Orion Equities Asks Shareholders to Vote on Quitting ASX as Shares Trade at 55% Discount

Orion Equities proposes voluntary delisting from ASX

Orion Equities Limited (ASX:OEQ) will seek shareholder approval at its AGM on 27 November 2026 for a voluntary delisting, being removal from the Official List under Listing Rule 17.11A.2. The proposal was announced on 26 October 2026.

Approval requires a special resolution. The Notice of AGM and Explanatory Statement will be despatched to shareholders shortly.

The Board considers that, on balance, it is in the best interests of the Company for the proposed Delisting to be put to shareholders. For holders of a thinly traded stock, the decision bears on liquidity and costs, with an on-market exit window available before the Suspension Date.

Five reasons the Board is putting delisting to shareholders

The Board set out five reasons for putting the Delisting to shareholders:

1. Small shareholder base: 163 holders as at 23 October 2026, with 24 holding unmarketable parcels (worth less than $500).
2. Thin liquidity: 296k shares (2% turnover) traded in the 9 months to 30 September 2026, against annual turnover of 767k (5%) to 1,396k (9%) over the preceding 4 years.
3. Concentrated register: the top 20 shareholders hold 90%, and have held between 85% and 90% in each year since 2016. Queste Communications Ltd (ASX:QUE) holds 59.86% voting power, and substantial shareholders hold 65.76% combined.
4. Cost savings: an estimated $41,000 per annum across the ASIC Industry Funding Levy, ASX annual listing fees, ASX CHESS fees, Share Registry fees, audit fees and accounting and administration costs.
5. Discount to NTA: a VWAP discount to post-tax net tangible asset (NTA) backing of 55% at 30 June 2026 (NTA $0.43, VWAP $0.19).

The discount to NTA has varied across recent years, as the company’s Annexure C shows.

Orion also recently completed a minimum holding buy-back of 23,769 shares (0.15% of total issued share capital) held by 34 shareholders, at a total cost of $4,753.80 (excluding expenses). The shares were cancelled on 24 September 2026.

What delisting means for shareholders

An ASX delisting removes a company from the exchange’s Official List, so its shares are no longer quoted or traded on the market. For holders of thinly traded shares, it changes how and to whom shares can be sold.

The consequences set out by Orion include:

• Shares cease to be quoted on ASX, and CHESS-sponsored holdings convert to the issuer-sponsored certificated sub-register. No action is required from shareholders.
• Shares can only be sold via off-market private transactions, which require holders to identify and agree terms with potential purchasers. Orion can provide no assurance that a liquid market will exist, and has no present intention to list on another securities exchange.
• Orion is no longer subject to the ASX Listing Rules, but becomes an “unlisted disclosing entity” under the Corporations Act for as long as it has at least 100 members.
• Continuing obligations include continuous disclosure, audited annual and auditor reviewed half-yearly financial statements, and an AGM at least once each calendar year.
• The Chapter 6 takeover provisions continue to apply for as long as Orion has more than 50 members.
• Capital raising would require a full prospectus or a disclosure-exempt placement under section 708 of the Corporations Act.
• The Constitution otherwise remains unchanged, so shareholders keep their voting rights, receive meeting notices and may receive any dividends paid.

Exit options before and after delisting

Before the Suspension Date, shareholders can sell on-market, subject to there being sufficient market depth for the shares.

Orion intends, subject to appointing a broker on acceptable terms, to initiate an on-market “10/12 limit” buy-back. Listing Rule 7.29 requires transactions in a company’s shares on ASX on at least 5 days in the previous 3 months, so the buy-back may not offer a practical opportunity given the lack of liquidity.

The Company does not presently intend any other buy-back, though it reserves the right to undertake one.

After delisting, Orion will investigate and potentially engage a third-party Private Trading Platform Service to facilitate periodic off-market transactions. There is no assurance the Company will engage one or that liquidity will be sufficient.

Delisting timetable and key dates

The timetable is indicative only and subject to change. Orion will announce any changes by ASX announcement. The proposal and Notice of AGM announcements were both made on 26 October 2026.

1. AGM: Friday, 27 November 2026, where shareholders vote on the special resolution.
2. Last day of trading in OEQ shares (anticipated): Tuesday, 29 December 2026.
3. Suspension Date (anticipated): after close of market on Tuesday, 29 December 2026. The actual date will be determined in consultation with ASX after shareholder approval.
4. Delisting Date (anticipated): before market open on Thursday, 31 December 2026. This is the earliest date, and the actual date will be determined in consultation with ASX after shareholder approval. Delisting will occur no earlier than one month after shareholder approval.
5. If ASX agrees to the request, Orion will announce the confirmed Suspension Date and Delisting Date.
6. Commencement of the On-Market Buy-Back will be announced on ASX.

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