025, including the management report were also available at the registered office of the company since April 23rd, 2026.
The Annual General Meeting will deliberate validly regardless of the number of common shares present or represented by proxy. I note that the Annual General Meeting of Shareholders has been convened in compliance with both the company's articles of association and the Luxembourg Law governing commercial companies, dated 10th of August 1915 as amended, and that the meeting has been legally convened and fulfills the requirements and terms of the Board. I kindly ask the shareholder representatives to show me their proxies for the shares they represent and correspondence which is filled out and signed if any.
I represent the shareholders with 49,025,005 common shares. During the voting procedure, I will expressly state the company represented, common shares the shareholder voted for or against, or abstain from a vote as a percentage of the number of shares cast as a vote on the respective agenda item. Please note that we have rounded the percentage in accordance with established rules for such rounds.
Thank you, Ms. Galvin. I kindly ask the Secretary and Scrutineer to note that out of a total of 60,992,259 common shares of the company having no par value, 4,603,610 common shares were held by the company as of April 23rd, 2026, which is the record date for this meeting, and therefore are not entitled to vote, and 56,388,649 common shares are entitled to vote, of which 49,025,005 common shares have voted and are represented at the meeting. I further ask the Secretary and Scrutineer to note that this equals a total vote of approximately 86.94% of the common shares that are entitled to vote and are best represented at this meeting. As the meeting has now come to an order, we shall move on to the matters that should be discussed and decided in this Annual General Meeting in accordance with the agenda.
One or more shareholders of record holding at least 10% of the common shares may put items on the agenda at the Annual General Meeting, provided such item is accompanied by a justification or a draft resolution to be adopted at the meeting. I verify hereby that no additional items were put on the agenda for the meeting. I would now like to start with the fifth item of the agenda, which is the presentation of the management report by the Board of Directors and the reports of the independent auditors of the company in relation to the annual accounts and the consolidated financial statements of the company for the financial year that ended on December 31, 2025.
I would like to ask Mr. Painter, the CEO of the company, to provide our shareholders with a brief overview of the business of the company in the financial year 2025. And to present the management report and audited financial statements for the financial year 2025 on behalf of the Board of Directors.
Thank you, Dan. Good morning, fellow shareholders, and thank you for joining us today. Considering the unprecedented events in the Middle East in recent months of the current year, 2025 feels like a distant memory. It's worth reflecting on 2025 nonetheless, especially given that last year represented one of the most challenging years historically for the global chemical space. To briefly recap, several macro factors impacted the industry. Western Purchasing Managers' Index in Europe and North America languished below 50 for the third consecutive year, underpinned by soft demand in vital end markets, including housing and construction, consumer durables, and the transportation space, among others. Demand headwinds were amplified by uncertainty created by global trade friction, including broad tariff pronouncements by the U.S. government.
Persistent and onerous regulations in Europe have disadvantaged producers on that key continent, resulting in waves of capacity closures or shutdown pronouncements and structural global overcapacity for many commodity chemicals, coupled with aggressive export activity by Chinese producers, pressured industry sub-sectors around the world. Despite Orion's normally resilient characteristics, our company endured unique indirect headwinds as an import surge of lower-value tires into our key Western regions pressured our Rubber segment customers' production rates. Moreover, oil prices declined throughout much of 2025, resulting into an incremental drag on our financial performance. Soft industrial end markets more generally impacted our Specialty segments demand environments. These trough fundamental demand conditions during 2025 gave our key Rubber segment customers the upper hand with respect to negotiating leverage. Accordingly, we adapted by pivoting towards a win with our customers commercial strategy, through which we strengthened 2025 negotiations.
This set the stage for what we believe will be trough earnings for Orion in calendar 2026. Meanwhile, reflecting the industrial activity malaise and macro uncertainty amongst other factors, investor sentiment towards the broader chemical segment in particular was abysmal last year. Orion's equity share price, unfortunately, was not immune. Despite this negativity, our highlights to share for the full year of 2025, Orion generated adjusted EBITDA of $248 million and $55 million free cash flow, a meaningful achievement against a soft demand backdrop. The free cash flow performance reflects disciplined working capital management as well as reduced CapEx despite some residual growth spend. For additional context, $55 million of free cash flow, or about $1 per share, represented a free cash flow yield of over 20% based on the low for our stock price during the fourth quarter of last year.
This reflects just how harsh investor sentiment towards small cap chemicals has become entering 2025. To navigate the challenging backdrop, we initiated a broad set of actions, including cost, productivity, and efficiency initiatives intended to deliver hard savings. We also rationalized portions of our production footprint and significantly reduced capital expenditure given an intensified focus on returns as well as cash generation. At the same time, we sharpened our focus on improving plant performance. Ongoing operational excellence initiatives gained traction, resulting into meaningful improvements in plant reliability and better customer service levels, particularly in North America. Importantly, we did all of this while maintaining the core values that define Orion. Safety remains central to our culture, and 2025 was one of our strongest years in our history for safety performance, with results significantly better than the broader industry benchmarks.
We also continue to make meaningful progress on sustainability, including being awarded EcoVadis Platinum Rating, placing us among the top 1% of companies evaluated globally. Finally, Orion finished 2025 on a positive note with stronger than expected fourth quarter results. Volumes were higher than anticipated, particularly in our specialty segment. Demand conditions in the rubber business also stabilized as year-end factory curtailments were not as severe as our customers originally had forecast. 2026 ensued additional considerations and reason to be optimistic emerged. Durable 232 tariffs in the U.S. are having a positive effect on import levels, with data indicating a gradual inflection. Purchasing Managers' Index readings in both Europe and North America turned positive in the beginning of this year and have now been above 50 for the last four to five months.
The freight industry has begun recovering from its multi-year recession. Serving as a positive harbinger of replacement truck tire demand, which represents more than a third of carbon black demand deployed in the key tire end market. Customer ordering behaviors have implied that supply chain inventories became extremely lean, particularly in our specialty segment. Collectively, these factors might be considered as green shoots, setting the stage not only for improved fundamentals, but also for a better contract negotiation for 2027. More recently, the European Commission announced draft definitive duties on tires being exported from China to the E.U., which should support more local tire manufacturing in the key European geography. Further, impending changes to the USMCA trade agreement could further support our U.S. footprint.
These positive indicators, coupled with our self-help actions, set the stage for a pathway through which Orion's inherently greater earnings power, stronger cash generation, and intrinsic value can be restored. Of course, these underlying improvements are separate and distinct from the events which have transpired at the beginning of March this year, namely the conflict in the Middle East and the consequent surge in volatility in energy prices. Naturally, this has added another layer of complexity to the macro backdrop. Constraints around feedstock availability and elevated logistics costs help operating conditions in many global chemical industry segments, spurring price momentum in certain value chains. The durability of these benefits, however, is uncertain. For Orion, the impact of these dynamics is more nuanced. We do not mind higher energy prices. Higher feedstock costs are generally recovered through contractual pass-through mechanisms across much of our portfolio, particularly in our rubber segment.
That said, elevated oil prices also translate into higher working capital requirements. We've doubled down on efforts to find offsets in key working capital areas, namely inventories, payables, and receivables. Perhaps more importantly, disruptions caused by the Middle East conflict have reinforced a theme we've long emphasized: the strategic importance of regional or localized supply chains. Indeed, there are indications that purchasing behaviors are increasingly prioritizing regional supply chain proximity for security of supply and purpose, a dynamic that favors our approach. Given the fluidity of the situation, including the recently announced peace agreement between the U.S. and Iran, we're by no means relying on the geopolitically driven dislocations to fuel our performance. Conversely, our focus remains squarely on the execution of things we can control. Disciplined and proactive pricing actions where appropriate, judicious management of working capital, and continued vigilance on operational improvements and cost initiatives.
Despite limited near-term visibility on the macro front, these collective internal actions will help Orion successfully navigate the challenging backdrop and position the company to deliver a tangible improvement in our results as the carbon black industry's fundamentals rebalance and further along. In closing, I'd like to once again thank our employees for their dedication and performance throughout a demanding year, our customers for their continued trust, and you, our shareholders, for your ongoing support. Thank you.
Thank you very much, Painter. As stated, I note that no questions were submitted by the shareholders electronically or in person. I would therefore like to close this item on the agenda and move on to call for a vote of all other agenda items from item number one to item number 10 of the agenda of the Annual General Meeting as published on May 12 through the Luxembourg Trade and Companies Register and on May 11 in the newspaper Luxemburger Tageblatt for a vote. Agenda item number 10, the Board of Directors proposed that the shareholders resolve as follows.
Ms. Kerry Galvin is appointed by the General Meeting as a Director of the company for a term ending on the date of the Annual General Meeting of Shareholders of the company call to approve the company's annual account and consolidated financial statements for the financial year ending December 31, 2026.
I represent the shareholders which voted with 97.91% common shares voting in favor, 2.01% common shares voting against, and 0.08% common shares abstaining from vote.
I therefore kindly ask the Secretary and the Scrutineer to note this outcome and that the resolution is adopted as proposed by the Board of Directors. Agenda item Number 1, Level 2. The Board of Directors proposes that the shareholders resolve as follows: Ms. Jacqueline Hoogerbrugge is appointed by the Annual General Meeting as Director of the company for a term ending on the date of the Annual General Meeting of Shareholders of the company called to approve the company's annual account and consolidated financial statements for the financial year ending December 31, 2026.
I represent the shareholders which voted with 98.44% common shares voting in favor, 1.48% common shares voting against, and 0.08% common shares abstaining from vote.
I therefore kindly ask the Secretary and the Scrutineer to note this outcome and that the resolution is adopted as proposed by the Board of Directors. Agenda item Number 1, Subset 3. The Board of Directors proposes that the shareholders resolve as follows: Mr. Paul Huck is appointed by the General Meeting as Director of the company for a term ending on the date of the Annual General Meeting of Shareholders of the company called to approve the company's annual accounts and consolidated financial statements for the financial year ending December 31, 2026.
I represent the shareholders which voted with 97.31% common shares voting in favor, 2.62% common shares voting against, and 0.07% common shares abstaining.
I therefore kindly ask the Secretary and the Scrutineer to note this outcome, and that the resolution is adopted as proposed by the Board of Directors. Agenda item Number 1, Sub-4 . The Board of Directors propose the shareholders resolve as follows: Ms. Mary Lindsey is appointed by the General Meeting as Director of the company for a term ending on the date of the Annual General Meeting of Shareholders of the company call to approve the company's annual accounts and consolidated financial statements for the financial year ending December 31, 2026.
I represent the shareholders which voted with 98.08% common shares voting in favor, 1.84% common shares voting against, and 0.08% common shares abstaining from voting.
I therefore kindly ask the Secretary and the Scrutineer to note this outcome and that the resolution is adopted as proposed by the Board of Directors. Agenda item Number 1, Subset-5 . The Board of Directors propose that the shareholders resolve as follows: Mr. Didier Miraton is appointed by the General Meeting as Director of the company for a term ending on the date of the Annual General Meeting of shareholders of the company call to approve the company's annual accounts and consolidated financial statements for the financial year ending December 31, 2026.
I represent the shareholders which voted with 97.30% common shares voting in favor, 2.62% common shares voting against, and 0.08% common shares abstaining from vote.
I therefore kindly ask the Secretary and Scrutineer to note this outcome, that the resolution is adopted and as proposed by the Board of Directors. Agenda item Number 1, Subset-6 . The Board of Directors propose the shareholders resolve as follows: Mr. Yi Hyon Paik is appointed by the General Meeting as Director of the company for a term ending on the date of the Annual General Meeting of shareholders of the company call to approve the company's annual accounts and consolidated financial statements for the financial year ending December 31, 2026.
I represent the shareholders which voted with 98.02% common shares voting in favor, 1.90% common shares voting against, and 0.08% common shares abstaining from voting.
I therefore kindly ask the Secretary and the Scrutineer to note this outcome, that the resolution is adopted as proposed by the Board of Directors. Agenda item Number 1, Subset-7 . The Board of Directors propose that the shareholders resolve as follows: Mr. Corning Painter is appointed by the General Meeting as Director of the company for a term ending on the date of the Annual General Meeting of shareholders of the company call to approve the company's annual accounts and consolidated financial statements for the financial year ending December 31, 2026.
I represent the shareholders, which voted with 97.31% common shares voting in favor, 2.62% common shares voting against, and 0.08% common shares abstaining from voting.
I therefore kindly ask the Secretary and the Scrutineer to note this outcome, and that the resolution is adopted as proposed by the Board of Directors. Agenda item Number 1, Su bset-8. The Board of Directors propose that the shareholders resolve as follows. Mr. Dan Smith is appointed by the General Meeting as Director of the company for a term ending on the date of the Annual General Meeting of Shareholders of the company called to approve the company's annual accounts and consolidated financial statements for the financial year ending December 31, 2026.
I represent the shareholders, which voted with 97.27% common shares voting in favor, 2.65% common shares voting against, and 0.08% common shares abstaining from vote.
I therefore kindly ask the Secretary and the Scrutineer to note this outcome, and that the resolution is adopted as proposed by the Board of Directors. Agenda item Number 2. The Board of Directors propose that the shareholders resolve as follows. The members of the Board shall be remunerated during the financial year that ends on December 31, 2026 as follows. Each Non-Executive Director shall receive a cash retainer of $105,000 and restricted common shares of the company with a value of $137,500 at the time of issue, with such awards generally subject to vesting only if the Director serves the full approximate one-year term she or he was appointed for. The Non-Executive Chairman of the Board shall receive an additional cash retainer of $105,000. The Chairman of the Audit committee of the Board shall receive an additional cash retainer of $25,000.
The Chairman of the Compensation committee of the Board shall receive an additional cash retainer of $25,000. The Chairman of the nominating, sustainability and governance committee shall receive an additional cash retainer of $20,000. Each non-chairing, non-executive member of the following Board committees shall receive an additional cash retainer as follows. For Audit committee members, an additional cash retainer of $10,000. For compensation committee members, an additional cash retainer of $7,000. For nominating, sustainability, and governance committee members, an additional cash retainer of $5,000.
I represent the shareholders, which voted with 96.81% common shares voting in favor, 3.12% common shares voting against, and 0.07% common shares abstaining from vote.
I therefore kindly ask the Secretary and the Scrutineer to note this outcome, and that the resolution is adopted as proposed by the Board of Directors. Agenda item Number 3: The Board of Directors propose that the shareholders resolve as follows. Approval on a non-binding advisory basis of the compensation paid to the company's named executive officers, as disclosed in the proxy statement for the company's 2026 Annual General Meeting of Shareholders.
I represent the shareholders, which voted with 95.79% common shares voting in favor, 4.13% common shares voting against, with 0.07 common shares abstaining from vote.
I therefore kindly ask the Secretary and the Scrutineer to note this outcome, and that the resolution is adopted as proposed by the Board of Directors. Agenda item Number 4. The Board of Directors propose that the shareholders resolve as follows. The approval on a non-binding advisory basis of the frequency of the future advisory vote on the company's named executive officer compensation.
I represent the shareholders, which voted with 95.12% common shares voting for one year, 0.01% common shares voting for two years, 4.84% common shares voting for three years, 0.03% common shares abstaining from vote.
I therefore kindly ask the Secretary and the Scrutineer to note this outcome, that the resolution is adopted as proposed by the Board of Directors. Agenda item Number 5: The Board of Directors propose that the shareholders resolve as follows. The annual accounts for the company in accordance with Luxembourg law and based on Luxembourg GAAP for the financial year that ended on December 31, 2025, after due consideration of the report from an independent auditor, such accounts are approved.
I represent the shareholders, which voted with 97.83% common shares voting in favor, 0.98% common shares voting against, 1.19% common shares abstaining from vote.
I therefore kindly ask the Secretary and the Scrutineer to note this outcome, that the resolution is adopted as proposed by the Board of Directors. Agenda item Number 6: The Board of Directors propose that the shareholders resolve as follows. The consolidated financial statements of the company in accordance with Luxembourg law and based on U.S. GAAP for the financial year that ended on December 31, 2025, after due consideration of the report from the independent registered public accounting firm on such consolidated financial statements are approved.
I represent the shareholders, which voted with 97.82% common shares voting in favor, 0.98% common shares voting against, and 1.20% common shares abstaining from vote.
I therefore kindly ask the Secretary and the Scrutineer to note this outcome, and that the resolution is adopted as proposed by the Board of Directors. Agenda item Number 7. The Board of Directors propose that the shareholders of the company hereby resolve to acknowledge the following: results brought forward from the previous financial year 2024, EUR 97,232,563. Result of financial year 2025, a loss of EUR 4,743,251. Allocate the profit of the financial year as follows: interim dividend distributions made during the financial year 2025 of EUR 4,031,774. Remaining profit of the financial year 2025, EUR 88,457,536. Total amount to be carried forward to the following financial year, EUR 88,457,536.
I represent the shareholders, which voted with 98.96% common shares voting in favor, 1.0% common shares voting against, and 0.04% common shares abstaining to vote.
I therefore kindly ask the Secretary and the Scrutineer to note this outcome, and that the resolution is adopted as proposed by the Board of Directors. Agenda item Number 8. The Board of Directors propose that the shareholders resolve as follows: members of the Board of Directors are discharged for the performance of their mandates during the financial year that ended on December 31, 2025, including discharge from any liability in connection with the performance of their mandates, including the management of the company's affairs during such period.
I represent the shareholders, which voted with 97.31% common shares voting in favor, 1.40% common shares voting against, and 1.29% common shares abstaining to vote.
I therefore kindly ask the Secretary and the Scrutineer to note this outcome, and that the resolution is adopted as proposed by the Board of Directors. Agenda item Number 9 . The Board of Directors propose that the shareholders resolve as follows: the independent auditor, Ernst & Young Société Anonyme- Cabinet de révision agréé, is discharged from any liability in connection with the performance of its mandate during the financial year that ended on December 31, 2025, including the audit of the company's annual accounts and consolidated financial statements for such period.
I represent the shareholders, which voted with 97.13% common shares voting in favor, 1.33% common shares voting against, and 1.53% common shares abstaining to vote.
I therefore kindly ask the Secretary and Scrutineer to note this outcome, and that the resolution is adopted as proposed by the Board of Directors. Agenda item Number 10. The Board of Directors propose that the shareholders resolve as follows: Ernst & Young Société Anonyme- Cabinet de révision agréé is appointed as independent auditor of the company for all statutory accounts required by Luxembourg law for the financial year ending on December 31, 2026.
I represent the shareholders, which voted with 98.99% common shares voting in favor, 0.99% common shares voting against, and 0.02% common shares abstaining to vote.
I therefore kindly ask the S ecretary and the Scrutineer to note this outcome, and that the resolution is adopted as proposed by the Board of Directors. Agenda item Number 11. The Board of Directors propose that the shareholders resolve as follows: the shareholders of the company hereby ratify the appointment of Ernst & Young LLP to be the company's independent registered public accounting firm for all matters not required by Luxembourg law for the financial year ending on December 31, 2026.
I represent the shareholders, which voted with 98.99% common shares voting in favor, 0.99% common shares voting against, and 0.02% common shares abstaining to vote.
I therefore kindly ask the Secretary and the Scrutineer to note this outcome, and that the resolution is adopted as proposed by the Board of Directors. Does anybody wish to discuss any additional matters in connection with the agenda of this Annual General Meeting of Shareholders? I note that not to be the case. Now that all matters constituting the agenda of the Annual General Meeting of the Shareholders have been handled, I hereby declare the meeting closed at 2:35 P.M. Central European Time. Thank you, and have a great day.