Umicore

Annual Report • Mar 28, 2014

40					1	EUR
Nr.	Date of the deposition	No. 0401.574.852		PP.	E.	D.			C 1.1
			ANNUAL ACCOUNTS IN EURO
NAME:	UMICORE SA
	Legal form: PLC
	Address: rue du marais Nr.: 31
	Postal Code: 1000 City: Brussel 1
	Country: Belgium
	Register of Legal Persons (RLP) - Office of the commercial court at:			Bruxelles
	Internet address *: www.umicore.com
						Company number:		0401.574.852
DATE 10/06/2011 of the deposition of the partnership deed OR of the most recent document mentioning the date of publication of the partnership deed and the act changing the articles of association.
	ANNUAL ACCOUNTS approved by the General Meeting of				29/04/2014
	concerning the financial year covering the period from		1/01/2013			till		31/12/2013
		Previous period from	1/01/2012			till		31/12/2012
	The amounts of the previous financial year are	are not /	** identical to those which have been previously published.
	COMPLETE LIST WITH name, first name, profession, residence-address (address, number, postal code, municipality) and position with the enterprise, OF DIRECTORS, MANAGERS AND AUDITORS
	LEYSEN Thomas
	Dennenlaan 9A, 2020 Antwerpen 2, Belgium
	Title : President of the board of directors
	Mandate : 24/04/2012- 28/04/2015
	GRYNBERG Marc
	Avenue de l'Avocat 5, 1410 Waterloo, Belgium
	Title : Delegated director
	Mandate : 24/04/2012- 28/04/2015
	BOUILLOT Isabelle
	Henri Barbusse 42, 75005 Paris, France
Title : Director
	Mandate : 30/04/2013- 26/04/2016
	BUFE Uwe-Ernst
	Scharderhohlweg 29, 61462 Königstein-im-Taunus, Germany
Title : Director	Mandate : 27/04/2011- 29/04/2014
	Enclosed to these annual accounts:	MANAGEMENT REPORT
of service:	Total number of pages deposited: 5.1, 5.2.3, 5.2.4, 5.3.4, 5.5.2, 5.17.2, 7, 9	76						Number of the pages of the standard form not deposited for not being

Signature (name and position)

Platteeuw Filip

Chief Financial Officer

* Optional statement.

** Delete where appropriate.

(name and position) GRYNBERG Marc

Signature

Chief Executive Officer

LIST OF DIRECTORS, MANAGERS AND AUDITORS (continuation of the previous page)

KOLMSEE Ines

Traubinger Strasse 18, 82327 Tutzing, Germany Title : Director Mandate : 27/04/2011- 29/04/2014

NAITO Shohei

Ebisu-Minami 2, box 26, 1301 Shibuya-Ku Tokyo, Japan Title : Director Mandate : 30/04/2013- 29/04/2014

Third Avenue 73, 2196 Inanda, South Africa Title : Director OPPENHEIMER Jonathan Mandate : 27/04/2011- 29/04/2014

de PRET Arnoud

rue de Mianoye 36, 5530 Yvoir, Belgium Title : Director Mandate : 27/04/2011- 29/04/2014

THOMAES Rudi

Boekenbeglei 176, 2100 Deurne (Antwerpen), Belgium Title : Director Mandate : 24/04/2012- 28/04/2015

Hagedoornlaan 72, 1180 Brussel 18, Belgium Title : Director VAN DAELE Frans Mandate : 30/04/2013- 23/07/2013

WENDEL Klaus

av du Vert Bocage 38, 1410 Waterloo, Belgium Title : Director Mandate : 24/04/2012- 29/04/2014

PriceWaterhouseCoopers Reviseurs d'Entreprises SCCRL 0429.501.944

Woluwedal 18, 1932 Sint-Stevens-Woluwe, Belgium Title : Auditor, Number of membership : B00009 Mandate : 26/04/2011- 29/04/2014 Represented by: DAELMAN Marc SPRL (A01579) Woluwedal 18 , 1932 Sint-Stevens-Woluwe, Belgium

LIST OF DIRECTORS, MANAGERS AND AUDITORS (continuation of the previous page)

PriceWaterhouseCoopers Reviseurs d'Entreprises SCCRL 0429.501.944

Woluwedal 18, 1932 Sint-Stevens-Woluwe, Belgium

Title : Auditor, Number of membership : B00009

Mandate : 26/04/2011- 29/04/2014

Represented by:

ATTOUT Emmanuèlle (A01230)

Woluwedal 18 , 1932 Sint-Stevens-Woluwe, Belgium

DECLARATION ABOUT SUPPLEMENTARY AUDITING OR ADJUSTMENT MISSION

The managing board declares that the assignment neither regarding auditing nor adjusting has been given to a person who was not authorised by law pursuant to art. 34 and 37 of the Law of 22nd April 1999 concerning the auditing and tax professions.

The annual accounts have have not * / been audited or adjusted by an external accountant or auditor who is not a statutory auditor.

If YES, mention here after: name, first names, profession, residence-address of each external accountant or auditor, the number of membership with the professional Institute ad hoc and the nature of this engagement:

• A. Bookkeeping of the undertaking**,
• B. Preparing the annual accounts**,
• C. Auditing the annual accounts and/or
• D. Adjusting the annual accounts.

If the assignment mentioned either under A or B is performed by authorised accountants or authorised accountants-tax consultants, information will be given on: name, first names, profession and residence-address of each authorised accountant or accountanttax consultant, his number of membership with the Professional Institute of Accountants and Tax consultants and the nature of this engagement.

Name, first name, profession, residence-address	Number of membership	Nature of the engagement (A, B, C and/or D)

^* Delete where appropriate.

^** Optional disclosure.

BALANCE SHEET

	Notes	Codes	Period	Previous period
ASSETS
FIXED ASSETS		20/28	3.793.411.047	3.787.361.891
Formation expenses	5.1	20
Intangible fixed assets	5.2	21	84.041.699	79.482.806
Tangible fixed assets	5.3	22/27	347.946.364	317.085.146
Land and buildings		22	126.712.418	125.670.953
Plant, machinery and equipment		23	154.680.426	144.345.152
Furniture and vehicles		24	15.197.422	12.592.020
Leasing and other similar rights		25
Other tangible fixed assets		26	376.229	494.762
Assets under construction and advance payments		27	50.979.869	33.982.259
	5.4/
Financial fixed assets	5.5.1	28	3.361.422.984	3.390.793.939
Affiliated enterprises	5.14	280/1	3.338.326.809	3.355.195.961
Participating interests		280	3.338.326.809	3.355.195.961
Amounts receivable		281
Other enterprises linked by participating interests	5.14	282/3	3.930.439	4.326.439
Participating interests		282	130.439	526.439
Amounts receivable		283	3.800.000	3.800.000
Other financial assets		284/8	19.165.736	31.271.539
Shares		284	14.066.343	25.548.790
Amounts receivable and cash guarantees		285/8	5.099.393	5.722.749
CURRENT ASSETS		29/58	923.785.504	957.086.384
Amounts receivable after more than one year		29	773.483	783.483
Trade debtors		290
Other amounts receivable		291	773.483	783.483
Stocks and contracts in progress		3	394.039.145	465.395.847
Stocks		30/36	394.039.145	465.395.847
Raw materials and consumables		30/31	170.090.074	218.437.198
Work in progress		32	61.526.468	55.101.719
Finished goods		33	161.389.623	188.487.932
Goods purchased for resale		34
Immovable property intended for sale		35
Advance payments		36	1.032.980	3.368.998
Contracts in progress		37
Amounts receivable within one year	5.5.1/ 5.6	40/41	220.492.545	259.282.396
Trade debtors		40	183.534.144	205.154.338
Other amounts receivable		41	36.958.401	54.128.058
Current investments		50/53	299.215.020	219.265.047
Own shares		50	297.163.976	219.259.281
Other investments and deposits		51/53	2.051.044	5.766
Cash at bank and in hand		54/58	1.131.346	1.348.398
Deferred charges and accrued income	5.6	490/1	8.133.965	11.011.213
TOTAL ASSETS		20/58	4.717.196.551	4.744.448.275

Nr. 0401.574.852				C 2.2
EQUITY AND LIABILITIES	Notes	Codes	Period	Previous period
EQUITY		10/15	1.426.758.716	1.449.821.732
Capital	5.7	10	500.000.000	500.000.000
Issued capital		100	500.000.000	500.000.000
Uncalled capital		101
Share premium account Revaluation surpluses		11 12	6.609.766 90.952	6.609.766 90.952
Reserves		13	497.317.844	419.413.150
Legal reserve		130	50.000.000	50.000.000
Reserves not available		131	297.163.977	219.259.283
In respect of own shares held		1310	297.163.977	219.259.283
Other		1311
Untaxed reserves		132	150.153.867	150.153.867
Available reserves		133
Accumulated profits (losses) (+)/(-)		14	415.492.523	515.787.767
Investment grants		15	7.247.631	7.920.097
Advance to associates on the sharing out of the assets		19
PROVISIONS AND DEFERRED TAXES		16	105.843.395	96.966.577
Provisions for liabilities and charges		160/5	105.843.395	96.966.577
Pensions and similar obligations		160	41.345.266	27.425.554
Taxation		161
Major repairs and maintenance		162	5.159.660	7.301.735
Other liabilities and charges	5.8	163/5	59.338.469	62.239.288
Deferred taxes		168
AMOUNTS PAYABLE		17/49	3.184.594.440	3.197.659.966
Amounts payable after more than one year	5.9	17	2.082.000.000	1.664.000.000
Financial debts		170/4	2.082.000.000	1.664.000.000
Subordinated loans		170
Unsubordinated debentures		171
Leasing and other similar obligations		172
Credit institutions		173
Other loans		174	2.082.000.000	1.664.000.000
Trade debts		175
Suppliers		1750
Bills of exchange payable		1751
Advances received on contracts in progress		176
Other amounts payable		178/9
Amounts payable within one year		42/48	1.053.194.318	1.464.692.994
Current portion of amounts payable after more than one year falling due within one year	5.9	42		418.000.000
Financial debts		43	485.500.000	441.393.889
Credit institutions		430/8		80.000.000
Other loans		439	485.500.000	361.393.889
Trade debts		44	445.259.776	474.705.715
Suppliers		440/4	444.514.260	473.517.383
Bills of exchange payable		441	745.516	1.188.332
Advances received on contracts in progress		46	5.579.595	6.432.945
Taxes, remuneration and social security	5.9	45	53.806.210	59.995.052
Taxes		450/3	5.890.883	6.121.909
Remuneration and social security		454/9	47.915.327	53.873.143
Other amounts payable		47/48	63.048.737	64.165.393
Accrued charges and deferred income	5.9	492/3	49.400.122	68.966.972
TOTAL LIABILITIES		10/49	4.717.196.551	4.744.448.275

INCOME STATEMENT

	Notes	Codes	Period	Previous period
Operating income	5.10	70/74	3.157.820.482	4.473.314.600
Turnover		70	3.056.348.977	4.433.218.824
Increase (decrease) in stocks of finished goods, work and contracts in progress (+)/(-)		71	-15.478.365	-75.045.531
Own construction capitalised		72	29.447.912	26.525.671
Other operating income		74	87.501.958	88.615.636
Operating charges		60/64	3.047.883.215	4.313.755.972
Raw materials, consumables		60	2.525.470.762	3.796.279.236
Purchases		600/8	2.479.351.277	3.806.097.586
Decrease (increase) in stocks (+)/(-)		609	46.119.485	-9.818.350
Services and other goods		61	179.563.649	177.113.885
Remuneration, social security costs and pensions (+)/(-)	5.10	62	245.968.139	252.349.424
Depreciation of and amounts written off formation expenses, intangible and tangible fixed assets		630	70.582.064	63.913.798
Amounts written down stocks, contracts in progress and trade debtors - Appropriations (write-backs) (+)/(-)	5.10	631/4	7.433.558	5.392.450
Provisions for risks and charges - Appropriations (uses and write-backs) (+)/(-)	5.10	635/7	8.906.375	9.270.146
Other operating charges	5.10	640/8	9.958.668	9.437.033
Operation charges carried to assets as restructuring costs (-)		649
Operating profit (loss) (+)/(-)		9901	109.937.267	159.558.628
Financial income		75	103.075.712	78.640.154
Income from financial fixed assets		750	99.448.991	74.666.434
Income from current assets		751	949.765	1.597.443
Other financial income	5.11	752/9	2.676.956	2.376.277
Financial charges	5.11	65	94.258.532	94.046.403
Debt charges		650	90.178.338	91.381.040
Amounts written down on current assets except stocks, contracts in progress and trade debtors (+)/(-)		651	282.090	-2.233.953
Other financial charges		652/9	3.798.104	4.899.316
Gain (loss) on ordinary activities before taxes (+)/(-)		9902	118.754.447	144.152.379

	Codes	Period	Previous period
Extraordinary income	76	910.523	52.678.076
Write-back of depreciation and of amounts written down intangible and tangible fixed assets	760		418.061
Write-back of amounts written down financial fixed assets	761	909.093	374.557
Write-back of provisions for extraordinary liabilities and charges	762
Gains on disposal of fixed assets	763	1.430	51.884.113
Other extraordinary income	764/9		1.345
Extraordinary charges	66	27.351.083	50.129.405
Extraordinary depreciation of and extraordinary amounts written off formation expenses, intangible and tangible fixed assets	660
Amounts written down financial fixed assets	661	27.349.756	48.637.733
Provisions for extraordinary liabilities and charges - Appropriations (uses) (+)/(-)	662		1.491.672
Loss on disposal of fixed assets	663	1.327
Other extraordinary charges 5.11	664/8
Extraordinary charges carried to assets as restructuring costs (-)	669
Profit (loss) for the period before taxes (+)/(-)	9903	92.313.887	146.701.050
Transfer from postponed taxes	780
Transfer to postponed taxes	680
Income taxes 5.12	67/77	4.323.723	-21.727
Income taxes	670/3	4.359.598	431.902
Adjustment of income taxes and write-back of tax provisions	77	35.875	453.629
Profit (loss) for the period (+)/(-)	9904	87.990.164	146.722.777
Transfer from untaxed reserves	789
Transfer to untaxed reserves	689
Profit (loss) for the period available for appropriation (+)/(-)	9905	87.990.164	146.722.777

APPROPRIATION ACCOUNT

	Codes	Period	Previous period
Profit (loss) to be appropriated (+)/(-)	9906	603.777.931	600.667.852
Gain (loss) to be appropriated (+)/(-)	(9905)	87.990.164	146.722.777
Profit (loss) to be carried forward (+)/(-)	14P	515.787.767	453.945.075
Transfers from capital and reserves	791/2		26.881.455
from capital and share premium account	791
from reserves	792		26.881.455
Transfers to capital and reserves	691/2	77.904.694
to capital and share premium account	691
to the legal reserve	6920
to other reserves	6921	77.904.694
Profit (loss) to be carried forward (+)/(-)	(14)	415.492.523	515.787.767
Owner's contribution in respect of losses	794
Profit to be distributed	694/6	110.380.714	111.761.540
Dividends	694	110.380.714	111.761.540
Director's or manager's entitlements	695
Other beneficiaries	696

STATEMENT OF INTANGIBLE FIXED ASSETS

	Codes	Period	Previous period
RESEARCH AND DEVELOPMENT COSTS
Acquisition value at the end of the period	8051P	xxxxxxxxxxxxxxx	73.447.234
Movements during the period
Acquisitions, including produced fixed assets	8021	17.954.707
Sales and disposals	8031
Transfers from one heading to another (+)/(-)	8041
Acquisition value at the end of the period	8051	91.401.941
Depreciation and amounts written down at the end of the period	8121P	xxxxxxxxxxxxxxx	34.098.368
Movements during the period
Recorded	8071	15.368.804
Written back	8081
Acquisitions from third parties	8091
Cancelled owing to sales and disposals	8101
Transfers from one heading to another (+)/(-)	8111
Depreciation and amounts written down at the end of the period	8121	49.467.172
NET BOOK VALUE AT THE END OF THE PERIOD	210	41.934.769

	Codes	Period	Previous period
CONCESSIONS, PATENTS, LICENCES, KNOWHOW, BRANDS AND SIMILAR RIGHTS
Acquisition value at the end of the period	8052P	xxxxxxxxxxxxxxx	111.516.238
Movements during the period
Acquisitions, including produced fixed assets	8022	6.406.281
Sales and disposals	8032
Transfers from one heading to another (+)/(-)	8042
Acquisition value at the end of the period	8052	117.922.519
Depreciation and amounts written down at the end of the period	8122P	xxxxxxxxxxxxxxx	71.382.297
Movements during the period
Recorded	8072	5.848.222
Written back	8082
Acquisitions from third parties	8092
Cancelled owing to sales and disposals	8102	1.414.930
Transfers from one heading to another (+)/(-)	8112
Depreciation and amounts written down at the end of the period	8122	75.815.589
NET BOOK VALUE AT THE END OF THE PERIOD	211	42.106.930

STATEMENT OF TANGIBLE FIXED ASSETS

	Codes	Period	Previous period
LAND AND BUILDINGS
Acquisition value at the end of the period	8191P	xxxxxxxxxxxxxxx	304.112.844
Movements during the period
Acquisitions, including produced fixed assets	8161	7.199.666
Sales and disposals	8171	266.926
Transfers from one heading to another (+)/(-)	8181	7.737.474
Acquisition value at the end of the period	8191	318.783.058
Revaluation surpluses at the end of the period	8251P	xxxxxxxxxxxxxxx	7.701.230
Movements during the period
Recorded	8211
Acquisitions from third parties	8221
Cancelled	8231
Transfers from one heading to another (+)/(-)	8241
Revaluation surpluses at the end of the period	8251	7.701.230
Depreciation and amounts written down at the end of the period	8321P	xxxxxxxxxxxxxxx	186.143.120
Movements during the period
Recorded	8271	13.880.647
Written back	8281
Acquisitions from third parties	8291
Cancelled owing to sales and disposals	8301	251.897
Transfers from one heading to another (+)/(-)	8311
Depreciation and amounts written down at the end of the period	8321	199.771.870
NET BOOK VALUE AT THE END OF THE PERIOD	(22)	126.712.418

	Codes	Period	Previous period
PLANT, MACHINERY AND EQUIPMENT
Acquisition value at the end of the period	8192P	xxxxxxxxxxxxxxx	656.401.572
Movements during the period
Acquisitions, including produced fixed assets	8162	25.692.405
Sales and disposals	8172	7.338.619
Transfers from one heading to another (+)/(-)	8182	15.057.523
Acquisition value at the end of the period	8192	689.812.881
Revaluation surpluses at the end of the period	8252P	xxxxxxxxxxxxxxx
Movements during the period
Recorded	8212
Acquisitions from third parties	8222
Cancelled	8232
Transfers from one heading to another (+)/(-)	8242
Revaluation surpluses at the end of the period	8252
Depreciation and amounts written down at the end of the period	8322P	xxxxxxxxxxxxxxx	512.056.420
Movements during the period
Recorded	8272	30.124.545
Written back	8282
Acquisitions from third parties	8292
Cancelled owing to sales and disposals	8302	7.048.510
Transfers from one heading to another (+)/(-)	8312
Depreciation and amounts written down at the end of the period	8322	535.132.455
NET BOOK VALUE AT THE END OF THE PERIOD	(23)	154.680.426

	Codes	Period	Previous period
FURNITURE AND VEHICLES
Acquisition value at the end of the period	8193P	xxxxxxxxxxxxxxx	45.580.290
Movements during the period
Acquisitions, including produced fixed assets	8163	6.314.885
Sales and disposals	8173	2.490.315
Transfers from one heading to another (+)/(-)	8183	1.782.422
Acquisition value at the end of the period	8193	51.187.282
Revaluation surpluses at the end of the period	8253P	xxxxxxxxxxxxxxx
Movements during the period
Recorded	8213
Acquisitions from third parties	8223
Cancelled	8233
Transfers from one heading to another (+)/(-)	8243
Revaluation surpluses at the end of the period	8253
Depreciation and amounts written down at the end of the period	8323P	xxxxxxxxxxxxxxx	32.988.270
Movements during the period
Recorded	8273	5.335.150
Written back	8283
Acquisitions from third parties	8293
Cancelled owing to sales and disposals	8303	2.333.560
Transfers from one heading to another (+)/(-)	8313
Depreciation and amounts written down at the end of the period	8323	35.989.860
NET BOOK VALUE AT THE END OF THE PERIOD	(24)	15.197.422

	Codes	Period	Previous period
OTHER TANGIBLE FIXED ASSETS
Acquisition value at the end of the period	8195P	xxxxxxxxxxxxxxx	21.244.101
Movements during the period
Acquisitions, including produced fixed assets	8165
Sales and disposals	8175	214.793
Transfers from one heading to another (+)/(-)	8185
Acquisition value at the end of the period	8195	21.029.308
Revaluation surpluses at the end of the period	8255P	xxxxxxxxxxxxxxx	601.050
Movements during the period
Recorded	8215
Acquisitions from third parties	8225
Cancelled	8235
Transfers from one heading to another (+)/(-)	8245
Revaluation surpluses at the end of the period	8255	601.050
Depreciation and amounts written down at the end of the period	8325P	xxxxxxxxxxxxxxx	21.350.389
Movements during the period
Recorded	8275	24.697
Written back	8285
Acquisitions from third parties	8295
Cancelled owing to sales and disposals	8305	120.957
Transfers from one heading to another (+)/(-)	8315
Depreciation and amounts written down at the end of the period	8325	21.254.129
NET BOOK VALUE AT THE END OF THE PERIOD	(26)	376.229

	Codes	Period	Previous period
ASSETS UNDER CONSTRUCTION AND ADVANCED PAYMENTS
Acquisition value at the end of the period	8196P	xxxxxxxxxxxxxxx	33.982.259
Movements during the period
Acquisitions, including produced fixed assets	8166	41.865.381
Sales and disposals	8176	896.251
Transfers from one heading to another (+)/(-)	8186	-23.971.520
Acquisition value at the end of the period	8196	50.979.869
Revaluation surpluses at the end of the period	8256P	xxxxxxxxxxxxxxx
Movements during the period
Recorded	8216
Acquisitions from third parties	8226
Cancelled	8236
Transfers from one heading to another (+)/(-)	8246
Revaluation surpluses at the end of the period	8256
Depreciation and amounts written down at the end of the period	8326P	xxxxxxxxxxxxxxx
Movements during the period
Recorded	8276
Written back	8286
Acquisitions from third parties	8296
Cancelled owing to sales and disposals	8306
Transfers from one heading to another (+)/(-)	8316
Depreciation and amounts written down at the end of the period	8326
NET BOOK VALUE AT THE END OF THE PERIOD	(27)	50.979.869

STATEMENT OF FINANCIAL FIXED ASSETS

	Codes	Period	Previous period
AFFILIATED ENTERPRISES - PARTICIPATING INTERESTS AND SHARES
Acquisition value at the end of the period	8391P	xxxxxxxxxxxxxxx	3.455.872.675
Movements during the period
Acquisitions, including produced fixed assets	8361	17.052.317
Sales and disposals	8371	18.577.968
Transfers from one heading to another (+)/(-)	8381	116.000
Acquisition value at the end of the period	8391	3.454.463.024
Revaluation surpluses at the end of the period	8451P	xxxxxxxxxxxxxxx
Movements during the period
Recorded	8411
Acquisitions from third parties	8421
Cancelled	8431
Transfers from one heading to another (+)/(-)	8441
Revaluation surpluses at the end of the period	8451
Amounts written down at the end of the period	8521P	xxxxxxxxxxxxxxx	100.676.714
Movements during the period
Recorded	8471	16.720.000
Written back	8481	909.093
Acquisitions from third parties	8491
Cancelled owing to sales and disposals	8501	351.406
Transfers from one heading to another (+)/(-)	8511
Amounts written down at the end of the period	8521	116.136.215
Uncalled amounts at the end of the period	8551P	xxxxxxxxxxxxxxx
Movements during the period (+)/(-)	8541
Uncalled amounts at the end of the period	8551
NET BOOK VALUE AT THE END OF THE PERIOD	(280)	3.338.326.809
AFFILIATED ENTERPRISES - AMOUNTS RECEIVABLE
NET BOOK VALUE AT THE END OF THE PERIOD	281P	xxxxxxxxxxxxxxx
Movements during the period
Additions	8581
Repayments	8591
Amounts written down	8601
Amounts written back Exchange differences (+)/(-)	8611 8621
Other (+)/(-)	8631
NET BOOK VALUE AT THE END OF THE PERIOD	(281)
ACCUMULATED AMOUNTS WRITTEN OFF ON AMOUNTS RECEIVABLE AT THE END OF THE PERIOD	8651

	Codes	Period	Previous period
OTHER ENTERPRISES LINKED BY PARTICIPATING INTERESTS - PARTICIPATING INTERESTS AND SHARES
Acquisition value at the end of the period	8392P	xxxxxxxxxxxxxxx	2.029.062
Movements during the period
Acquisitions, including produced fixed assets	8362
Sales and disposals	8372
Transfers from one heading to another (+)/(-)	8382	-116.000
Acquisition value at the end of the period	8392	1.913.062
Revaluation surpluses at the end of the period	8452P	xxxxxxxxxxxxxxx
Movements during the period
Recorded	8412
Acquisitions from third parties	8422
Cancelled	8432
Transfers from one heading to another (+)/(-)	8442
Revaluation surpluses at the end of the period	8452
Amounts written down et the end of the period	8522P	xxxxxxxxxxxxxxx	1.486.371
Movements during the period
Recorded	8472
Written back	8482
Acquisitions from third parties	8492
Cancelled owing to sales and disposals	8502
Transfers from one heading to another (+)/(-)	8512	280.000
Amounts written down at the end of the period	8522	1.766.371
Uncalled amounts at the end of the period	8552P	xxxxxxxxxxxxxxx	16.252
Movements during the period (+)/(-)	8542
Uncalled amounts at the end of the period	8552	16.252
NET BOOK VALUE AT THE END OF THE PERIOD	(282)	130.439
OTHER ENTERPRISES LINKED BY PARTICIPATING INTERESTS - AMOUNTS RECEIVABLE
NET BOOK VALUE AT THE END OF THE PERIOD	283P	xxxxxxxxxxxxxxx	3.800.000
Movements during the period
Additions	8582
Repayments	8592
Amounts written down	8602
Amounts written back	8612
Exchange differences (+)/(-)	8622
Other (+)/(-)	8632
NET BOOK VALUE AT THE END OF THE PERIOD	(283)	3.800.000
ACCUMULATED AMOUNTS WRITTEN OFF ON AMOUNTS RECEIVABLE AT THE END OF THE PERIOD	8652

	Codes	Period	Previous period
OTHER ENTERPRISES - PARTICIPATING INTERESTS AND SHARES
Acquisition value at the end of the period	8393P	xxxxxxxxxxxxxxx	106.221.872
Movements during the period
Acquisitions, including produced fixed assets	8363
Sales and disposals	8373	852.945
Transfers from one heading to another (+)/(-)	8383
Acquisition value at the end of the period	8393	105.368.927
Revaluation surpluses at the end of the period	8453P	xxxxxxxxxxxxxxx
Movements during the period
Recorded	8413
Acquisitions from third parties	8423
Cancelled	8433
Transfers from one heading to another (+)/(-)	8443
Revaluation surpluses at the end of the period	8453
Amounts written down at the end of the period	8523P	xxxxxxxxxxxxxxx	80.664.674
Movements during the period
Recorded	8473	10.629.756
Written back	8483
Acquisitions from third parties	8493
Cancelled owing to sales and disposals	8503	253
Transfers from one heading to another (+)/(-)	8513
Amounts written down at the end of the period	8523	91.294.177
Uncalled amounts at the end of the period	8553P	xxxxxxxxxxxxxxx	8.407
Movements during the period (+)/(-)	8543
Uncalled amounts at the end of the period	8553	8.407
NET BOOK VALUE AT THE END OF THE PERIOD	(284)	14.066.343
OTHER ENTERPRISES - AMOUNTS RECEIVABLE
NET BOOK VALUE AT THE END OF THE PERIOD	285/8P	xxxxxxxxxxxxxxx	5.722.749
Movements during the period
Additions	8583
Repayments	8593	623.356
Amounts written down	8603
Amounts written back	8613
Exchange differences (+)/(-)	8623
Other (+)/(-)	8633
NET BOOK VALUE AT THE END OF THE PERIOD	(285/8)	5.099.393
ACCUMULATED AMOUNTS WRITTEN OFF ON AMOUNTS RECEIVABLE AT THE END OF THE PERIOD	8653

INFORMATION RELATING TO THE SHARE IN THE CAPITAL

SHARE IN THE CAPITAL AND OTHER RIGHTS IN OTHER COMPANIES

List of both enterprises in wich the enterprise holds a participating interest (recorded in the heading 28 of assets) and other enterprises in which the enterprise holds rights (recorded in the headings 28 and 50/53 of assets) in the amount of at least 10% of the capital issued.

	Shares held by			Information from the most recent period for which annual accounts are available
NAME, full address of the REGISTERED OFFICE and for the enterprise governed by Belgian law, the COMPANY NUMBER	directly		subsi diaries	Primary	Mone	Capital and reserves	Net result
	Number	%	%	financial statement	tary unit	(+) or (-) (in monetary units)
Umicore France FC Les Mercuriales tour du ponant r J Jaures 40 93176 BAGNOLET CEDEX France 10342965001				31/12/2012	EUR	35.684.188	4.190.897
Shares Umicore Finance UK FC Bridge House - London Bridge SE1 9QR London United Kingdom 740577036	1520000 100,00		0,00	30/11/2011	GBP	11.600.000	-80
Shares Umicore Financial Services PLC Rue du Marais / Broekstraat 31 1000 Brussel 1 Belgium 0428.179.081	11600000 100,00		0,00	31/12/2012	EUR	2.080.047.771	74.622.721
Shares Umicore MS Lusitana FC Travessa do Padrao Freguessia de Perafita 4455524 Perafita(Concelho de Matosinhos) Portugal 505683155	3		0,00 100,00	31/12/2012	EUR	49.820	1.549
Shares Umicore USA FC Zinc Plant Road 1800 37041- 1104 Claksvillle-Tennessee United States of America	914	1,72	98,28	31/12/2012	USD	147.851.950	7.853.955
Shares Umicore Shanghai FC Changshi Road 250 201600 Shanghai (Songjiang County) China		483 100,00	0,00	31/12/2012	CNY	102.858.776	1.374.870
Shares Umicore South Africa FC 8 Penny Road - PO Box 1195 1725 Roodepoort South Africa	49350000	75,00	0,00	31/12/2012	ZAR	-3.404.348	-91.671
Shares		750 100,00	0,00

SHARE IN THE CAPITAL AND OTHER RIGHTS IN OTHER COMPANIES

		Shares held by			Information from the most recent period for which annual accounts are available
NAME, full address of the REGISTERED OFFICE and for the enterprise governed by Belgian law, the COMPANY NUMBER	directly		subsi diaries	Primary	Mone	Capital and reserves	Net result
	Number	%	%	financial statement	tary unit	(+) or (-) (in monetary units)
Umicore Building Products Scandinavia FC				31/12/2012	DKK	10.353.614	1.271.751
Lysbrohogen 5 8600 Silkeborg Denmark
Shares	1499	99,93	0,07
Umicore Building Products Polska FC nl Ludwiki 4 01-226 Warsaw Poland				31/12/2012	PLN	357.031	-73.191
Shares Unimet FC Ave Constitucion -Pte Tercer Piso 2233 Monterrey-Estado de Nueve Leon Mexico		3500 100,00	0,00	31/12/2012	MXN	3.034.795	113.503
Shares Umicore Autocatalyst Recycling Belgium PLC	3418	97,97	0,00	31/12/2012	EUR	133.185	11.055
Greinerstraat 14 2660 Hoboken (Antwerpen) Belgium 0466.261.083 Shares Umicore MS Taiwan FC Keelung Road Sec 2 -16F-2 189 Taipei	6249	99,98	0,02	31/12/2012	TWD	8.866.732	2.553.257
Taiwan Shares Umicore Korea Limited FC Chaam-Dong 410 330-200 Cheonan - Ciry Chungnam South Korea	500000 100,00		0,00	31/12/2012	KRW	69.844.578.988	5.729.122.367
Shares Umicore Australia FC Somerville Road 414 3012 Tottenham - Victoria Australia	5249999 100,00		0,00	31/12/2012	AUD	14.038.614	99.825
Shares	10000 100,00		0,00

SHARE IN THE CAPITAL AND OTHER RIGHTS IN OTHER COMPANIES

		Shares held by		Information from the most recent period for which annual accounts are available
NAME, full address of the REGISTERED OFFICE and for the enterprise governed by Belgian law, the COMPANY NUMBER	directly		subsi diaries	Primary	Mone	Capital and reserves	Net result
	Number	%	%	financial statement	tary unit	(+) or (-) (in monetary units)
Umicore Holdings Philippines FC Sitio malinta Asinan Proper 1044 Subic - Zambales Philippines				31/12/2012	PHP	155.103.097	-79.414
Shares Umicore Building Products Iberica FC calle Juan Gris - Ed. Torres Cerda, 4 , box 6C 08014 Barcelona Spain	1536562	99,99	0,01	31/12/2012	EUR	427.870	-118.054
Shares Umicore Holding 1 Germany Gmbh FC Rodenbacker chaussee 4 63457 Hanau - Wolfgang Germany	320000 100,00		0,00	31/12/2012	EUR	286.598.975	-4.124.425
Shares Umicore Holding 2 Germany Gmbh FC Rodenbacker chaussee 4 63457 Hanau - Wolfgang Germany		100 100,00	0,00	31/12/2012	EUR	32.257.948	-468.081
Shares Umicore International PLC Rue Bommel 5 4940 Bascharage Luxembourg		100 100,00	0,00	31/12/2012	EUR	2.923.016.121	108.413.177
Shares Umicore Building Products CZ FC Pod Visöovkou 1661 , box 31 140 00 Prague 4 Czech Republic	23407989 100,00		0,00	31/12/2012	CZK	3.974.000	1.788.000
Shares Umicore MS Australia PTY LTD FC St Kilda Road Towers-level 5 606 3004 Melbourne - Victoria Australia		100 100,00	0,00	31/12/2012	AUD	202.624	-72.031
Shares Rezinal PLC Industriezone West 3550 Heusden (Limb.) Belgium 0414.089.040	2000100 100,00		0,00	31/12/2012	EUR	13.038.263	2.393.534

SHARE IN THE CAPITAL AND OTHER RIGHTS IN OTHER COMPANIES

NAME, full address of the REGISTERED		Shares held by		Information from the most recent period for which annual accounts are available
OFFICE and for the enterprise governed by Belgian law, the COMPANY NUMBER	directly		subsi diaries	Primary	Mone	Capital and reserves	Net result
	Number	%	%	financial statement	tary unit	(+) or (-) (in monetary units)
Shares Todini AND Co FC Via Larga 8 Milano Italy 10722620159	15000	50,00	0,00	31/12/2012	EUR	7.795.397	3.192.778
Shares Umicore Finance Norway FC Hoffsgate 10 3262 LARVIK Norway	864000	48,00	0,00	31/12/2012	NOK	48.935.955	329.365
Shares Umicore Specialty Materials Brugge PLC Kleine Pathoekeweg 82 8000 Brugge Belgium 0405.150.984	12242 100,00		0,00	31/12/2012	EUR	351.911	1.463.155
ordinary shares Umicore Argentina FC Avenida Roque Sáenz Pena 651 8° piso Oficina 139, Buenos Aires Argentina 1.603.638	21499	99,93	0,07	31/12/2012	ARS	40.936.516	-7.913.309
Shares Industrias Electro Quimicas SA FC Avenida Elmer Faucett 1920 Callao 1 Peru	9139747	95,96	4,04	31/12/2012	PEN	113.768.453	137.458
Shares beLife PLC Rue Joseph Wauters 120 4480 Ehein (Engis) Belgium 0440.744.838	18464806	40,00	0,00	31/12/2012	EUR	12.327.644	-609.392
Shares beLife Intermediates PLC Rue Joseph Wauters 120 4480 Ehein (Engis) Belgium 0846.150.202	30782	49,00	0,00	31/12/2012	EUR	2.865.619	-34.380
Shares	232	4,00	96,00

OTHER INVESTMENTS AND DEPOSIT, DEFFERED CHARGES AND ACCRUED INCOME (ASSETS)

	Codes	Period	Previous period
INVESTMENTS: OTHER INVESTMENTS AND DEPOSITS
Shares	51		3.039
Book value increased with the uncalled amount	8681		3.039
Uncalled amount	8682
Fixed income securities	52		2.727
Fixed income securities issued by credit institutions	8684		2.727
Fixed term deposit with credit institutions	53	2.051.044
Falling due
less or up to one month	8686	2.051.044
between one month and one year	8687
over one year	8688
Other investments not yet shown seperately	8689

DEFFERED CHARGES AND ACCRUED INCOME

Allocation of heading 490/1 of assets if the amount is significant.

Gains on MTM on sales commitments - metal part 4.219.076

Profit on hedging for metals 13.647

Period Other deferred charges 3.901.243

STATEMENT OF CAPITAL AND STRUCTURE OF SHAREHOLDINGS

STATEMENT OF CAPITAL

Social capital

Issued capital at the end of the period
Issued capital at the end of the period

Codes	Period	Previous period
100P	XXXXXXXXXXXXXX	500.000.000
(100)	500.000.000

	Codes	Amounts	Number of shares
Changes during the period:
Structure of the capital Different categories of shares
Ordinary Shares		500.000.000	120.000.000
Registered shares	8702	XXXXXXXXXXXXXX	6.544.778
Bearer shares and/or dematerialized shares	8703	XXXXXXXXXXXXXX	113.455.222

	Codes	Uncalled capital	Capital called, but not paid
Capital not paid
Uncalled capital	(101)		XXXXXXXXXXXXXX
Capital called, but not paid	8712	XXXXXXXXXXXXXX
Shareholders having yet to pay up in full

	Codes	Period
OWN SHARES
Held by the company itself
Amount of capital held	8721	42.619.421
Number of shares held	8722	10.228.661
Held by the subsidiaries
Amount of capital held	8731
Number of shares held	8732
Commitments to issue shares
Following the exercising of CONVERSION RIGHTS
Amount of outstanding convertible loans	8740
Amount of capital to be subscribed	8741
Corresponding maximum number of shares to be issued	8742
Following the exercising of SUBSCRIPTION RIGHTS
Number of outstanding subscription rights	8745
Amount of capital to be subscribed	8746
Corresponding maximum number of shares to be issued	8747
Authorized capital, not issued	8751	50.000.000

STATEMENT OF CAPITAL AND STRUCTURE OF SHAREHOLDINGS

	Codes	Period
Shared issued, not representing capital
Distribution
Number of shares held	8761
Number of voting rights attached thereto	8762
Allocation by shareholder
Number of shares held by the company itself	8771
Number of shares held by its subsidairies	8781

STRUCTURE OF SHAREHOLDINGS OF THE ENTERPRISE AS AT THE ANNUAL BALANCING OF THE BOOKS, AS IT APPEARS FROM THE STATEMENT RECEIVED BY THE ENTERPRISE

	Number shares	% Capital
	------------------------------	-------------------
Other shareholders Titles detained by Umicore	98.299.878 8.113.488	81.92 6.76
Fidelity Management and Research LLC	4.008.663	3.34
BlackRock Inc	5.957.971	4,96
Vanguard Precious Metals and Mining Fund	3.620.000	3,02
	---------------------- 120.000.000	--------------- 100.00

PROVISIONS FOR OTHER LIABILITIES AND CHARGES

	Period
ALLOCATION OF THE HEADING 163/5 OF LIABILITIES IF THE AMOUNT IS CONSIDERABLE
Sundry litigations and sundry risks	5.986.425
Premiums 25 &35 years service	1.848.757
Protection of the environment	51.503.287

INCOME	Codes	Period
ANALYSIS BY CURRENT PORTIONS OF AMOUNTS INITIALLY PAYABLE AFTER MORE THAN ONE YEAR
Amounts payable after more than one year, not more than one year
Financial debts	8801
Subordinated loans	8811
Unsubordinated debentures	8821
Leasing and other similar obligations	8831
Credit institutions	8841
Other loans	8851
Trade debts	8861
Suppliers	8871
Bills of exchange payable	8881
Advance payments received on contracts in progress	8891
Other amounts payable	8901
Total amounts payable after more than one year, not more than one year	(42)
Amounts payable after more than one year, between one and five years
Financial debts	8802	1.582.000.000
Subordinated loans	8812
Unsubordinated debentures	8822
Leasing and other similar obligations	8832
Credit institutions	8842
Other loans ………………………………………………………………………………………………	8852	1.582.000.000
Trade debts	8862
Suppliers ………………………………………………………………………………………………	8872
Bills of exchange payable	8882
Advance payments received on contracts in progress	8892
Other amounts payable	8902
Total amounts payable after more than one year, between one and five years	8912	1.582.000.000
Amounts payable after more than one year, over five years
Financial debts	8803	500.000.000
Subordinated loans	8813
Unsubordinated debentures	8823
Leasing and other similar obligations	8833
Credit institutions	8843
Other loans	8853	500.000.000
Trade debts	8863
Suppliers ………………………………………………………………………………………………	8873
Bills of exchange payable	8883
Advance payments received on contracts in progress	8893
Other amounts payable	8903
Total amounts payable after more than one year, over five years	8913	500.000.000

	Codes	Period
AMOUNTS PAYABLE GUARANTEED (headings 17 and 42/48 of liabilities)
Amounts payable guaranteed by Belgian public authorities
Financial debts	8921
Subordinated loans	8931
Unsubordinated debentures	8941
Leasing and other similar obligations	8951
Credit institutions	8961
Other loans	8971
Trade debts	8981
Suppliers	8991
Bills of exchange payable	9001
Advance payments received on contracts in progress	9011
Remuneration and social security	9021
Other amounts payable	9051
Total amounts payable guaranteed by Belgian public authorities	9061
Amounts payable guaranteed by real guarantees given or irrevocably promised by the enterprise on its own assets
Financial debts	8922
Subordinated loans	8932
Unsubordinated debentures	8942
Leasing and other similar obligations	8952
Credit institutions	8962
Other loans	8972
Trade debts ………………………………………………………………………………………………	8982
Suppliers	8992
Bills of exchange payable	9002
Advance payments received on contracts in progress	9012
Taxes, remuneration and social security	9022
Taxes	9032
Remuneration and social security	9042
Other amounts payable	9052
Total amounts payable guaranteed by real guarantees given or irrevocably promised by the enterprise on its own assets	9062
AMOUNTS PAYABLE FOR TAXES, REMUNERATION AND SOCIAL SECURITY
Taxes (heading 450/3 of the liabilities)
Expired taxes payable	9072
Non expired taxes payable	9073	5.890.883
Estimated taxes payable	450
Remuneration and social security (heading 454/9 of the liabilities)
Amount due to the National Office of Social Security	9076
Other amounts payable relating to remuneration and social security	9077	47.915.327

Nr.	0401.574.852		C 5.9
			Period
	ACCRUED CHARGES AND DEFERRED INCOME
		Allocation of the heading 492/3 of liabilities if the amount is considerable
	Deferred income		6.549.355
	Other accrued charges		11.707.826
	Losses currency		2.122.977
	Treatment charges		26.351.173
	Loss on hedging for metal positions		2.668.791

OPERATING RESULTS

	Codes	Period	Previous period
OPERATING INCOME
Net turnover
Broken down by categories of activity
Allocation into geographical markets
Other operating income
Total amount of subsidies and compensatory amounts obtained from public authorities	740	1.553.459	685.710
OPERATING COSTS
Employees for whom the company has submitted a DIMONA declaration or are recorded in the general personnel register
Total number at the closing date	9086	2.995	3.054
Average number of employees calculated in full-time equivalents	9087	2.922,5	2.978,7
Number of actual worked hours	9088	5.067.393	5.107.469
Personnel costs
Remuneration and direct social benefits	620	162.273.180	168.345.968
Employers' social security contributions	621	60.245.710	58.985.424
Employers' premiums for extra statutory insurances	622	11.311.999	11.930.669
Other personnel costs	623	8.461.845	8.720.996
Old-age and widows' pensions	624	3.675.405	4.366.367
Provisions for pensions
Additions (uses and write-back) (+)/(-)	635	13.919.712	9.593.760
Amounts written off
Stocks and contracts in progress
Recorded	9110	7.474.270	6.390.930
Written back	9111	51.437	1.060.594
Trade debtors
Recorded Written back	9112 9113	10.935 210	95.514 33.400
Provisions for risks and charges
Additions	9115	42.957.941	39.058.319
Uses and write-back	9116	34.051.566	29.788.173
Other operating charges
Taxes related to operation	640	5.646.816	6.330.839
Other charges	641/8	4.311.852	3.106.194
Hired temporary staff and persons placed at the enterprise's disposal
Total number at the closing date	9096	17	19
Average number calculated as full-time equivalents	9097	22,4	30,9
Number of actual worked hours	9098	44.254	61.074
Charges to the enterprise	617	1.630.210	2.208.269

FINANCIAL AND EXTRAORDINARY RESULTS

	Codes	Period	Previous period
FINANCIAL RESULTS
Other financial income
Amount of subsidies granted by public authorities, credited to income for the period
Capital subsidies	9125	2.323.948	1.928.536
Interest subsidies	9126
Allocation of other financial income
Exchange variances and differences		127.815	287.000
Sundry financial income		193.987	128.988
Financ.customers and int. for late payment		31.206	31.753
Amounts written down off loan issue expenses and repayment premiums	6501
Intercalary interests recorded as assets	6503
Value adjustments to current assets
Appropriations	6510	283.039
Write-backs	6511	949	2.233.953
Other financial charges
Amount of the discount borne by the enterprise, as a result of negotiating amounts receivable	653	1.259.802	1.809.936
Provisions of a financial nature
Appropriations	6560
Uses and write-backs	6561
Allocation of other financial charges
Exchange variances and differences		1.106.119	1.789.786
Sundry financial costs		1.432.183	1.299.593

EXTRAORDINARY RESULTS

Allocation other extraordinary income

Allocation other extraordinary charges

INCOME TAXES AND OTHER TAXES

	Codes	Period
INCOME TAXE
Income taxes on the result of the current period	9134	4.359.598
Income taxes paid and withholding taxes due or paid	9135	4.359.598
Excess of income tax prepayments and withholding taxes recorded under assets	9136
Estimated additional taxes	9137
Income taxes on previous periods	9138
Taxes and withholding taxes due or paid	9139
Estimated additional taxes estimated or provided for	9140
In so far as income taxes of the current period are materially affected by differences between the profit before taxes, as stated in the annual accounts, and the estimated taxable profit
Taxable provisions and hidden reserves		8.383.565
Gains and losses in financial fixed assets		-1.430
Non deductible charges		6.674.350
Already taxed dividends		-94.472.340
Write-off & reversal on financial assets		27.632.795
Utilisation of tax losses from previous years		-23.106.669
Reversals of write-downs on shares		-909.093
Investment deductions		-3.652.845

An indication of the effect of extraordinary results on the amount of income taxes relating to the current period

	Codes	Period
Status of deferred taxes
Deferred taxes representing assets	9141	118.423.015
Accumulated tax losses deductible from future taxable profits	9142
Other deferred taxes representing assets
Deductions for investments		10.958.534
Taxable provisions and hidden reserves		105.843.394
R&D tax credit		1.621.086
Deferred taxes representing liabilities	9144	150.153.867
Allocation of deferred taxes representing liabilities
Taxfree reserves		150.153.867

	Codes	Period	Previous Period
THE TOTAL AMOUNT OF VALUE ADDED TAX AND TAXES BORNE BY THIRD PARTIES
The total amount of value added tax charged
To the enterprise (deductible)	9145	294.478.530	381.490.512
By the enterprise	9146	279.343.087	371.191.149
Amounts retained on behalf of third parties for
Payroll withholding taxes	9147	40.878.810	41.642.244
Withholding taxes on investment income	9148	17.413.625	14.860.419

RIGHTS AND COMMITMENTS NOT REFLECTED IN THE BALANCE SHEET

	Code	Period
PERSONAL GUARANTEES GIVEN OR IRREVOCABLY PROMISED BY THE ENTERPRISE AS SECURITY FOR DEBTS AND COMMITMENTS OF THIRD PARTIES	9149
Of which
Bills of exchange in circulation endorsed by the enterprise	9150
Bills of exchange in circulation drawn or guaranteed by the enterprise	9151
Maximum amount for which other debts or commitments of third parties are guaranteed by the enterprise	9153
REAL GUARANTEES
Real guarantees given or irrevocably promised by the enterprise on its own assets as a security of debts and commitments from the enterprise
Mortgages
Book value of the immovable proporties mortgaged	9161
Amount of registration	9171
Pledging on goodwill - amount of registration	9181
Pledging of other assets - Book value of other assets pledged	9191
Guarantees provided on future assets - Amount of assets involved	9201
Real guarantees given or irrevocably promised by the enterprise on its own assets as a security of debts and commitments from third parties
Mortgages
Book value of the immovable proporties mortgaged	9162
Amount of registration	9172
Pledging on goodwill - amount of registration	9182
Pledging of other assets - Book value of other assets pledged	9192
Guarantees provided on future assets - Amount of assets involved	9202
GOODS AND VALUES, NOT DISCLOSED IN THE BALANCE SHEET, HELD BY THIRD PARTIES IN THEIR OWN NAME BUT AT RISK TO AND FOR THE BENEFIT OF THE ENTERPRISE
SUBSTANCIAL COMMITMENTS TO ACQUIRE FIXED ASSETS
SUBSTANCIAL COMMITMENTS TO DISPOSE FIXED ASSETS
FORWARD TRANSACTIONS
Goods purchased (to be received)	9213	113.892.365
Goods sold (to be delivered)	9214	153.338.589
Currencies purchased (to be received)	9215	881.059.517
Currencies sold (to be delivered)	9216	881.059.517

INFORMATION RELATING TO TECHNICAL GUARANTEES, IN RESPECT OF SALES OR SERVICES

INFORMATION CONCERNING IMPORTANT LITIGATION AND OTHER COMMITMENTS NOT MENTIONED ABOVE

Lease-out metals	211.180.389
Metals owned by parties for tolling	196.315.318
Lease-in metals	89.493.145
Metals owned by Umicore for tolling	42.829.584
Bankguarantees	12.879.960
Personal guarantees given	103.955.164

RIGHTS AND COMMITMENTS NOT REFLECTED IN THE BALANCE SHEET

IF THEREIS A SUPPLEMENTARY RETIREMENTS OR SURVIVOR'S PENSION PLAN IN FAVOUR OF THE PERSONNEL OR THE EXECUTIVES OF THE ENTERPRISE, A BRIEF DESCRIPTION OF SUCH PLAN OF THE MEASURES TAKEN BY THE ENTERPRISE TO COVER THE RESULTING CHARGES

	Code	Period
PENSIONS FUNDED BY THE ENTERPRISE
Estimated amount of the commitments resulting for the enterprise from past services	9220

Methods of estimation

NATURE AND BUSINESS PURPOSE OF OFF-BALANCE SHEET ARRANGEMENTS

Provided the risks or benefits arising from such arrangements are material and where the disclosure of such risks or benefits is necessary for assessing the financial position of the company; if required, the financial impact of these arrangements have to be mentioned too:

OTHER RIGHTS AND COMMITMENTS NOT REFLECTED IN THE BALANCE

RELATIONSHIPS WITH AFFILIATED ENTERPRISES AND ENTERPRISES LINKED BY PARTICIPATING INTERESTS

	Codes	Period	Previous period
AFFILIATED ENTERPRISES
Financial fixed assets	(280/1)	3.338.326.809	3.355.195.961
Investments	(280)	3.338.326.809	3.355.195.961
Amounts receivable subordinated	9271
Other amounts receivable	9281
Amounts receivable	9291	97.047.331	114.110.416
After one year	9301	363.483	363.483
Within one year	9311	96.683.848	113.746.933
Current investments	9321	2.051.044
Shares	9331
Amounts receivable	9341	2.051.044
Amounts payable	9351	2.616.273.305	2.485.103.905
After one year	9361	2.082.000.000	1.664.000.000
Within one year	9371	534.273.305	821.103.905
Personal and real guarantees
Provided or irrevocably promised by the enterprise, as security for debts or
commitments of affiliated enterprises	9381
Provided or irrevocably promised by affiliated enterprises as security for debts or commitments of the enterprise	9391
Other substancial financial commitments	9401
Financial results
Income from financial fixed assets	9421	99.432.517	74.654.186
Income from current assets	9431	384.320	987.668
Other financial income	9441
Debts charges	9461	88.761.380	89.715.486
Other financial charges	9471
Gains and losses on disposal of fixed assets
Obtained capital gains	9481
Obtained capital losses	9491
ENTERPRISES LINKED BY PARTICIPATING INTERESTS
Financial fixed assets	(282/3)	3.930.439	4.326.439
Investments	(282)	130.439	526.439
Amounts receivable subordinated	9272
Other amounts receivable	9282	3.800.000	3.800.000
Amounts receivable	9292
After one year	9302
Within one year	9312
Amounts payable	9352
After one year	9362
Within one year	9372

RELATIONSHIPS WITH AFFILIATED ENTERPRISES AND ENTERPRISES LINKED BY PARTICIPATING INTERESTS

TRANSACTIONS WITH RELATED PARTIES OUTSIDE NORMAL MARKET CONDITIONS

Mention of such operations if they are material, stating the amount of these transactions, the nature of the relationship with the related party and other information about the transactions necessary for the understanding of the financial position of the company:

	Codes	Period
DIRECTORS AND MANAGERS, INDIVIDUALS OR BODIES CORPORATE WHO CONTROL THE ENTERPRISE WITHOUT BEING ASSOCIATED THEREWITH OR OTHER ENTERPRISES CONTROLLED BY THESE PERSONS, OTHER ENTERPRISES CONTROLLED BY THE SUB B. MENTIONED PERSONS WITHOUT BEING ASSOCIATED THEREWITH
Amounts receivable from these persons	9500
Conditions on amounts receivable
Guarantees provided in their favour	9501
Guarantees provided in their favour - Main condition
Other significant commitments undertaken in their favour	9502
Other significant commitments undertaken in their favour - Main condition
Amount of direct and indirect remunerations and pensions, included in the income statement, as long as this disclosure does not concern exclusively or mainly, the situation of a single identifiable person
To directors and managers	9503
To former directors and former managers	9504

	Codes	Period
AUDITORS OR PEOPLE THEY ARE LINKED TO
Auditor's fees	9505	477.594
Fees for exceptional services or special missions executed in the company by the auditor
Other attestation missions	95061	108.944
Tax consultancy	95062
Other missions external to the audit	95063	35.456
Fees for exceptional services or special missions executed in the company by people they are linked to
Other attestation missions	95081
Tax consultancy	95082	7.000
Other missions external to the audit	95083	147.975

Mention related to article 133 paragraph 6 from the Companies Code

DERIVATIVES NOT MEASURED AT FAIR VALUE

ESTIMATE OF THE FAIR VALUE FOR EACH CATEGORY OF DERIVATIVE FINANCIAL INSTRUMENTS THAT ARE NOT MEASURED ON THE BASIS OF THE FAIR VALUE IN THE ECONOMIC TRAFFIC, INDICATING THE EXTENT AND THE NATURE OF THE INSTRUMENTS

A gain on metal & energy commitments of 5.530.521

A loss on currency commitments of -879.916

Interest Rate Swap -113.375

INFORMATION RELATING TO CONSOLIDATED ACCOUNTS

INFORMATION THAT MUST BE PROVIDED BY EACH COMPANY, THAT IS SUBJECT OF COMPANY LAW ON THE CONSOLIDATED ANNUAL ACCOUNTS OF ENTERPRISES

The enterprise has drawn up publiced a consolidated annual statement of accounts and a management report*

The enterprise has not published a consolidated annual statement of accounts and a management report, since it is exempt for this obligation for the following reason*

The enterprise and its subsidiaries on consolidated basis exceed not more than one of the limits mentioned in art. 16 of Company Law*

The enterprise itself is a subsidiary of an enterprise which does prepare and publish consolidated accounts, in which her yearly statement of accounts is included*

If yes, justification of the compliance with all conditions for exemption set out in art. 113 par. 2 and 3 of Company Law:

Name, full address of the registered office and, for an enterprise governed by Belgian Law, the company number of the parent company preparing and publishing the consolidated accounts required:

INFORMATION TO DISCLOSE BY THE REPORTING ENTERPRISE BEING A SUBSIDIARY OR A JOINT SUBSIDIARY

Name, full address of the registered office and, for an enterprise governed by Belgian Law, the company number of the parent company(ies) and the specification whether the parent company(ies) prepare(s) and publish(es) consolidated annual accounts in which the annual accounts of the enterprise are included**

If the parent company(ies) is (are) (an) enterprise(s) governed by foreign law disclose where the consolidated accounts can be obtained**

^* Delete where no appropriate.

^** Where the accounts of the enterprise are consolidated at different levels, the information should be given for the consolidated aggregate at the highest level on the one hand and the lowest level on the other hand of which the enterprise is a subsidiary and for which consolidated accounts are prepared and published. 40/76

SOCIAL REPORT

Numbers of joint industrial committees which are competent for the enterprise:

STATEMENT OF THE PERSONS EMPLOYED

EMPLOYEES FOR WHOM THE COMPANY HAS SUBMITTED A DIMONA DECLARATION OR ARE RECORDED IN THE GENERAL PERSONNEL REGISTER

During the period	Codes	Total	1. Men	2. Women
Average number of employees
Full-time	1001	2.683,1	2.380,8	302,3
Part-time	1002	313,6	179,5	134,1
Total of full-time equivalents (FTE)	1003	2.922,5	2.518,8	403,7
Number of hours actually worked
Full-time	1011	4.625.695	4.049.687	576.008
Part-time	1012	441.698	241.497	200.201
Total	1013	5.067.393	4.291.184	776.209
Personnel costs
Full-time	1021	222.060.457	195.511.671	26.548.786
Part-time	1022	20.232.276	11.333.213	8.899.064
Total	1023	242.292.734	206.844.883	35.447.850
Advantages in addition to wages	1033

During the previous period	Codes	P. Total	1P. Men	2P. Women
Average number of employees Number of hours actually worked	1003 1013	2.978,7 5.107.469	2.574,8 4.414.970	403,9 692.499
Personnel costs Advantages in addition to wages	1023 1033	247.983.057	214.360.141	33.622.916

At the closing date of the period	Codes	1. Full-time	2. Part-time	3. Total in full-time equivalents
Number of employees	105	2.693	302	2.923,3
By nature of the employment contract
Contract for an indefinite period	110	2.655	300	2.883,9
Contract for a definite period	111	35	2	36,4
Contract for the execution of a specifically assigned work	112	2		2,0
Replacement contract	113	1		1,0
According to the gender and by level of education
Male	120	2.383	177	2.519,3
primary education	1200	596	69	648,7
secondary education	1201	1.124	76	1.182,5
higher education (non-university)	1202	312	26	332,3
university education	1203	351	6	355,8
Female	121	310	125	404,0
primary education	1210	13	6	17,6
secondary education	1211	53	23	70,2
higher education (non-university)	1212	134	75	189,7
university education	1213	110	21	126,5
By professional category
Management staff	130	99	2	100,6
Employees	134	1.171	185	1.310,3
Workers	132	1.423	115	1.512,4
Other	133

HIRED TEMPORARY STAFF AND PERSONNEL PLACED AT THE ENTERPRISE'S DISPOSAL

During the period	Codes	1. Temporary personnel	2. Persons placed at the disposal of the enterprise
Average number of employees	150	22,4
Number of hours actually worked	151	44.254
Charges of the enterprise	152	1.630.210

TABLE OF PERSONNEL CHANGES DURING THE PERIOD

ENTRIES	Codes	1. Full-time	2. Part-time	3. Total in full-time equivalents
The number of employees for whom the company has submitted a DIMONA declaration or are recorded in the personnel register during the financial year in the general personnel register	205	124	5	127,2
By nature of the employment contract
Contract for an indefinite period	210	84	2	85,0
Contract for a definite period	211	38	3	40,2
Contract for the execution of a specifically assigned work	212	2		2,0
Replacement contract	213

DEPARTURES	Codes	1. Full-time	2. Part-time	3. Total in full-time equivalents
The number of employees with a in the DIMONA declaration indicated or in the general personnel register listed date of termination of the contract during the financial year	305	166	22	181,4
By nature of the employment contract
Contract for an indefinite period	310	144	17	156,2
Contract for a definite period	311	22	5	25,2
Contract for the execution of a specifically assigned work .	312
Replacement contract	313
According to the reason for termination of the employment contract
Retirement	340	16	4	18,6
Unemployment with company allowance	341	51	9	57,7
Dismissal	342	32	3	34,1
Other reason	343	67	6	71,0
Of which the number of persons who continue to render services to the enterprise at least half-time on a self-employed basis	350

INFORMATION WITH REGARD TO TRAINING RECEIVED BY EMPLOYEES DURING THE PERIOD

Total number of official advanced professional training projects at company expense	Codes	Male	Codes	Female
Number of participating employees	5801	2.503	5811	422
Number of training hours	5802	59.641	5812	10.750
Costs for the company	5803	4.424.552	5813	958.632
of which gross costs directly linked to the training	58031	5.049.499	58131	1.065.732
of which paid contributions and deposits in collective funds	58032	96.738	58132	16.578
of which received subsidies (to be deducted)	58033	721.685	58133	123.678
Total number of less official and unofficial advance professional training projects at company expense
Number of participating employees	5821	1.004	5831	236
Number of training hours	5822	68.557	5832	10.141
Costs for the company	5823	3.461.582	5833	593.452
Total number of initial professional training projects at company expense
Number of participating employees	5841	3	5851
Number of training hours	5842	1.287	5852
Costs for the company	5843	58.242	5853

Profit	31/12/2013	31/12/2012	Delta
Operating result	109,937	159,559	$-49,622$
Financial result	8,817	$-15,407$	24,224
Result from the ordinary activities	118,754	144,152	$-25,398$
Exceptional result	$-26,440$	2,549	$-28,989$
Profit before taxes	92,314	146,701	$-54,387$
Income taxes	$-4,324$	22	$-4,346$
Net profit of the year	87,990	146,723	$-58,733$

The cobalt and nickel recycling and refining services achieved again high production levels during the year.

Results of the business unit Electro-Optic Materials were down compared to previous year, impacted by adverse market conditions in blank optics and substrate activities. The effect of decreased revenues was mitigated by cost reduction measures that were initiated in 2012, selective price increases in certain segments and a higher contribution from the refining and recycling activity.

Revenues in the germanium substrates business decreased, impacted by a further deterioration in the terrestrial concentrator photovoltaics market. Also sales to the LED lighting market were lower as Umicore took a more selective approach towards this segment. Sales to the space solar industry showed an increase as Umicore secured a number of contracts with various customers.

The high purity chemical business benefited from a strong increase in demand for germanium tetrachloride used in optical fibres thanks to an increasing market share.

Sales of finished optics were also higher compared to last year, influenced by demand in commercial infrared applications, such as automotive and security. Demand for germanium blanks remained low in a highly competitive market.

C. PERFORMANCE MATERIALS

Revenues for the business unit Zinc Chemicals were at similar levels to the previous year.

Sales volumes decreased for Fine Zinc Powders, impacted by lower demand for anti-corrosive pigments in the European market. Demand for chemical applications remained at comparable level to last year. Demand for Zinc Oxide products also decreased compared to previous year, due to lower order levels from the tyre and chemical industries. This was partly compensated by higher sales for feed-grade materials and ceramics producers.

Lower availability of recyclable materials negatively impacted the margins for the recycling activities, influenced by lower zinc prices.

In Zinc Battery Materials sales volumes of zinc powders for the primary batteries increased. The global demand for alkaline batteries remained stable, however Umicore successfully gained market share in Europe and Asia.

In Building Products sales volumes and revenues were at the same level as last year, despite the slow start of the year due to adverse weather conditions.

D. CORPORATE

Overall corporate costs were at the same level as in 2012.

1.1.4. FINANCIAL RESULT

The financial result amounted to 8,817 KEUR compared to a loss of 15,407 KEUR in 2012, or a variance of 24,223 KEUR. This variance is driven by the following factors:

Dividend income in 2013 (99,449 KEUR) increased versus 2012 (74,666 KEUR) or a variance of 24,783 KEUR. Last year's dividend income was lower, because of lower dividends received

from Umicore International, offset partially by an extra-ordinary dividend received in 2012 from Umicore France.

Interest charges in 2013 were comparable to last year (-90,178 KEUR vs. -91,381 KEUR).

Other financial income and other financial charges for a net amount of -1,121 KEUR (2012: -2,523 KEUR) mainly relate to foreign exchange results and miscellaneous expenses such as bank charges and financial discounts on sales invoices.

1.1.5. EXCEPTIONAL RESULT

The -26,440 KEUR exceptional result in 2013 includes amongst others a negative mark-tomarket adjustment of -10,630 KEUR on the Nyrstar shares (end December 2013 closing price of 2.31 EUR/share compared to an end 2012 closing price of 4.49 EUR/share).

Based on their equity status and the weakening local currencies versus the Euro, impairments were booked for the following participations: Umicore USA (-5,800 KEUR) and Umicore Argentina (-3,070 KEUR). In the same context, a reversal of impairment was booked on Umicore Specialty Materials Brugge, amounting to 900 KEUR. An impairment was also booked on Umicore Australia (-7,850 KEUR) following the closure of the operations.

The 2012 +2,549 KEUR exceptional result included the impact of impairments booked on participations (-48,262 KEUR) and the posting of a provision for restructuring at Olen (-1,491 KEUR), which were completely offset by a capital gain realised on the sale of Umicore Financial Services shares to Umicore International (46,366 KEUR) and a positive impact of 5,461 KEUR on the contribution in kind in the joint venture beLife.

1.1.6. INCOME TAXES

The income tax charge relative to the year 2013 amounts to -4.324 KEUR. Umicore recovered in 2013 the last remaining part of its historical tax losses carried forward.

1.1.7. APPROPRIATION OF THE RESULT

Taking into account the profit of the year of 87,990 KEUR and the profit carried forward for an amount of 515,788 KEUR, the allocations to and release from the unavailable reserve related to the 2013 movements in the own shares for a total amount of -77,905 KEUR and the interim dividend of 55,884 KEUR paid out in September 2013, the result to be appropriated stands at 470,378 KEUR.

Umicore's Board of Directors will propose to the annual general meeting of shareholders a gross dividend of 1.00 EUR per share, with the pay-out taking into account the gross interim dividend of 0.50 EUR/share already distributed in September 2013.

1.2. BALANCE SHEET

1.2.1. MOVEMENTS OF THE CAPITAL AND SHARE PREMIUM

There were no movements on the capital and share premiums in 2013.

Own shares	Number	KEUR
Balance per 01/01/2013	8,113,488 219,259
Exercises of options and grant of free shares 01/13 - 12/13	$-322,212$	$-6,782$
Purchases of own shares	2,437,385	84,687
Balance per 31/12/2013	10,228,661 297,164

1.2.5. FINANCIAL FIXED ASSETS

Financial assets decreased by 29,371 KEUR. Main movements on the upside are linked to capital increases in Umicore Korea (14,418 KEUR) and Umicore Specialty Materials Brugge (2,000 KEUR). Decreases are linked to the intercompany transfer of the participation held in Umicore Engineering (-18,570 KEUR) and the change in the value of the Nyrstar shares (-11,470 KEUR, of which -10,630 KEUR is the mark-to-market adjustment as referred to in §1.1.5 and -840 KEUR relates to a capital decrease cashed in). Furthermore impairment adjustments were booked amounting to -15,820 KEUR (see details also in §1.1.5 above).

1.2.6. INVENTORIES

The total inventories amount to 394,039 KEUR at the end of December 2013, a decrease of 71,357 KEUR compared to end 2012.

This decrease is mainly explained by lower Recylcing inventories in Hoboken with lower metal prices only partially offset by higher volumes in stock. Inventory in transit from other affiliates also decreased.

Also at the Olen based activities, the value of inventories decreased: for Cobalt and Specialty Materials we notice a decrease compared to last year, impacted mainly by lower nickel inventories and at Electro-Optic Materials lower germanium inventories accounted for a reduction.

1.2.7. AMOUNTS RECEIVABLE WITHIN ONE YEAR

The amounts receivable within one year decreased from 259,282 KEUR at 31 December, 2012 to 220,493 KEUR at 31 December 2013 or a variance of -38,790 KEUR, reflecting lower commercial receivables (-21,620 KEUR) and decreased deposits with Umicore Financial Services (-17,741 KEUR).

1.2.8. TREASURY INVESTMENTS

The investments in own shares increased from 219,259 KEUR to 297,164 KEUR: see pt. 1.2.2 own shares.

1.2.9. PROVISIONS FOR LIABLILITIES AND CHARGES

The provisions increased from 96,967 KEUR at 31 December 2012 to 105,843 KEUR at the end of 2013, or an increase of 8,877 KEUR year on year.

The main movement relates to the increase of the provisions for pensions (+13,920 KEUR), offset partially by lower maintenance provisions (-2,142 KEUR) and a decrease of the provisions for other liabilities and charges (-2,901 KEUR).

The introduction of the new IFRS accounting standards IAS 19 Revised, applicable also for Belgian statutory accounts, makes that the previously applied "corridor" method has been abandoned since 1 January 2013. Provisions in the statutory books are now fully aligned to the provisions included in the IFRS books, resulting in a onetime impact of - 9,710 KEUR on the operating profit. To note as well is that the actuarial gains and losses of the year, which are

included in equity in the IFRS books, have to be taken in the profit and loss statement in the Belgian books. For the year 2013 the actuarial losses accounted for an amount of -3,697 KEUR, booked under the operating result as well.

1.2.10. FINANCIAL DEBT (Long term and short term)

The financial debt compared to December 2012 increased by 44,106 KEUR.

Umicore reimbursed a loan of 80,000 KEUR to the banks and intercompany loans of 418,000 KEUR were repaid to various affiliates in the group.

New long-term intercompany loans for the same amount of 418.000 KEUR were installed for a period of 5 years and the short term loans received from Umicore Financial Services increased with 124,106 KEUR.

1.3. PERSONNEL (social balance)

The approach and policy on social management are determined at group level. For a more detailed analysis of the social engagement of the company we refer to the Umicore website www.umicore.com/sustainability/social and the annual report on the consolidated accounts.

Workforce

The total number of employees (full time equivalents) on Umicore's payroll in Belgium at yearend decreased from 2,967.9 in 2012 to 2,923.3 at the end of 2013. On average Umicore employed 2,922.5 FTE during the year 2013, compared to 2,978.7 FTE in the course of 2012.

People development

Training and development are considered as key investment in competence building. Umicore wants people to drive their career as well as to take initiatives to continue develop their own competencies at Umicore. The total number of formal and informal training hours remained at a high level (149,089 hours in 2013, comparable to the 151,598 hours in 2012). The tool MyCampus allowing people to manage their training needs was further rolled out in 2013.

Preferred employer

Umicore strives to be a preferred employer for both current and potential employees. In 2013 Umicore was once more recognized as top employer by the Top Employer Institute.

Occupational health and safety

In 2013 several initiatives and programs were implemented in the different sites, tailored to the business unit's requirements to further increase awareness around safety culture within Umicore and contributing to the ultimate goal of zero lost time accidents.

2. SUBSEQUENT EVENTS

There are no subsequent events to mention, that could influence the interpretation of the annual accounts as presented.

3. DEVELOPMENT OF THE COMPANY.

In 2013 Umicore continued the implementation of its new strategy Vision 2015, announced in June 2010. Vision 2015 is Umicore's strategy that sets out the economic, social and environmental goals of the company to 2015 and beyond. Key elements driving the Vision 2015 are resource scarcity, increasingly stringent emission control, the drive for renewable energy and the electrification of the automobile. Development efforts will be focussed on those areas $C_8$

- Umicore (own shares):	10,228,661 shares (8.52%)
- Family Trust Desmarais, Albert Frère and Groupe Bruxelles
Lambert SA:	6,017,276 shares (5.01%)
- BlackRock Inc.:	5,957,971 shares (4.96%)
- Franklin Templeton Institutional LLC:	3,691,759 shares (3.08%)
- Vanguard Precious Metals and Mining Fund:	3,620,000 shares (3.02%)

5.3.2. DIVIDEND POLICY AND PAYMENT

Umicore's policy is to pay a stable or gradually increasing dividend. There is no fixed pay-out ratio. The dividend is proposed by the Board at the ordinary (or annual) general meeting of shareholders. No dividend will be paid which would endanger the financial stability of the Company.

In 2013 Umicore paid a gross dividend of € 1.00 per share relating to the financial year 2012. This equalled the gross dividend in respect of the financial year 2011.

In August 2013 the Board, in line with the Umicore dividend policy, decided to pay an interim dividend, equal to 50% of the total dividend declared for the previous financial year. As a result a gross interim dividend of € 0.50 per share was paid as from 5 September 2013. On 5 February 2014 the Board decided to propose to shareholders a total gross dividend of € 1.00 per share relating to financial year 2013. If the appropriation of profit proposed to the shareholders is approved, the gross pay out of the dividend in May 2014 shall amount to € 0.50 per share (i.e. the total dividend less the interim payment).

The System Paying Agent designated for the payment of the 2013 dividend is: KBC Bank Havenlaan / Avenue du Port 2 1080 Brussels

5.3.3. SHAREHOLDERS' MEETING 2013

According to Umicore's articles of association, the annual shareholders' meeting takes place on the last Tuesday of April at 5 p.m.

The annual shareholders' meeting of 2013 took place on 30 April 2013. At this meeting the shareholders approved the standard resolutions regarding the annual accounts, the appropriation of the results and the discharges to the directors and to the statutory auditor regarding their respective 2012 mandates. In addition Isabelle Bouillot was reappointed as director for a further three years, and Shohei Naito's mandate as independent director was renewed for one year. The shareholders appointed Frans van Daele as a new, independent director for three years, but he resigned in July 2013 following his appointment as chief of staff of HRH King Philippe. The shareholders also appointed Barbara Kux with effective date 1 January 2014 for a period expiring at the end of the annual shareholders' meeting of 2017. The annual shareholders' meeting furthermore approved the remuneration of the Board for 2013. Details of the fees paid to the directors in 2013 are disclosed in the Remuneration Report.

Finally, an extraordinary shareholders' meeting also held on 30 April 2013 renewed the authorization conferred to the Company and its subsidiaries to acquire, until 30 June 2015, Umicore shares on a regulated market within a limit of 10% of the subscribed capital, at a price per share between € 4 and € 75.

5.4. BOARD OF DIRECTORS

5.4.1. COMPOSITION

The Board of Directors, whose members are appointed by the shareholders' meeting resolving by a simple majority of votes without any attendance requirement, is composed of at least six members. The directors' term of office may normally not exceed four years. In practice, directors are elected for a (renewable) period of three years.

Directors can be dismissed at any time following a resolution of a shareholders' meeting deciding by a simple majority of the votes cast. There are no attendance requirements for the dismissal of directors. The articles of association provide for the possibility for the Board to appoint directors in the event of a vacancy. The next general shareholders' meeting must decide on the definitive appointment of the above director. The new director completes the term of office of his or her predecessor.

On 31 December 2013, the Board of Directors was composed of ten members: nine nonexecutive directors and one executive director. On the same date four directors were independent in accordance with the criteria laid down in Article 526ter of the Belgian Companies Code and provision 2.3 of the 2009 Belgian Code on Corporate Governance. Following the entry into force of the appointment of Barbara Kux as new, independent director on 1 January 2014 (as decided by the shareholders' meeting held on 30 April 2013), the Board of Directors will on that date consist of eleven members, including ten non-executive directors and five independent directors.

Two (i.e. 20%) of the ten Board members in function on 31 December 2013 are women. Following the entry into force of the appointment of Barbara Kux as director on 1 January 2014, this number will increase to three (or 27.27 %). Umicore is committed to reach the minimum representation threshold of one-third as imposed by the Belgian Companies Code and the recommendations of the Belgian Corporate Governance Committee well within the imposed time frame, i.e. before 1 January 2017. Both the Nomination and Remuneration Committee and the Board will in this respect seriously take into consideration the gender diversity requirement when examining Board mandate vacancies in the coming years.

The composition of the Board of Directors underwent the following changes in 2013:

• Frans van Daele was appointed as new, independent director for a period of three years as of 30 April 2013, but resigned in July 2013 following his appointment as chief of staff of HRH King Philippe;
• Barbara Kux was appointed as new, independent director with effective date 1 January 2014 for a period ending at the end of the 2017 annual shareholders' meeting.

5.4.2. MEETINGS AND TOPICS

The Board of Directors held five regular meetings in 2013. This is a decrease by one compared to the previous year, but can be explained by the postponement of a Board meeting initially scheduled for December 2013 to early January 2014. On one occasion the Board also took decisions by unanimous written approval.

Major matters reviewed by the Board in 2013 included:

• financial performance of the Group;
• approval of the annual and half-year financial statements; $\bullet$
• adoption of the statutory and consolidated annual accounts including the result allocation and annual dividend proposal, as well as the statutory and consolidated annual reports;
• approval of the agenda of an ordinary and extraordinary shareholders' meeting and calling of these meetings;
• Vision 2015 status report;
• investment projects;
• $\bullet$ sustainable development review;
• strategic opportunities and operational challenges;

• business updates and technology review;

• mergers & acquisitions projects;

• EHS, Communications and Human Resources review;
• annual performance review of the Chief Executive Officer and the other members of the Executive Committee in respect of 2012;
• succession planning at the level of the Board; $\bullet$
• distribution of an interim dividend;
• renewal of the statutory auditor's mandate.

The Board also visited the Umicore automotive catalyst facility in Florange (France).

5.4.3. PERFORMANCE REVIEW OF THE BOARD AND ITS COMMITTEES

Every two years the Chairman conducts a performance review of the Board and its Committees.

The last performance review took place in 2013, on the basis of an individual evaluation form. The directors were asked to assess the following items: composition of the Board, selection and appointment of directors, functioning of the Board (agenda, meetings, chairmanship and secretariat), quality of information, culture within the Board, performance of duties by the Board, relations with the Executive Committee, and finally the Audit Committee and the Nomination and Remuneration Committee.

The outcome of the evaluation was first discussed at the Board meeting held in September 2013 and was further discussed in depth during a Board meeting held in February 2014.

5.4.4. AUDIT COMMITTEE

The Audit Committee's composition and the qualifications of its members are fully in line with the requirements of Article 526bis of the Belgian Companies Code and the 2009 Belgian Code on Corporate Governance.

The Audit Committee consists of three non-executive directors, two of them being independent. Isabelle Bouillot, since she was no longer considered an independent director from 30 April 2013 onwards, was replaced by Rudi Thomaes as Committee member with effective date 30 April 2013. All the members of the Audit Committee, have extensive experience in accounting and audit as demonstrated by their curriculum.

The Committee met four times in 2013. Apart from the review of the 2012 full year accounts and those of the first half of 2013, the Committee also reviewed the following matters: the endorsement of the new head of the internal audit department, treasury items, the renewal of the statutory auditor's mandate, metal inventory methodology, the status on the minimum internal control requirements ("MICR"), an overview of the employee benefits liabilities in the Umicore Group and the internal audit activity reports. Furthermore, the Audit Committee conducted a review of the fees paid to the statutory auditor.

5.4.5. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee consists of three members who are all nonexecutive directors, two of them being independent. It is chaired by the Chairman of the Board. Isabelle Bouillot, since she was no longer considered an independent director from 30 April 2013 onwards, was replaced by Shohei Naito as Committee member with effective date 30 April 2013. Two Nomination and Remuneration Committee meetings were held in 2013. During the same period the Committee discussed the remuneration policy for the Board members, the Board Committees members and Executive Committee members and the rules of the stock grant and option plans offered in 2013.

The Nomination and Remuneration Committee was actively involved in the appointment of Frans van Daele (who resigned in July 2013) and Barbara Kux as new directors, and in the performance review of the Board and its Committees. The Committee also discussed the succession planning at the level of the Board and the Executive Committee.

5.5. EXECUTIVE COMMITTEE

5.5.1. COMPOSITION

The Executive Committee has the form of a "Comité de Direction/Directiecomité" as meant under Article 524bis of the Belgian Companies Code.

The Executive Committee is composed of at least four members. It is chaired by the Chief Executive Officer, who is appointed by the Board of Directors. The members of the Executive Committee are appointed by the Board of Directors upon proposal by the Chief Executive Officer and recommendation of the Nomination and Remuneration Committee.

On 31 December 2013 the Executive Committee consisted of seven members including the Chief Executive Officer.

5.5.2. PERFORMANCE REVIEW

A review of the performance of each Executive Committee member is conducted annually by the Chief Executive Officer and discussed with the Nomination and Remuneration Committee. The results are presented to the Board of Directors and discussed by the Board.

The Board also meets annually in non-executive session (i.e. without the Chief Executive Officer present) to review and discuss the performance of the Chief Executive Officer.

The above performance reviews took place on 6 February 2013.

5.6. RELEVANT INFORMATION IN THE EVENT OF A TAKEOVER BID

5.6.1. RESTRICTIONS ON TRANSFERRING SECURITIES

Umicore's articles of association do not impose any restriction on the transfer of shares or other securities.

The Company is furthermore not aware of any restrictions imposed by law except in the context of market abuse regulations.

The options on Umicore shares as granted to the Chief Executive Officer, to the members of the Executive Committee and to designated Umicore employees in execution of various Umicore incentive programs may not be transferred inter vivos.

5.6.2. HOLDERS OF SECURITIES WITH SPECIAL CONTROL RIGHTS

There are no such holders.

5.6.3. VOTING RIGHT RESTRICTIONS

The Company's articles of association do not contain any restriction on the exercise of voting rights by shareholders, providing the shareholders concerned are admitted to the shareholders' meeting and their rights are not suspended. The admission rules to shareholders' meetings are

laid down in Article 17 of the articles of association. According to Article 7 of the articles of association the rights attached to shares held by several owners are suspended until one person is appointed as owner vis-à-vis the Company.

To the Board's best knowledge none of the voting rights attached to the shares issued by the Company were suspended by law on 31 December 2013, save for the 10,228,661 shares held by the Company itself on that date (Article 622 §1 of the Belgian Companies Code).

5.6.4. EMPLOYEE STOCK PLANS WHERE THE CONTROL RIGHTS ARE NOT EXERCISED DIRECTLY BY THE EMPLOYEES

The Company has not issued such employee stock plans.

5.6.5. SHAREHOLDERS' AGREEMENTS

To the Board's best knowledge there are no shareholders' agreements which may result in restrictions on the transfer of securities and/or the exercise of voting rights.

5.6.6. AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Save for capital increases decided by the Board of Directors within the limits of the authorized capital, only an extraordinary shareholders' meeting is authorized to amend Umicore's articles of association. A shareholders' meeting may only deliberate on amendments to the articles of association - including capital increases or reductions, as well as mergers, de-mergers and a winding-up - if at least 50% of the subscribed capital is represented. If the above attendance quorum is not reached, a new extraordinary shareholders' meeting must be convened, which will deliberate regardless of the portion of the subscribed capital represented. As a general rule amendments to the articles of association are only adopted if approved by 75% of the votes cast. The Belgian Companies Code provides for more stringent majority requirements in specific instances, such as the modification of the corporate object or the company form.

The Company's articles of association were not amended in 2013.

5.6.7. AUTHORIZED CAPITAL - BUY-BACK OF SHARES

The Company's share capital may be increased following a decision of the Board within the limits of the so-called "authorized capital". The authorization must be granted by an extraordinary shareholders' meeting; it is limited in time and amount and is subject to specific justification and purpose requirements. The extraordinary shareholders' meeting held on 26 April 2011 (resolutions published on 10 June 2011) has authorized the Board to increase the Company's share capital in one or more times by a maximum amount of € 50,000,000. Up until 31 December 2013 this authorization had not been used. It will lapse on 9 June 2016.

Following a resolution of the extraordinary shareholders' meeting held on 30 April 2013 the Board is authorized to acquire own Company shares on a regulated market within a limit of 10% of the subscribed capital, at a price per share comprised between € 4.00 and € 75.00 and until 30 June 2015 (included). The same authorization was also granted to the Company's subsidiaries. A total of 2,437,385 own shares were purchased in 2013 by the Company in implementation of the above authorization (and of the previous authorization granted on 31 May 2012) during 2013.

5.6.8. AGREEMENTS BETWEEN THE COMPANY AND ITS BOARD MEMBERS OR EMPLOYEES PROVIDING FOR COMPENSATION IF THEY RESIGN, OR ARE MADE REDUNDANT WITHOUT VALID REASON, OR IF THEIR EMPLOYMENT CEASES BECAUSE OF A TAKE-OVER-BID

All the senior vice-presidents of the Group are entitled to a compensation equivalent to 36 months base salary in the event of a dismissal within twelve months of a change of control of the Company. As far as the members of the Executive Committee are concerned, reference is made to the Remuneration Report.

5.7. STATUTORY AUDITOR

At the annual shareholders' meeting held on 26 April 2011 the statutory auditor's mandate of PricewaterhouseCoopers Bedrijfsrevisoren/Réviseurs d'Entreprises BCVBA/SCCRL was renewed for a period of three years. The statutory auditor is jointly represented by BVBA Marc Daelman, represented by Marc Daelman, and Emmanuèle Attout for the exercise of this mandate.

The Umicore policy detailing the independence criteria for the statutory auditor may be requested from the Company.

5.8. CODE OF CONDUCT

Umicore operates a Code of Conduct for all employees, representatives and Board members. This Code of Conduct is fundamental to the task of creating and maintaining a relation of trust and professionalism with its main stakeholders namely its employees, commercial partners, shareholders, government authorities and the public.

The main purpose of Umicore's Code of Conduct is to ensure that all persons acting on behalf of Umicore carry out their activities in an ethical way and in accordance with the laws and regulations and with the standards Umicore sets through its present and future policies, guidelines and rules. The Code of Conduct contains a specific section on complaints and expressions of concern by employees and "whistle-blower" protection.

The Code of Conduct is published in Appendix 4 to Umicore's Corporate Governance Charter.

5.9. MARKET MANIPULATION AND INSIDER TRADING

Umicore's policy related to market abuse including insider trading can be found in Appendix 5 to the Corporate Governance Charter.

5.10. COMPLIANCE WITH THE 2009 BELGIAN CODE ON CORPORATE GOVERNANCE

Umicore's corporate governance systems and procedures are in line with the 2009 Belgian Code on Corporate Governance.

5.11. REMUNERATION REPORT

5.11.1. BOARD OF DIRECTORS' REMUNERATION

Remuneration policy for the Board of Directors

59/76

As a principle the remuneration of the non-executive members of the Board should be sufficient to attract, retain and motivate individuals who have the profile determined by the Board. The remuneration level should take into account the responsibilities and the commitment of the Board members as well as prevailing international market conditions. On the basis of the recommendation made by the Nomination & Remuneration Committee as to the form and structure of remuneration, the Board of Directors adopts the policy for remuneration of the non-executive Directors. The Nomination & Remuneration Committee bases its proposals on a review of prevailing market conditions for quoted companies which are part of the BEL 20 index as well as other European companies of similar size operating in the Chemicals, Metals and Materials sectors. The results of the survey are discussed within the Nomination & Remuneration Committee and the Board determines the remuneration for non-executive Directors and Board Committee's members to be proposed to the annual shareholders' meeting.

Non-executive directors' remuneration

The remuneration of the non-executive Board members in 2013 was maintained at the same level as in the prior year and comprised the following elements:

• Chairman: annual fixed fee: $\epsilon$ 40,000 + $\epsilon$ 5,000 per meeting attended + 300 Umicore shares.
• Director: annual fixed fee: $\in$ 20,000 + $\in$ 2,500 per meeting attended + 300 Umicore $\bullet$ shares.

The remuneration of the Board Committee members was the following in 2013:

Audit Committee

• Chairman: annual fixed fee: $\in$ 10,000 + $\in$ 5,000 per meeting attended. $\bullet$
• Member: annual fixed fee: € 5,000 + € 3,000 per meeting attended. $\bullet$

Nomination and Remuneration Committee

• Chairman: $65,000$ per meeting attended. $\bullet$
• Member: € 3,000 per meeting attended.

2013 Board Remuneration overview.

Name		$(in \in)$	Meetings attended
Thomas Leysen (Chairman)	Board
(non-executive director)	Fixed annual fee	40,000
	Fee per attended meeting	5,000	5/5
	Value of 300 granted shares	11,018
	Nomination & Remuneration Committee
	Fee per attended meeting	5,000	2/2
	Total remuneration	86,018
	Benefits in kind company car	7,612
Marc Grynberg	Board
(executive director)	No remuneration as a director (see hereafter 2013 CEO remuneration)		5/5
Isabelle Bouillot	Board
(non-executive director)	Fixed annual fee	20,000

	Fee per attended meeting	2,500	4/5
	Value of 300 granted shares	11,018
	Nomination &
	Remuneration Committee
	Fee per attended meeting	3,000	1/1
	Audit Committee
	Fixed annual fee	1,667
	Fee per attended meeting	3,000	2/2
	Total remuneration	51,685
Uwe-Ernst Bufe	Board
(independent, non-executive director)	Fixed annual fee	20,000
	Fee per attended meeting	2,500	5/5
	Value of 300 granted shares	11,018
	Total remuneration	43,518
Arnoud de Pret	Board
(non-executive director)	Fixed annual fee	20,000
	Fee per attended meeting	2,500	5/5
	Value of 300 granted shares	11,018
	Audit Committee
	Fixed annual fee	10,000
	Fee per attended meeting	5,000	4/4
	Total remuneration	73,518
Ines Kolmsee	Board
(independent, non-executive director)	Fixed annual fee	20,000
	Fee per attended meeting	2,500	5/5
	Value of 300 granted shares	11,018
	Audit Committee
	Fixed annual fee	5,000
	Fee per attended meeting	3,000	4/4
	Total remuneration	60,518
Shohei Naito	Board
(independent, non-executive director)	Fixed annual fee	20,000
	Fee per attended meeting	2,500	5/5
	Value of 300 granted shares	11,018
	Nomination &
	Remuneration Committee
	Fee per attended meeting	3,000	1/1
	Total remuneration	46,518
Jonathan Oppenheimer	Board
(non-executive director)	Fixed annual fee	20,000
	Fee per attended meeting	2,500	5/5
	Value of 300 granted shares	11,018
	Total remuneration	43,518
Rudi Thomaes	Board
(independent, non-executive director)	Fixed annual fee	20,000
	Fee per attended meeting	2,500	5/5
	Value of 300 granted shares	11,018
	Nomination &
	Remuneration Committee
	Fee per attended meeting	3,000	2/2
	Audit Committee

	Fixed annual fee	3,333
	Fee per attended meeting	3,000	2/2
	Total remuneration	58,851
Frans van Daele	Board
(independent, non-executive director) Appointed by the AGM of 30 April	Fixed annual fee	10,833
2013 - Resigned on 23 July 2013	Fee per attended meeting	2,500	1/1
	Value of 200 granted shares	7,345
	Total remuneration	20,678
Klaus Wendel	Board
(non-executive director)	Fixed annual fee	20,000
	Fee per attended meeting	2,500	5/5
	Value of 300 granted shares	11,018
	Total remuneration	43,518

Executive Committee members' remuneration package

The Nomination & Remuneration Committee of 1 February 2013 reviewed the remuneration package of the Executive Committee members. As it was the case for the remuneration package of the CEO, the Board of Directors of 6 February 2013 followed the proposal of the Nomination & Remuneration Committee and decided to leave the remuneration package of the Executive Committee members unchanged for 2013.

5.11.2.2. CEO's compensation and benefits

Fixed remuneration

The CEO received a fixed gross remuneration of $\epsilon$ 660,000 in 2013.

Variable cash remuneration scheme and evaluation criteria

As from the reference year 2012 the CEO's annual variable cash remuneration potential amounts to € 540,000, half of which relates to an undeferred pay-out based on the individual performance including the annual overall financial performance of the Group, the progress achieved against Group strategic and sustainable development objectives, and adherence to the values of the Group.

The other half of the variable remuneration, for which the pay-out is deferred, is based on the Umicore Group profitability criterion, i.e. the Return on Capital Employed (ROCE), as published in the annual report. The deferred pay-out is assessed over a multi-year timespan, with half of it paid after a period of two years based on the two year average ROCE. The other half is paid after a period of three years using as a reference the three year average ROCE. The ROCE range is set between 7.5 % (= payout of 0%) and a maximum of 17.5 % (= payout of 100%). When the achieved ROCE percentage falls between any of the above targets, the payout will be pro-rated. The payout percentage will be applied on the relevant annual variable cash remuneration potential i.e. a quarter of the annual variable cash remuneration potential of the reference year for each deferred pay-out year.

The variable cash remuneration may be converted partly or totally into Umicore shares at the discretion of the CEO.

There are no provisions allowing the Company to reclaim any variable remuneration paid to the CEO.

At the beginning of every reference year the individual objectives are discussed during a session of the Nomination & Remuneration Committee. During a Board session they are presented by the Chairman, discussed and approved by the Board.

The annual performance of the CEO is assessed by the Nomination & Remuneration Committee and the results of this assessment are presented by the Chairman and discussed during a Board session where the CEO is not present.

In 2014 the CEO will receive a gross cash variable remuneration totalling $\epsilon$ 393,350. This total includes an amount of € 175,000 corresponding to the undeferred individual component of his variable cash remuneration in respect of the performance achieved in 2013. The balance corresponds to deferred payments from prior years, calculated as follows. An amount of $\epsilon$ 114,400 will be paid out as the second half of the deferred payment of his variable cash remuneration for the reference year 2011 based on the three year average ROCE for the years 2011, 2012 and 2013. The Group ROCE averaged 16.3% over these 3 years, giving rise to a percentage pay-out of 88% which applies to one quarter of the annual variable cash remuneration potential for the year 2011. An amount of € 103,950 will be paid out as the first

Total remuneration earned by the CEO Marc Grynberg - in $\varepsilon$	2011	2012	2013
Status of the CEO	Self-employed	Self-employed	Self-employed
Fixed Remuneration	520,000	660,000	660,000
Variable Remuneration
Current year	255,000	150,000	175,000
Deferred from previous year	125,000	130,000	103,950
Deferred from year prior to previous year *		125,000	114,400
Total gross cash remuneration	900,000	1,065,000	1,053,350
Non-cash elements
- Notional value of the free shares granted (services rendered in the ref. year)	108,000	109,125	94,785
- Notional value at grant of the incentive stock options - Pension	997,200	551,768	436,115
Defined contribution plan	185,534	195,030	201,630
Defined benefits plan (service cost)	50,274	52,807	92,290
- Other Benefits : Representation allowance, company car, insurance benefits	30,747	47,092	47,519

* On 25 March 2013 Marc Grynberg decided to convert the 2nd half of his deferred variable cash remuneration for the reference year 2011 or € 125,000 into 3,400 Umicore shares based on the closing share price of 25 March 2013 or € 36.185. The delta of the conversion or € 1,971 was paid in cash.

* On 10 February 2014 Marc Grynberg decided to convert the 2nd half of his deferred variable cash remuneration for the reference year 2011 or € 114,400 into 3,400 Umicore shares based on the closing share price of 7 February 2014 or € 32.98 The delta of the conversion or € 2.268 was paid in cash.

5.11.2.3. Executive Committee member's compensation and benefits

Fixed remuneration

Total

The fixed remuneration can be different for each Executive Committee member and depends on criteria such as experience. In aggregate in 2013 the Executive Committee (excluding the CEO) received € 2,330,000 in fixed gross remuneration.

Variable cash remuneration scheme and evaluation criteria

Umicore has adopted a variable cash remuneration scheme which aims to ensure that all Executive Committee members are rewarded in line with their annual individual performance as well as the overall performance of the Umicore Group. All the members of the Executive Committee are eligible for the same annual variable cash remuneration potential for the reference year 2013 amounting to € 300,000, half of which involves an undeferred pay-out based on the annual individual performance (including adherence to the values of the Group, environmental and social performance).

The other half, involving a deferred pay-out, is based on the Umicore Group ROCE profitability criterion, i.e. the Return on Capital Employed (ROCE), as published in the annual report. The deferred pay-out is assessed over a multi-year timespan, with half of it paid after a period of two years, using the two years average ROCE as the reference. The other half is paid after a period of three years based on the three years average ROCE. The ROCE range is set between 7.5% (= payout of 0%) and a maximum of 17.5% (= payout of 100%). When the achieved ROCE percentage falls between any of the above targets, the payout will be pro-rated. The payout will be applied to the relevant annual variable cash remuneration potential i.e. a quarter of the annual variable cash remuneration potential of the reference year for each deferred payout year.

There are no provisions allowing the Company to reclaim any variable remuneration paid to the Executive Committee members.

At the beginning of every reference year the annual individual objectives of each Executive Committee member are fixed by the CEO on basis of their areas of responsibility. The annual individual objectives are specific, measurable, agreed, realistic, time bound and take into account the group's sustainability objectives.

The annual performance of each Executive Committee member is initially assessed by the CEO. The results of the assessments and the individual variable cash remuneration proposals are presented by the CEO to the Nomination & Remuneration Committee before approval by the Board

In 2014 the Executive Committee members will receive an aggregate variable cash remuneration totaling € 630,000 in respect to the undeferred individual component of their 2013 variable cash remuneration.

In addition to the undeferred individual payment, the Executive Committee members will also

65/76

Total remuneration earned, in aggregate, by members of the Executive Committee in 2013 (not including the CEO) - in $\epsilon$	2011	2012	2013
Fixed Remuneration (2012 includes termination indemnity)	2,005,260	3,029,251	2,330,000
Variable Remuneration
Current year	655,000	395,000	630,000
Deferred from previous year	385,000	350,000	250,250
Deferred from year prior to previous year		315,000	246,400
Total gross cash remuneration	3,045,260	4,089,251	3,456,650

Non-cash elements
- Notional value of the free shares granted (services rendered in the ref. year)	676,530	581,745	568,710
- Notional value at grant of the incentive stock options	1,662,000	772,476	508,800
- Pension
Defined contribution plan	197,854	238,364	209,890
Defined benefits plan (service cost)	238,884	269,511	414,023
- Other Benefits : Representation allowances, company car, insurance benefits and in 2011 and 2012 including benefits linked to expatriation	351,054	394,701	361,926
Total	6,171,582	6,346,048	5,519,999

Name	Options at 31 Dec 2012	Options granted in 2013	Number of options exercised	Average exercise price (in €)	Year of grant of options exercised	Number of options forfeited	Options at 31 Dec 2013*
Marc Grynberg Stephan Csoma	390,000	75,000	0			0	465,000
**	21,000	0	5,000	22.30	2010	0	16,000
Denis Goffaux	46,000	17,500	0			0	63,500
Hugo Morel Filip Platteeuw	67,500	17,500	25,000	22.30	2010	0	60,000
** Pascal	17,500	17,500	0			0	35,000
Reymondet	92,500	17,500	15,000	22.30	2010	$\mathbf 0$	95,000
Marc Van Sande	92,500	17,500	21,162	22.30	2010	0	88,838

Name	Shares owned at	Shares owned at	Shares owned at
	31/12/2011	31/12/2012	31/12/2013
Marc Grynberg	143,000	146,000	152,400
Stephan Csoma	2,000		500
Denis Goffaux	5,000	4,500	7,500
Hugo Morel	27,250	6,000	9,000
Filip Platteeuw	3,600	1,000	1,500
Pascal Reymondet	14,750	17,750	20,750
Marc Van Sande	21,800	15,000	9,000
Total	217,400	190,250	200,650

Name	Shares owned at	Shares owned at Shares owned at

	31/12/2011	31/12/2012	31/12/2013
Thomas Leysen	871,320	626,620	676,920
Isabelle Bouillot	300	600	900
Uwe-Ernst Bufe	300	600	900
Arnoud de Pret	5,300	5,600	5,900
Ines Kolmsee	205	505	805
Shohei Naito	300	600	900
Jonathan Oppenheimer	300	600	900
Rudi Thomaes		905	1,205
Klaus Wendel	7,425	7,725	8,025
Total	885,450	643,755	696,455

The contracts of Hugo Morel and Marc Van Sande were signed before the Belgian Corporate Governance Law of 6 April 2010 came into force. In case of termination the compensation is based on age, seniority in the Umicore Group and the total compensation and benefits.

Pascal Reymondet has a German employment agreement signed on 1 March 1989 There is no contractual arrangement in case of termination and German law will be applicable.

5.11.4. CHANGES TO THE REMUNERATION SINCE THE END OF 2013

Non-executive directors' remuneration

In order to determine adequate remuneration levels for its non-executive Directors Umicore conducted in 2013 a survey of director's fees of Umicore against those of quoted companies on the BEL 20 index as well as other European companies of similar size operating in the Chemicals, Metals and Materials sectors. The results of the survey which were reviewed by the Nomination & Remuneration Committee of 4 February 2014 demonstrated that as well as the positioning of the fees of the Chairman of the Board as those of the Board members are situated at the low end of the peer groups.

The Nomination & Remuneration Committee recommended to the Board to increase the number of Umicore shares granted to each non-executive director from 300 to 500, and for the Chairman of the Board from 500 to 1,000. The Board of Directors of 5 February 2014 followed this proposal and decided to submit these changes to the approval of the shareholders during the annual shareholders' meeting to be held on 29 April 2014.

CEO's remuneration package

On 4 February 2014 the Nomination & Remuneration Committee reviewed the remuneration package of the CEO based on a comparison survey with European peer companies and BEL 20 index companies.

On proposal of the Nomination & Remuneration Committee, the Board of Directors of 5 February 2014 decided to leave the fixed gross remuneration of € 660,000 unchanged in 2014.

Executive Committee Members' remuneration package

The Nomination & Remuneration Committee of 4 February 2014 reviewed the remuneration package of the Executive Committee members. On proposal of the Nomination & Remuneration Committee and taking into account that no salary increase was granted in 2013, the Board of Directors of 5 February 2014 decided to increase slightly the annual fixed remuneration of the Executive Committee members.

Composition of the CEO and Executive Committee Members' variable cash remuneration

The Nomination & Remuneration Committee of 4 February 2014 discussed the components of the current variable cash remuneration of the CEO and the Executive Committee members.

In order to enable a more targeted, entrepreneurial incentive scheme, the Nomination & Remuneration Committee recommended to restructure the deferred variable cash remuneration scheme and link it to the performance of the Business Groups for the Business Group Executive Committee members. The economic profit over and above the cost of capital generated by each Business Group over a time span of 2 to 3 years relative to the operational plan will be used as performance criteria. For the Chief Financial Officer and the Chief Technology Officer the Group performance will be the reference.

$C_8$

A specific monitoring role is given to Umicore Internal Audit department in order to provide oversight for the risk management process.

5.12.1.2. Internal control system

Umicore adopted the COSO framework for its Enterprise Risk Management and has adapted its various controls constituents within its organization and processes. "The Umicore Way" (www.umicore.com/en/aboutUs/umicoreWav/) and the "Code of Conduct" are the cornerstones of the Internal Control environment; together with the concept of management by objectives and through the setting of clear roles and responsibilities they establish the operating framework for the company.

Specific internal control mechanisms have been developed by business units at their level of operations, while shared operational functions and corporate services provide guidance and set controls for cross-organizational activities. These give rise to specific policies, procedures and charters covering areas such as supply chain management, human resources, information systems, environment, health and safety, legal, corporate security and research and development.

Umicore operates a system of Minimum Internal Control Requirements (MICR) to specifically address the mitigation of financial risks and to enhance the reliability of financial reporting.

Umicore's MICR framework requires all Group entities to comply with a uniform set of internal controls covering 165 control activities in 12 processes and 131 Group control entities. Within the MICR framework specific attention is paid to the segregation of duties and the definition of clear roles and responsibilities. A compliance threshold is established for each control activity with the ultimate goal being to achieve the target compliance level in all Umicore entities. The majority of entities made further progress in 2013 with the total average compliance scores improving by 2 percentage points. Priority was given to reach the target control maturity in those processes that are of particular importance to Umicore such as metal hedging and inventory management. MICR compliance is monitored by means of annual self-assessments to be signed off by the senior management and their outcome is reported to the Executive Committee and to the Audit Committee of the Board of Directors. The compliance assessments are also reviewed by the Internal Audit department during its missions.

5.12.2. RISK CATEGORIZATION

Umicore faces risks that in broad terms can be categorized as follows:

Strategic: including risks related to macro-economic and financial conditions, technological changes, corporate reputation, political and legislative environment.

Operational: including risks related to changing customer demand, supply of raw materials, distribution of products, credit, production, labour relations, human resources, IT infrastructure, occupational health and safety, emission control, impact of current or past activities on the environment, product safety, asset and data security, disaster recovery.

Financial: including risks related to treasury, tax, forecasting and budgeting, accuracy and timeliness of reporting, compliance with accounting standards, metal price and currency fluctuation, hedging.

Most industrial companies would normally expect to face a combination of the risks listed above. It is not the intention to provide exhaustive details on each risk posed to the company in this report. However, the most noteworthy strategic and operational risks either in their relevance to Umicore and its Vision 2015 targets or in the company's way of dealing with them have been highlighted below. Financial risks are discussed in greater detail in note F3 to the Consolidated Financial Statements.

$C_8$

Supply risk

Umicore is reliant on supplies of certain metals or metals-containing raw materials in order to manufacture its products. Some of these raw materials are comparatively rare. In order to mitigate the risk of supplies becoming difficult to source Umicore enters into longer-term contracts with its suppliers wherever possible. In some cases the company holds strategic reserve stocks of certain key raw materials. The company also attempts to source its materials from a geographically diverse range of locations. Umicore's focus on recycling also means that its supply needs are only partially dependent on supplies of virgin material from mines - a significant proportion of the company's feed coming from secondary industrial sources or endof-life materials. Where possible Umicore seeks to partner with customers in a "closed-loop" business model thereby integrating sales and the recycling of the customer's residues in one package. Umicore has developed a Sustainable Procurement Charter that has been designed to drive further improvements in the company's approach to sustainable procurement and is being rolled out towards Umicore's suppliers.

Comments on 2013: Umicore made further progress in 2013 with regards to its efforts to demonstrate compliance with the Dodd Frank Act in the US. While Umicore does not source conflict minerals and is not itself subject to the Dodd Frank Act, the company is proactively addressing the issue with a number of its customers and suppliers. In 2012 Umicore had already taken steps, together with relevant industry associations, to provide assurances to customers about the conflict-free nature of the gold that it recycles or which is used in its products. In Precious Metals Refining the company was awarded the conflict-free smelter certification by the London Bullion Market Association (LBMA) following an audit of its processes and supply streams. A similar process and certification was undertaken by Jewellery & Industrial Metals together with the Responsible Jewelry Council (RJC). In 2013 Umicore formally adopted a conflict minerals policy. For general comments on the progress in implementing Umicore's Sustainable Procurement Charter please see the annualreport on the consolidated accounts.

Substitution risk

Achieving the best cost-performance balance for materials is a priority for Umicore and its customers. There is always a risk that customers will seek alternative materials to integrate in their products should those of Umicore not provide this optimum balance. The risk is especially present in those businesses producing materials containing expensive metals (especially those with historically volatile pricing characteristics). Umicore actively seeks to pre-empt this search for substitute materials by developing such substitutes itself using less costly materials with lower pricing volatility and where possible without impacting the performance provided for the customer's product.

Comments on 2013: No specific developments took place with regards to substitution risk during 2013.

Regulatory risk

Like all companies, Umicore is exposed to the evolution of the regulatory environment in the countries or regions within which it does business. It should be noted that Umicore's businesses stand to benefit from certain regulatory trends, notably those regarding more stringent emission controls for vehicles and enforced recycling of end-of-life products such as electronic goods.

However, some environmental legislation does present operational challenges. The REACH Directive came into force in the European Union in June 2007 and it introduced the need for new operational procedures regarding the registration, evaluation and authorization of chemical substances. Umicore has created an operational network of REACH managers from all of its business units, coordinated by a corporate REACH implementation manager.

not using the Euro as their reporting currency. This risk is typically not hedged.

Metal price risk

Umicore is exposed to risks relating to the prices of the metals which it processes or recycles. The structural metals-related price risks relate mainly to the impact that metal prices have on surplus metals recovered from materials supplied for treatment. Transactional metals price risks are linked to the exposure to any fluctuations in price between the moment raw materials are purchased (i.e., when the metal is "priced in") and the moment the products are sold (i.e., when the metal is "priced out"). A risk also exists in the company's permanently tied up metal inventories. This risk is related to the market metal price moving below the carrying value of these inventories. Transactional metal price exposure is hedged systematically while the company sometimes engages in structural metal price hedges that help secure future cash flows.

Taxation

The tax charge included in the financial statements is the Group's best estimate of its tax. There is a degree of uncertainty regarding the final tax liability for the period until completion of tax audits by the authorities. The Group's policy is to submit tax returns within the statutory time limits and engage tax authorities to ensure that the Group's tax affairs are as current as possible and that any differences in the interpretation of tax legislation and regulation are resolved as quickly as possible. Given the scale and the international nature of the Group's business, VAT, sales tax and intra-Group transfer pricing are an inherent tax risk as it is for other international businesses. Changes in tax laws or in their application with respect to matters such as transfer pricing, VAT, foreign dividends, R&D tax credits and tax deductions, could increase the Group's effective tax rate and adversely affect its financial results.

Comments on 2013: No material changes took place with regards to the nature or management of the financial risks faced by Umicore during 2013.

6. BRANCHES

The company has no branches.

7. CONTINUITY

The company has no losses carried forward. Article 96.6° of the Companies Code is not applicable.

8. IMPORTANT EVENTS

There are no important events to be reported.

9. CONFLICTS OF INTERESTS

On 6 February 2013, prior to the Board discussing or taking any decision with respect the CEO's remuneration (including the grant of shares and stock options), Marc Grynberg declared that he had a direct interest of a proprietary nature in the implementation of the decisions to be taken. In accordance with Article 523 of the Companies Code, Marc Grynberg left the room and did not take part in the Board's discussions and voting concerning these decisions.