Umicore

Proxy Solicitation & Information Statement • Mar 24, 2017

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

PROXY ¹

The undersigned:

Name:	………………………………………………………………
First name:	………………………………………………………………
Domicile:	………………………………………………………………
	………………………………………………………………

or

Company name:	………………………………………………………………
Company form:	………………………………………………………………
Registered office:	………………………………………………………………
	………………………………………………………………
Represented by:	………………………………………………………………
(name/first name/capacity)	………………………………………………………………

Owner of shares of UMICORE, with registered office at Broekstraat 31 rue du Marais, B-1000 Brussels

hereby appoints as special proxy holder² , with right of substitution:

..............................................……….................................................…. 3

whom he/she authorises:

I. to represent him/her/it at the ordinary and extraordinary general meetings to be held on Tuesday 25 April 2017, at 5.00 p.m. at the registered office, Broekstraat 31 rue du Marais, B-1000 Brussels, for the purpose of deliberating and voting on the items of the following agenda (and any other shareholders' meetings which may subsequently be held with the same agenda, in the event that the above meetings are postponed, reconvened or suspended).

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 2016.

YES	NO	ABSTAIN

Item 3

Approval of the statutory annual accounts of the company for the financial year ended on 31 December 2016 including the proposed allocation of the result

Second resolution

Proposed resolution:

• Approving the statutory annual accounts for the financial year ended on 31 December 2016 showing a profit for the financial year in the amount of EUR 148,536,849.29.
• Taking into account:
• (1) the profit of the 2016 financial year: EUR 148,536,849.29 (2) the profit carried forward from the previous financial year: EUR 372,083,323.01 (3) the allocations to and releases from the unavailable reserve related to the 2016 movements in the own shares: EUR 40,296,406.50 (4) the interim dividend paid out in August 2016: EUR - 65,519,535.00 the result to be appropriated stands at EUR 495,397,043.80
• Approving the proposed appropriation of the result including the payment of a gross dividend of EUR 1.30 per share (*). Taking into account the gross interim dividend of EUR 0.60 per share paid in August 2016, a balance gross amount of EUR 0.70 per share (*) will be paid on Tuesday 2 May 2017.

(*) 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 Tuesday 25 April 2017 (i.e. the date of the ordinary shareholders' meeting) and Wednesday 26 April 2017 at Euronext Brussels closing time (i.e. the date entitling the holder of Umicore shares to the dividend (balance) relating to the financial year 2016). 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 2016
YES	NO	ABSTAIN
Item 6
Discharge to the statutory auditor
Fourth resolution
Proposed resolution: - financial year.	Granting discharge to the statutory auditor for the performance of his	mandate during the 2016
YES	NO	ABSTAIN
Item 7
Board composition and remuneration
Fifth resolution
Proposed resolution: - Re-electing Mrs Ines Kolmsee the end of the 2020	as independent director for a period of three years ordinary shareholders' meeting.	expiring at
YES	NO	ABSTAIN
Sixth resolution
Proposed resolution:
- Appointing Mrs Liat Ben-Zur as end of the 2020	independent ordinary shareholders' meeting.	director for a period of three years expiring at the
YES	NO	ABSTAIN
Seventh resolution
Proposed resolution:
- the 2020 ordinary shareholders' meeting.	Appointing Mr Gérard Lamarche as director for a period of three years expiring at the end of
YES	NO	ABSTAIN

Eighth resolution

Proposed resolution:

• Approving the board members' remuneration proposed for the financial year 2017 consisting of:
• at the level of the board of directors: (1) a fixed fee of EUR 40,000 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 1,000 Umicore shares to the chairman and 500 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

Item 8

Re-election of the statutory auditor and remuneration

Ninth resolution

Proposed resolution:

• On motion by the board of directors, 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, PricewaterhouseCoopers BCVBA/SCCRL, with registered office at 1932 Sint-Stevens-Woluwe, Woluwe Garden, Woluwedal 18, which expires today, for a duration of three years, up to and including the ordinary shareholders' meeting of 2020. The statutory auditor will be represented by Mr Kurt Cappoen and is entrusted with the audit of the statutory and the consolidated annual accounts.

YES	NO	ABSTAIN
Tenth resolution
Proposed resolution:

• The shareholders' meeting resolves to fix the annual remuneration of the statutory auditor for the financial years 2017 through 2019 at EUR 449,463. This amount will be indexed each year based on the evolution of the consumer price index (health index).

B. EXTRAORDINARY GENERAL MEETING

AGENDA AND VOTING INSTRUCTIONS

Item 1

Renewal of the authorisation to acquire own shares

Sole resolution

Proposed resolution:

• Authorising the company to acquire own shares in the company on a regulated market, until 31 May 2021 (included), within a limit of 10% of the subscribed capital, at a price per share comprised between four euros (EUR 4.00) and seventy-five euros (EUR 75.00);
• Authorising the company's direct subsidiaries to acquire shares in the company on a regulated market within the same limits as indicated above.

II. in general, to do all that appears necessary to execute this proxy, with a promise of ratification.

A. The proxy holder will vote or abstain on behalf of the undersigned in accordance with the voting instructions given above.

If no voting instructions are given in respect of any of the above proposed resolutions or if, for whatever reason, there is insufficient clarity with regard to the instructions given, the proxy holder will always, in relation to the resolution(s) concerned, vote IN FAVOUR OF the proposed resolution(s).

B.(i) If, in accordance with Article 533ter of the Companies Code, new items are added to the agenda of the above shareholders' meetings after the date of this proxy, the proxy holder will (please tick the corresponding box):

abstain from voting on the new items and resolution proposals concerned

vote on the new items and resolution proposals concerned or abstain as he/she/it will deem fit taking into consideration the interests of the shareholder.

If the shareholder fails to indicate a choice above, the proxy holder will be required to abstain from voting on the new items and resolution proposals concerned.

If, also in accordance with Article 533ter of the Companies Code, new/alternative resolution proposals are filed after the date of this proxy with regard to existing agenda items, the proxy holder will (please tick the corresponding box):

• abstain from voting on the new/alternative resolution proposals concerned and vote or abstain from voting on the existing resolution proposals in accordance with the instructions set out above
• vote on the new/alternative resolution proposals concerned or abstain as he/she/it will deem fit, in each case taking into consideration the interests of the shareholder.

(ii) If the shareholder fails to indicate a choice above, the proxy holder will be required to abstain from voting on the new/alternative resolution proposals concerned and will be required to vote or abstain from voting on the existing resolution proposals in accordance with the instructions set out above.

However, in case new/alternative resolution proposals are filed with regard to existing agenda items, the proxy holder will in any case be entitled to deviate from the above voting instructions should their implementation be detrimental to the shareholder's interests. The proxy holder shall in any event notify the shareholder of any such deviation as well as the justification therefore.

Done at ......................................., on ....................................................2017

Signature ………………………………

IMPORTANT NOTICES:

In order to be valid, this ORIGINAL proxy form, together with any power of attorney or other authority under which it is signed, must be lodged with UMICORE (attn. Mr B. Caeymaex, Umicore, Broekstraat 31 rue du Marais, 1000 Brussels, fax +32 (0)2 227 79 13 – legalcorp@umicore.com) at the latest by Wednesday 19 April 2017.

The shareholder who wishes to be represented by proxy must comply with the admission formalities of prior registration and confirmation as described in the convening notice published by UMICORE.

Shareholders are invited not to give a proxy to the persons mentioned in footnote 3.

• ² The proxy holder need not be a shareholder but must attend the shareholders' meetings in person to represent the shareholder.
• 3 In case you appoint one of the following persons as a proxy holder: (i) the company itself, an entity controlled by it, a shareholder controlling the company or any other entity controlled by such shareholder; (ii) a member of the board of directors, of the corporate bodies of the company, of a shareholder controlling the company or of any other controlling entity referred to under (i); (iii) an employee or a (statutory) auditor of the company, of the shareholder controlling the company or of any other controlling entity referred to under (i); (iv) a person who has a parental tie with a natural person referred to under (i) to (iii) or who is the spouse or the legal cohabitant of such person or of a relative of such person; special rules in relation to conflicts of interest will apply. Proxy forms returned to the company without indicating to whom they are addressed will be considered as addressed to the board of directors, thereby also creating a potential conflict of interests. More information concerning the rules governing conflicts of interests between shareholders and their proxy holders can be found in the "Shareholder rights" section of the Umicore website www.umicore.com

¹ This proxy does not constitute a proxy solicitation as meant under Articles 548 and 549 of the Companies Code.