Umicore

AGM Information • Apr 26, 2024

UMICORE Limited Liability Company 1000 Brussels, Broekstraat 31 rue du Marais VAT BE 0401.574.852 RLE Brussels (the "Company")

MINUTES

of the ordinary and special shareholders' meetings held on Thursday 25 April 2024 at the registered office of the Company at 1000 Brussels, Broekstraat 31 rue du Marais

The meeting was opened at 17:00 CEST with Mr Thomas Leysen, chairperson of the supervisory board (the "Chair"), presiding.

1) Composition of the committee:

The Chair appoints Mrs Géraldine Nolens as secretary. Messrs Yves Gravenstein and Quentin Azau are appointed as scrutineers.

2) Verification by the committee:

The Chair submits the following documents:

• the proofs of the convening notices and the agenda which were published in the following newspapers on 26 March 2024:
  • the Belgian Official Gazette;
  • De Standaard;
  • Le Soir.

These convening notices were also published on the website of Umicore (www.umicore.com) on 26 March 2024, together with inter alia the postal voting and proxy forms, as well as the annual accounts and the reports mentioned in the agenda. The convening notices were also published through a press release.

• a copy of the convening notices which were sent on 26 March 2024 to the holders of registered shares, the members of the supervisory board and the statutory auditor;
• the consolidated lists of the shares and shareholders transmitted by the financial institutions in view of their registration;
• the postal voting forms and proxies received;
• the attendance list;
• the minutes of the plenary meeting of the works' councils at which information on the year's results was provided.

3) Presentations - questions:

The Chair addresses the attending shareholders.

He gives the floor to Mr Mathias Miedreich, CEO, who comments the annual accounts and the results for financial year 2023.

Subsequently, written and verbal questions from the shareholders are answered.

4) Number of shares – attendance list - quorum:

The final attendance list is submitted to the Chair. He notes that the shareholders participating in the general meetings have complied with article 20 of the articles of association with regard to the conditions for admission to the meetings and he declares

• that the Company presently has 246,400,000 shares in issuance;
• that the Company held 5,928,783 own shares (representing 2.41% of its capital) on the registration date (i.e. on 11 April 2024);
• that the voting rights attached to these own shares are suspended (article 7:217 §1 of the Code of companies and associations Code (the "BCCA")), and that these shares are also not taken into account when calculating the attendance and majority quorums (article 7: 140 of the BCCA);
• that, according to the attendance list, a total of 143,601,988 shares are represented at the meetings. Each share is entitled to one vote;
• that there is no attendance quorum for these general meetings and that, in order to be validly adopted, the agenda items of these general meetings require a simple majority of the votes cast. In all cases, abstention votes will be disregarded when calculating the voting results.

5) Agenda - deliberation

The Chair then states that the meetings are validly constituted to deliberate on the various items of the agenda, namely:

A. Ordinary shareholders' meeting

1. Annual report of the supervisory board and report of the statutory auditor on the statutory annual accounts for the financial year ended on 31 December 2023.

Comments by the supervisory board: Pursuant to articles 3:5 and 3:6 of the Belgian Code of companies and associations (the "BCCA"), the supervisory board has drafted an annual report in which it accounts for its management. Pursuant to articles 3:74 and 3:75 of the BCCA, the statutory auditor has drafted a detailed report. These reports do not need to be approved by the shareholders.

• 1. Approval of the remuneration report. Proposed resolution:
  2. Approving the remuneration report for the financial year ended on 31 December 2023 as included in the annual report of the supervisory board.
• 1. Approval of the statutory annual accounts for the financial year ended on 31 December 2023 including the proposed allocation of the result.

Proposed resolution:

• Approving the statutory annual accounts for the financial year ended on 31 December 2023 showing a profit for the financial year in the amount of EUR 268,439,268.34.

-		Taking into account:
	(1)	the profit of the 2023 financial year:	EUR 268,439,268.34
	(2)	the profit carried forward from
		the previous financial year:	EUR 570,200,959.31
	(3)	the allocations to and releases from the unavailable
		reserve related to the movements in the own shares
		in 2023: EUR 63,384,216.42
	(4)	the interim dividend paid out in August 2023:	EUR -60,100,604.25
		the result to be appropriated stands at	EUR 841,923,839.82

• Approving the proposed appropriation of the result including the payment of a gross dividend of EUR 0.80 per share (*). Considering the gross interim dividend of EUR 0.25 per share paid in August 2023, a balance gross amount of EUR 0.55 per share (*) will be paid on Thursday 2 May 2024.

(*) The actual gross dividend amount (and, subsequently, the balance amount) per share may fluctuate depending on possible changes in the number of own shares held by the Company between Thursday 25 April 2024 (i.e. the date of the ordinary shareholders' meeting) and Friday 26 April 2024 at Euronext Brussels closing time (i.e. the date entitling the holder of Umicore shares to the dividend (balance) relating to the financial year ended on 2023). The own shares are not entitled to a dividend.

1. Communication of the consolidated annual accounts for the financial year ended on 31 December 2023 as well as the annual report of the supervisory board and the statutory auditor's report on those consolidated annual accounts.

Comments by the supervisory board:

This item relates to the submission of the consolidated annual accounts of the Company. The supervisory board has drafted a report on these annual accounts pursuant to article 3:32 of the BCCA; the statutory auditor has drafted a detailed report pursuant to article 3:80 of the BCCA. These annual accounts and reports do not need to be approved by the shareholders.

1. Discharge to the members of the supervisory board.

Proposed resolution:

• Granting discharge to the members of the supervisory board for the performance of their mandate during the financial year ended on 31 December 2023.
• 1. Discharge to the statutory auditor.

Proposed resolution:

• Granting discharge to the statutory auditor for the performance of his mandate during the financial year ended on 31 December 2023.
• 1. Supervisory board composition.

The mandates of Messrs Thomas Leysen, Koenraad Debackere and Mark Garrett, and of Mrs Birgit Behrendt expire at the end of this shareholders' meeting. Considering Mr Mario Armero has tendered his resignation as supervisory board member effective at the end of this shareholders' meeting, it is proposed:

• to re-elect Mr Thomas Leysen as member of the supervisory board;
• to re-elect Mr Koenraad Debackere as independent member of the supervisory board. The criteria used to assess his independence are those set forth in article 3.5 of the 2020 Belgian Code on corporate governance;
• to re-elect Mr Mark Garrett as independent member of the supervisory board. The criteria used to assess his independence are those set forth in article 3.5 of the 2020 Belgian Code on corporate governance;
• to re-elect Mrs Birgit Behrendt as independent member of the supervisory board. The criteria used to assess her independence are those set forth in article 3.5 of the 2020 Belgian Code on corporate governance.
• to elect Mr Frédéric Oudéa as new member of the supervisory board. Frédéric Oudéa, a French citizen, is a graduate of the École Polytechnique and the École Nationale d'administration. He spent most of his career in the banking sector, at Société Générale, where he was appointed CEO from 2008 till 2023. He is currently chairman of Sanofi and senior independent director of Capgemini. He is also senior executive advisor to GBL Group.
• to elect Mr Philip Eykerman as new, independent member of the supervisory board with effective date 1 November 2024. The criteria used to assess his independence are those set forth in article 3.5 of the 2020 Belgian Code on corporate governance.

Philip Eykerman, a Belgian citizen, is president of the Health, Nutrition & Care division at DSM-Firmenich and member of its executive committee. Mr. Eykerman joined DSM in 2011 as executive vice-president corporate strategy & acquisitions. He later took on additional responsibilities, including for DSM's food specialties and pharma activities. Before joining DSM, Mr. Eykerman was a partner at McKinsey & Company, and the leader of McKinsey's chemicals practice in the Benelux and France. He holds a master's in Chemical Engineering from KU Leuven, Belgium, and in Refinery Engineering from the French Petroleum Institute, France.

Proposed resolutions:

• Re-electing Mr Thomas Leysen as member of the supervisory board for a period of three years expiring at the end of the 2027 ordinary shareholders' meeting;
• Re-electing Mr Koenraad Debackere as independent member of the supervisory board for a period of three years expiring at the end of the 2027 ordinary shareholders' meeting;
• Re-electing Mr Mark Garrett as independent member of the supervisory board for a period of one year expiring at the end of the 2025 ordinary shareholders' meeting;
• Re-electing Mrs Birgit Behrendt as independent member of the supervisory board for a period of three years expiring at the end of the 2027 ordinary shareholders' meeting.
• Electing Mr Frédéric Oudéa as new member of the supervisory board for a period of three years expiring at the end of the 2027 ordinary shareholders meeting;

• Electing Mr Philip Eykerman as new, independent member of the supervisory board with effective date 1 November 2024 for a period expiring at the end of the 2027 ordinary shareholders meeting.

• 1. Remuneration of the supervisory board. Proposed resolution:
  2. Approving the supervisory board members' remuneration proposed for the financial year 2024 consisting of: - at the level of the supervisory board:
     • (1) for the chairperson:
       • (a) a fixed fee of EUR 140,000,

(b) by way of additional fixed remuneration, a grant of 2,000 Umicore shares, which shares must be kept until at least one year after the chairperson leaves the supervisory board and at least three years after the moment of award pursuant to article 7.6 of the 2020 Belgian Code on corporate governance.

• (2) for each other member:
  • (a) a fixed fee of EUR 30,000,
  • (b) a fee per attended meeting of: (i) EUR 3,000 for each Belgium-based member and
    • (ii) EUR 4,000 (in case of physical attendance) or EUR 3,000 (in case of attendance by means of tele- or videoconference) for each foreign-based member, and

(c) by way of additional fixed remuneration, a grant of 1,000 Umicore shares, which shares must be kept until at least one year after the member concerned leaves the supervisory board and at least three years after the moment of award pursuant to article 7.6 of the 2020 Belgian Code on corporate governance.

• at the level of a) the audit committee and b) the sustainability committee:
  • (1) for the chairperson:
    • (a) a fixed fee of EUR 10,000 and

(b) a fee per attended meeting of EUR 5,000 (general rule) or EUR 6,000 (only in case of physical attendance and for committee meetings not combined with a supervisory board meeting, and only if the chairperson is foreign-based)

• (2) for each other committee member:
  • (a) a fixed fee of EUR 5,000 and

(b) a fee per attended meeting of EUR 3,000 (general rule) or EUR 4,000 (only in case of physical attendance and for committee meetings not combined with a supervisory board meeting, and only if the member is foreign-based).

• at the level of a) the nomination and remuneration committee and b) the investment committee:
  • (1) for the chairperson: no remuneration.
  • (2) for each other committee member:

(a) a fixed fee of EUR 5,000 and

(b) a fee per attended meeting of EUR 3,000 (general rule) or EUR 4,000 (only in case of physical attendance and for committee meetings not combined with a supervisory board meeting, and only if the member is foreign-based).

• 1. Re-election of the statutory auditor and remuneration.
• Proposed resolutions:
  • On motion by the supervisory board, acting upon recommendation of the audit committee and upon nomination by the works' council, the shareholders' meeting resolves to renew the mandate of the statutory auditor, EY Bedrijfsrevisoren BV / EY Réviseurs d'Entreprises SRL, with registered office at 1831 Diegem, Kouterveldstraat 7b, for a duration of three years, up to and including the ordinary shareholders' meeting of 2027. The statutory auditor will be represented by Mr Marnix Van Dooren and Mrs Eef Naessens, and is entrusted with the audit of the statutory and the consolidated annual accounts. The annual remuneration of the statutory auditor for the financial years 2024 through 2026 is fixed at EUR 581,000 (exclusive of VAT). This amount will be indexed each year based on the evolution of the consumer price index (health index).
  • The statutory auditor is also charged with the assignment regarding the assurance of sustainability information in relation to the financial year 2024 (of for any longer duration which the Belgian law transposing the CSRD, as below defined, may require, if applicable). This assignment is imposed by the EU Directive 2022/2464 of 14 December 2022 of the European Parliament and the European Council as regards corporate sustainability reporting (the "Corporate Social Responsibility Directive" or "CSRD"), which should be transposed into Belgian law before 6 July 2024. The sustainability information referred to above also contains the information required by article 8 of the European Regulation (EU) 2020/852 on the establishment of a framework to facilitate sustainable investment (the "EU Taxonomy"). The assignment granted to the statutory auditor by this paragraph shall be considered to be the legal assignment under the Belgian law transposing the CSRD, once it has been adopted. The remuneration of the statutory auditor for that assignment shall be agreed between the Company and the statutory auditor in accordance with the Belgian law transposing the CSRD.

B. Special shareholders' meeting

• 1. Approval of change of control provisions.
  2. Proposed resolutions:
     • Approving, in accordance with article 7:151 of the BCCA, clause 10.1 n) of the conditional grant agreement (the "Grant Agreement") with effective date 23 August 2023 between the Company (as guarantor), Umicore

• Rechargeable Battery Materials Canada Inc. (as recipient) and the province of Ontario (Canada) (as grantor – "Ontario"), which 1) entitles Ontario a) to immediately terminate the Grant Agreement, b) to be relieved from of all obligations to make disbursements under the Grant Agreement, c) to retain the performance payment and any unpaid carry forward amount under the Grant Agreement, and d) to avail itself of any available remedies permitted by law, or exercise any right or recourse and/or proceed against the recipient, and 2) will cause the total clawback amount (as defined in the Grant Agreement) to become immediately due and payable to Ontario, in the event that a person (or two or more persons acting jointly or in concert) acquires shares in the capital of the Company, resulting in such person(s) having direct or indirect beneficial ownership of 30% or more of the outstanding shares of voting shares in the capital of the Company;
• Approving, in accordance with article 7:151 of the BCCA, clause 9.2 of the sustainability-linked revolving facility agreement dated 15 December 2023 between Umicore (as borrower) and several financial institutions (as lenders), which exempts the lenders from further funding (except under rollover loans) and also, under certain conditions, entitles them to cancel their commitment under said agreement, causing their participation in all amounts (outstanding loans, accrued interests and any other amounts) to be immediately due and payable, in the event that any person or group of persons acting in concert gain(s) control over Umicore;
• Approving, in accordance with article 7:151 of the BCCA, article 4.3.A(3) of the finance contract dated 7 February 2024 between Umicore (as borrower) and the European Investment Bank (as lender), which entitles the latter to cancel the undisbursed portion of the credit and demand prepayment of the loan outstanding, together with accrued interest and all other amounts accrued and outstanding under the finance contract, in the event that a change-of-control event occurs or is likely to occur in respect of Umicore.

VOTING

A. ORDINARY GENERAL MEETING

1. Annual report of the supervisory board and report of the statutory auditor on the statutory annual accounts for the financial year ended on 31 December 2023.

Since copies of the supervisory board's annual report and the auditor report on the statutory annual accounts were sent to the holders of registered shares on 26 March 2024 and were made available to the holders of dematerialized shares on the same date, the Chair does not read out these documents.

The Chair states that the plenary meeting of the works' councils received all the information they requested on these reports and the statutory annual accounts at the plenary meeting on the year's results which was held on 16 April 2024.

2. Approval of the remuneration report.

First resolution

The shareholders' meeting approves the remuneration report for the financial year ended on 31 December 2023.

This resolution is adopted with 131928483 votes IN FAVOUR, 11672493 votes AGAINST and 1012 ABSTENTIONS.

1. Approval of the statutory annual accounts for the financial year ended on 31 December 2023 including the proposed allocation of the result.

Second resolution

The shareholders' meeting approves the statutory annual accounts for the financial year ended on 31 December 2023 showing a profit for the financial year in the amount of EUR 268,439,268.34

Taking into account:

-	the profit of the 2023 financial year:		EUR 268,439,268.34
-	the profit carried forward from
	the previous financial year:	EUR	570,200,959.31
-	the allocations to and releases from the unavailable
	reserve related to the movements in the own shares
	in 2023:	EUR	63,384,216.42
-	the interim dividend paid out in August 2023:		EUR -60,100,604.25
the result to be appropriated stands at			841,923,839.82

The shareholders' meeting approves the proposed appropriation of the result including the payment of a gross dividend of EUR 0.80 per share. Considering the gross interim dividend of EUR 0.25 per share paid in August 2023, a balance gross amount of EUR 0.55 per share (*) will be paid on Thursday 2 May 2024. The shares held by Umicore itself are not entitled to a dividend.

This results in the following profit appropriation:

profit to be appropriated:	EUR 841,923,839.82
payment of a gross dividend balance per share of
(1) (2) EUR 0,55, i.e.: EUR 0,55 x 240,471,217	EUR -132,259,169.35
remainder to be carried forward, i.e.	EUR 709,664,670.47

( 1) 246,400,000 shares representing all the shares issued by UMICORE, less 5,928,783 own shares held today by UMICORE.

( **) The actual gross dividend amount (and, subsequently, the balance amount) per share may fluctuate depending on possible changes in the number of own shares held by the Company between today and tomorrow (Friday 26 April 2024) at Euronext Brussels closing time.

This resolution is adopted with 143587096 votes IN FAVOUR,293 votes AGAINST and 14599 ABSTENTIONS.

1. Communication of the consolidated annual accounts for the financial year ended on 31 December 2023 as well as the annual report of the supervisory board and the statutory auditor's report on those consolidated annual accounts.

Since copies of the supervisory board's consolidated annual report and the auditor report on the consolidated annual accounts were sent to the holders of registered shares on 26 March 2024 and ware made available to the holders of dematerialized shares on the same date, the Chair does not read out these documents.

5. Discharge to the members of the supervisory board.

Third resolution

The shareholders' meeting grants discharge to the members of the supervisory board for the performance of their mandate during the financial year ended on 31 December 2023.

This resolution is adopted with 143103887 votes IN FAVOUR, 474488 votes AGAINST and 23613 ABSTENTIONS.

6. Discharge to the statutory auditor.

Fourth resolution

The shareholders' meeting grants discharge to the statutory auditor for the performance of their mandate during the financial year ended on 31 December 2023.

This resolution is adopted with 143080347 votes IN FAVOUR, 497968 votes AGAINST and 23673 ABSTENTIONS.

7. Supervisory board composition.

The mandates of Messrs Thomas Leysen, Koenraad Debackere and Mark Garrett, and of Mrs Birgit Behrendt, expire at the end of this shareholders' meeting. Furthermore, Mr. Mario Armero, whose mandate normally only expires in 2026, has submitted his resignation as a member of the supervisory board, also effective after the end of the current general meeting.

Fifth resolution

The shareholders' meeting re-elects Mr Thomas Leysen as member of the supervisory board for a period of three years expiring at the end of the 2027 ordinary shareholders' meeting.

This resolution is adopted with 114658308 votes IN FAVOUR, 28942642 votes AGAINST and 1038 ABSTENTIONS.

Sixth resolution

The shareholders' meeting re-elects Mr Koenraad Debackere as independent member of the supervisory board for a period of three years expiring at the end of the 2027 ordinary shareholders' meeting. The criteria used to assess his independence are those set forth in article 3.5 of the 2020 Belgian Code on corporate governance.

This resolution is adopted with 138608515 votes IN FAVOUR, 4992435 votes AGAINST and 1038 ABSTENTIONS.

Seventh resolution

The shareholders' meeting re-elects Mr Mark Garrett as independent member of the supervisory board for a period of one year expiring at the end of the 2025 ordinary shareholders' meeting. The criteria used to assess his independence are those set forth in article 3.5 of the 2020 Belgian Code on corporate governance.

This resolution is adopted with 138609515 votes IN FAVOUR, 4991435 votes AGAINST and 1038 ABSTENTIONS.

Eighth resolution

The shareholders' meeting re-elects Mrs Birgit Behrendt as independent member of the supervisory board for a period of three years expiring at the end of the 2027 ordinary shareholders' meeting. The criteria used to assess her independence are those set forth in article 3.5 of the 2020 Belgian Code on corporate governance.

This resolution is adopted with 143359363 votes IN FAVOUR, 240633 votes AGAINST and 1992 ABSTENTIONS.

Ninth resolution

The shareholders' meeting elects Mr Frédéric Oudéa as new member of the supervisory board for a period of three years expiring at the end of the 2027 ordinary shareholders' meeting.

This resolution is adopted with 140164176 votes IN FAVOUR, 3421774 votes AGAINST and 16038 ABSTENTIONS.

Tenth resolution

The shareholders' meeting elects Mr Philip Eykerman as new, independent member of the supervisory board with effective date 1 November 2024 for a period expiring at the end of the 2027 ordinary shareholders meeting. The criteria used to assess his independence are those set forth in article 3.5 of the 2020 Belgian Code on corporate governance.

This resolution is adopted with 143311474 votes IN FAVOUR, 288476 votes AGAINST and 2038 ABSTENTIONS.

8. Remuneration of the supervisory board

Eleventh resolution

The shareholders' meeting approves the supervisory board members' remuneration proposed for the financial year 2024 consisting of:

• at the level of the supervisory board:
  • (1) for the chairperson:
    • (a) a fixed fee of EUR 140,000,
    • (b) by way of additional fixed remuneration, a grant of 2,000 Umicore shares, which shares must be kept until at least one year after the chairperson leaves the supervisory board and at least three years after the moment of award pursuant to article 7.6 of the 2020 Belgian Code on corporate governance.
  • (2) for each other member:
    • (a) a fixed fee of EUR 30,000,
    • (b) a fee per attended meeting of:
      • (i) EUR 3,000 for each Belgium-based member and

• (ii) EUR 4,000 (in case of physical attendance) or EUR 3,000 (in case of attendance by means of tele- or videoconference) for each foreign-based member, and
• (c) by way of additional fixed remuneration, a grant of 1,000 Umicore shares, which shares must be kept until at least one year after the member concerned leaves the supervisory board and at least three years after the moment of award pursuant to article 7.6 of the 2020 Belgian Code on corporate governance.
• at the level of a) the audit committee and b) the sustainability committee:
  • (1) for the chairperson:
    • (a) a fixed fee of EUR 10,000 and
    • (b) a fee per attended meeting of EUR 5,000 (general rule) or EUR 6,000 (only in case of physical attendance and for committee meetings not combined with a supervisory board meeting, and only if the chairperson is foreign-based)
  • (2) for each other committee member:
    • (a) a fixed fee of EUR 5,000 and
      • (b) a fee per attended meeting of EUR 3,000 (general rule) or EUR 4,000 (only in case of physical attendance and for committee meetings not combined with a supervisory board meeting, and only if the member is foreign-based).
• at the level of a) the nomination and remuneration committee and b) the investment committee:
  • (1) for the chairperson: no remuneration.
  • (2) for each other committee member:
    • (a) a fixed fee of EUR 5,000 and
    • (b) a fee per attended meeting of EUR 3,000 (general rule) or EUR 4,000 (only in case of physical attendance and for committee meetings not combined with a supervisory board meeting, and only if the member is foreign-based).

This resolution is adopted with 142606519 votes IN FAVOUR, 671354 votes AGAINST and 324115 ABSTENTIONS.

1. Re-election of the statutory auditor's mandate – remuneration - van een de commissaris vaststelling van vergoeding - assignment regarding the assurance of sustainability information

Twelfth resolution

On motion by the supervisory board, acting upon recommendation of the audit committee and upon nomination by the works' council, the shareholders' meeting resolves to renew the mandate of the statutory auditor, EY Bedrijfsrevisoren BV / EY Réviseurs d'Entreprises SRL, with registered office at 1831 Diegem, Kouterveldstraat 7b, for a duration of three years, up to and including the ordinary shareholders' meeting of 2027. The statutory auditor will be represented by Mr Marnix Van Dooren and Mrs Eef Naessens, and is entrusted with the audit of the statutory and the consolidated annual accounts.

The annual remuneration of the statutory auditor for the financial years 2024 through 2026 is fixed at EUR 581,000 (exclusive of VAT). This amount will be indexed each year based on the evolution of the consumer price index (health index).

This resolution is adopted with 143562572 votes IN FAVOUR, 37493 votes AGAINST and 1923 ABSTENTIONS.

Thirteenth resolution

The shareholders' meeting resolves to also charge the statutory auditor with the assignment regarding the assurance of sustainability information in relation to the financial year 2024 (of for any longer duration which the Belgian law transposing the CSRD, as below defined, may require, if applicable). This assignment is imposed by the EU Directive 2022/2464 of 14 December 2022 of the European Parliament and the European Council as regards corporate sustainability reporting (the "Corporate Social Responsibility Directive" or "CSRD"), which should be transposed into Belgian law before 6 July 2024. The sustainability information referred to above also contains the information required by article 8 of the European Regulation (EU) 2020/852 on the establishment of a framework to facilitate sustainable investment (the "EU Taxonomy"). The assignment granted to the statutory auditor by this paragraph shall be considered to be the legal assignment under the Belgian law transposing the CSRD, once it has been adopted.

The remuneration of the statutory auditor for that assignment shall be agreed between the Company and the statutory auditor in accordance with the Belgian law transposing the CSRD.

This resolution is adopted with 143600288 votes IN FAVOUR, 553 votes AGAINST and 1147 ABSTENTIONS.

B. SPECIAL SHAREHOLDERS' MEETING

Approval of change of control provisions

First resolution

In accordance with article 7:151 of the BCCA, the shareholders' meeting approves clause 10.1 n) of the conditional grant agreement (the "Grant Agreement") with effective date 23 August 2023 between the Company (as guarantor), Umicore Rechargeable Battery Materials Canada Inc. (as recipient) and the province of Ontario (Canada) (as grantor – "Ontario"), which 1) entitles Ontario a) to immediately terminate the Grant Agreement, b) to be relieved from of all obligations to make disbursements under the Grant Agreement, c) to retain the performance payment and any unpaid carry forward amount under the Grant Agreement, and d) to avail itself of any available remedies permitted by law, or exercise any right or recourse and/or proceed against the recipient, and 2) will cause the total clawback amount (as defined in the Grant Agreement) to become immediately due and payable to Ontario, in the event that a person (or two or more persons acting jointly or in concert) acquires shares in the capital of the Company, resulting in such person(s) having direct or indirect beneficial ownership of 30% or more of the outstanding shares of voting shares in the capital of the Company.

This resolution is adopted with 142938752 votes IN FAVOUR, 132589 votes AGAINST and 530647 ABSTENTIONS.

Second resolution

In accordance with article 7:151 of the BCCA, the shareholders' meeting approves clause 9.2 of the sustainability-linked revolving facility agreement dated 15 December 2023 between Umicore (as borrower) and several financial institutions (as lenders), which exempts the lenders from further funding (except under rollover loans) and also, under certain conditions, entitles them to cancel their commitment under said agreement, causing their participation in all amounts (outstanding loans, accrued interests and any other amounts) to be immediately due and payable, in the event that any person or group of persons acting in concert gain(s) control over Umicore.

This resolution is adopted with 142939778 votes IN FAVOUR, 131394votes AGAINST and 530816 ABSTENTIONS.

Third resolution

In accordance with article 7:151 of the BCCA, the shareholders' meeting approves clause article 4.3.A(3) of the finance contract dated 7 February 2024 between Umicore (as borrower) and the European Investment Bank (as lender), which entitles the latter to cancel the undisbursed portion of the credit and demand prepayment of the loan outstanding, together with accrued interest and all other amounts accrued and outstanding under the finance contract, in the event that a change-of-control event occurs or is likely to occur in respect of Umicore.

This resolution is adopted with 142943563 votes IN FAVOUR, 127739votes AGAINST and 530686 ABSTENTIONS.

Since all agenda items of these ordinary and special shareholders' meetings have been dealt with, the Chair releases the secretary from reading the minutes of the meetings. Finally, he declared the session closed at 18:50 hours.

The secretary The Chair

Géraldine Nolens Thomas Leysen