Item 4.01 Changes in Registrant’s Certifying Accountant
Resignation of Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft
On February 18, 2021, Orion Engineered Carbons,
S.A. (the “Company”) with approval of its Board of Directors accepted the resignation of Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft
(“EY GmbH”), located in Cologne, Germany, as the Company’s independent registered public accounting firm for
all matters not required by Luxembourg law, effective upon filing of the Company’s Form 10-K for the fiscal year ended December
31, 2020. The decision of the Company was made in connection with the appointment of Ernst & Young LLP (“EY LLP”),
a U.S.-based affiliate of EY GmbH, as the Company’s new auditor for all matters not required by Luxembourg law as described
below, in order to further align the Company’s audit services with other non-audit services being provided by EY LLP in the
United States.
During the Company’s two most recent fiscal
years ended December 31, 2020 and December 31, 2019, there were (i) no disagreements (as described in Item 304(a)(1)(iv) of Regulation
S-K and the related instructions) with EY GmbH on any matter of accounting principles or practices, financial statement disclosure
or auditing scope or procedures, which if not resolved to EY GmbH’s satisfaction, would have caused EY GmbH to make reference
to the subject matter of the disagreements in its reports on the Company’s consolidated financial statements for such years,
and (ii) no “reportable events” as defined in Item 304(a)(1)(v) of Regulation S-K.
EY GmbH audit reports on the Company’s
consolidated financial statements for each of the two most recent fiscal years ended December 31, 2020 and December 31, 2019 did
not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or
accounting principles.
The Company provided EY GmbH with a copy of
the disclosures in this Current Report on Form 8-K prior to filing this Current Report on Form 8-K with the Securities and Exchange
Commission (the “SEC”). The Company has requested that EY GmbH furnish a letter addressed to the SEC stating whether
or not EY GmbH agrees with the statements above. A copy of EY GmbH’s letter dated February 19, 2021 is filed as Exhibit 16.1
to this Current Report on Form 8-K.
EY GmbH will continue to provide permissible
tax, attestation and related services for the Company and its subsidiaries.
Appointment of Ernst & Young LLP
Effective upon filing of the Company’s
Form 10-K for the fiscal year ended December 31, 2020 , Orion Engineered Carbons, S.A. with approval of its Board of Directors
appointed Ernst & Young LLP (“EY LLP”) located in Houston, TX as the Company’s independent registered public
accounting firm for all matters not required by Luxembourg law for the Company’s fiscal year ended December 31, 2021. This
decision is subject to the ratification by the shareholders in the upcoming Annual General Meeting of the Company.
During the Company’s two most recent fiscal
years ended December 31, 2020 and December 31, 2019, neither the Company nor anyone acting on its behalf has consulted with EY
LLP regarding either: (i) the application of accounting principles to a specific transaction, completed or proposed, or the type
of audit opinion that might be rendered on the Company’s consolidated financial statements, and neither a written report
nor oral advice was provided to the Company that EY LLP concluded was an important factor considered by the Company in reaching
a decision as to any accounting, auditing, or financial reporting issue, or (ii) any matter that was either the subject of a “disagreement”
(as defined in Item 304(a)(1)(iv) of Regulation S-K) or a “reportable event” (as described in Item 304(a)(1)(v) of
Regulation S-K).
EY LLP has been engaged for general audit and
review services and not because of any particular transaction or accounting principle, or because of any disagreement with EY GmbH.