Umicore

AGM Information • Mar 22, 2019

LIMITED LIABILITY COMPANY Registered Office: Broekstraat 31 rue du Marais - 1000 Brussels VAT BE 0401.574.852 RLE Brussels

V O T E B Y C O R R E S P O N D E N C E

Ordinary and special shareholders' meeting to be held on Thursday 25 April 2019 at 5.00 p.m. at the registered office Broekstraat 31 rue du Marais, 1000 Brussels

Original voting form to be returned by Friday 19 April 2019 at the latest to UMICORE Mr B. Caeymaex Broekstraat 31 rue du Marais B-1000 Brussels (Belgium)

The undersigned (1) ,

hereby irrevocably votes, as indicated hereafter in the appropriate boxes, on the items of the following agenda :

A. ORDINARY GENERAL MEETING

AGENDA AND VOTING INSTRUCTIONS

Item 2 Approval of the remuneration report

First resolution

Proposed resolution:

• Approving the remuneration report for the financial year ended on 31 December 2018.

YES NO ABSTAIN

Item 3

Approval of the statutory annual accounts of the company for the financial year ended on 31 December 2018 including the proposed allocation of the result

Second resolution

Proposed resolution:

• Approving the statutory annual accounts for the financial year ended on 31 December 2018 showing a profit for the financial year in the amount of EUR 227,001,378.00.
• Taking into account:

(1)	the profit of the 2018 financial year:		EUR 227,001,378.00
(2)	the profit carried forward from
	the previous financial year:		EUR 414,301,334.09
(3)	the allocations to and releases from the unavailable
	reserve related to the 2018 movements in the own shares:	EUR	-76,348,687.91
(4)	a transfer to the legal reserves:	EUR	-5,000,000.00
(5)	the interim dividend paid out in August 2018:	EUR	-84,358,020.95
the result to be appropriated stands at			EUR 475,596,003.23

• Approving the proposed appropriation of the result including the payment of a gross dividend of EUR 0.75 per share (*). Taking into account the gross interim dividend of EUR 0.35 per new share paid in August 2018, a balance gross amount of EUR 0.40 per share (*) will be paid on Thursday 2 May 2019.

(*) 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 2019 (i.e. the date of the ordinary shareholders' meeting) and Friday 26 April 2019 at Euronext Brussels closing time (i.e. the date entitling the holder of Umicore shares to the dividend (balance) relating to financial year 2018). The own shares are not entitled to a dividend.

YES	NO	ABSTAIN
Item 5 Discharge to the directors
Third resolution
Proposed resolution: - financial year.		Granting discharge to the directors for the performance of their mandate during the 2018
YES	NO	ABSTAIN
Item 6 Discharge to the statutory auditor
Fourth resolution
Proposed resolution: - Granting discharge to the statutory auditor for the performance of his mandate during the 2018 financial year.
YES	NO	ABSTAIN

Item 7 Board composition and remuneration

Fifth resolution

Proposed resolution:

• Re-electing Mrs Françoise Chombar as independent director for a period of three years expiring at the end of the 2022 ordinary shareholders' meeting.

YES	NO	ABSTAIN
Sixth resolution
Proposed resolution:
Appointing Mr Laurent Raets as director for a period of three years expiring at the end of the 2022 ordinary shareholders' meeting.

YES	NO	ABSTAIN
Seventh resolution

Proposed resolution:

• Approving the board members' remuneration proposed for the financial year 2019 consisting of:
  • at the level of the board of directors: (1) a fixed fee of EUR 60,000 for the chairman and EUR 27,000 for each non-executive director, (2) a fee per attended meeting of EUR 5,000 for the chairman, EUR 2,500 for each Belgium-based non-executive director and EUR 3,500 for each foreign-based non-executive director, and (3) by way of additional fixed remuneration, a grant of 2,000 Umicore shares to the chairman and 1,000 Umicore shares to each non-executive director;
  • at the level of the audit committee: (1) a fixed fee of EUR 10,000 for the chairman of the committee and EUR 5,000 for each other member, and (2) a fee per attended meeting of EUR 5,000 for the chairman of the committee and EUR 3,000 for each other member;
  • at the level of the nomination and remuneration committee: a fee per attended meeting of EUR 5,000 for the chairman of the committee and EUR 3,000 for each other member.

YES NO ABSTAIN

B. SPECIAL GENERAL MEETING

AGENDA AND VOTING INSTRUCTIONS

Item 1

Approval of change of control provisions

First resolution

Proposed resolution:

• Approving, in accordance with Article 556 of the Companies Code, clause 9.2 of the revolving facility agreement dated 23 April 2018 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.

YES	NO	ABSTAIN
	Done at , on 2019

Signature…………………………………

IMPORTANT NOTICES:

We remind you that this voting form will only be taken into account if it is timely returned to Umicore and provided that the shareholder has complied with the admission formalities of prior registration and confirmation as described in the convening notice.

In case shareholders exercise their right to add items to the agenda of a shareholders' meeting and/or to table draft resolutions, postal votes received by the company before the completed agenda has been issued will remain valid for the items covered. However, votes on agenda items for which new resolutions have been tabled will be invalid.

Shareholders who have voted by correspondence are furthermore excluded from participating at the voting in the shareholders' meetings with the shares concerned.

¹ The person signing the vote by correspondence form should indicate clearly his/her surname (in capital letters), usual forename and address. If these particulars are already given on the form, the person signing should check and, if necessary, correct them.