Umicore

AGM Information • Mar 29, 2013

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

VOTE B Y CORRESPONDENCE

Ordinary and extraordinary shareholders' meetings to be held on Tuesday 30 April 2013 at 5.00 p.m. at the registered office rue du Marais 31 Broekstraat, 1000 Brussels

Original voting form to be returned by Wednesday 24 April 2013 at the latest to: UMICORE NV/SA Mr B. Caeymaex Broekstraat 31 rue du Marais B-1000 Brussels (Belgium)

The undersigned (1),

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

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

AGENDA AND VOTING INSTRUCTIONS

A. Ordinary shareholders' meeting

Item 2

Approval of the remuneration report.

Proposed resolution:

• Approving the remuneration report for the financial year ended on 31 December 2012.

YES NO ABSTAIN

Item 3

Approval of the statutory annual accounts of the company for the financial year ended on 31 December 2012 including the proposed allocation of the result.

Second resolution

Proposed resolution:

• Approving the statutory annual accounts for the financial year ended on 31 December 2012 showing a profit for the financial year in the amount of EUR 146,722,777.46.
• Taking into account:

	(1) the profit of the 2012 financial year:		EUR 146,722,777.46
	(2) the profit carried forward from the previous financial year:		EUR 453,945,075.24
	(3) the allocations to and releases from the unavailable reserve related to the 2012 movements in the own shares: EUR		26,881,454.99
	(4) the interim dividend paid out in September 2012:		EUR -55,884,694.00
the result to be appropriated stands at EUR 571,664,613.69

• Approving the proposed appropriation of the result including the payment of a gross dividend of EUR 1.00 per share (*). Taking into account the gross interim dividend of EUR 0.50 per share paid in September 2012, a balance gross amount of EUR 0.50 per share (*) will be paid on Wednesday 8 May 2013.

(*) The actual gross dividend amount (and, subsequently, the balance amount) per share may fluctuate depending on possible changes in the number of own shares held by the company between Tuesday 30 April 2013 (i.e. the date of the ordinary shareholders' meeting) and Thursday 2 May 2013 at Euronext Brussels closing time (i.e. the date entitling the holder of Umicore shares to the dividend (balance) relating to financial year 2012). The own shares are not entitled to a dividend.

YES	NO	ABSTAIN
Item 5
Discharge to the directors.
Third resolution
Proposed resolution:
- financial year.		Granting discharge to the directors for the performance of their mandate during the 2012
YES	NO	ABSTAIN
Item 6
Discharge to the statutory auditor.
Fourth resolution
Proposed resolution:
- 2012 financial year.		Granting discharge to the statutory auditor for the performance of its mandate during the
YES	NO	ABSTAIN

Item 7

Board composition and remuneration.

Fifth resolution
Proposed resolution: - Re-electing Mrs Isabelle Bouillot as director for a period of three years expiring at the end of the 2016 ordinary shareholders' meeting;
YES	NO	ABSTAIN
Sixth resolution
Proposed resolution: - Re-electing Mr Shohei Naito as independent director for a period of one year expiring at the end of the 2014 ordinary shareholders' meeting;
YES	NO	ABSTAIN
Seventh resolution
Proposed resolution: - Electing Mr Frans van Daele as independent director for a period of three years expiring at the end of the 2016 ordinary shareholders' meeting;
YES	NO	ABSTAIN
Eighth resolution
Proposed resolution:
- Electing Mrs Barabara Kux as independent director with effective date 1 January 2014 for a period expiring at the end of the 2017 ordinary shareholders' meeting;
YES	NO	ABSTAIN
Ninth resolution
Proposed resolution:
- consisting of:	Approving the board members' remuneration proposed for the financial year 2013
- at the level of the board of directors: (1) a fixed fee of EUR 40,000 for the chairman and EUR 20,000 for each non-executive director, (2) a fee per attended meeting of EUR 5,000 for the chairman and EUR 2,500 for each non-executive director, and (3) by way of additional fixed remuneration, a grant of 300 Umicore shares to the chairman

• at the level of the audit committee: (1) a fixed fee of EUR 10,000 for the chairman of the committee and EUR 5,000 for each other member, and (2) a fee per attended meeting of EUR 5,000 for the chairman and EUR 3,000 for each other member;

and each non-executive director;

-		at the level of the nomination & remuneration committee: a fee per attended meeting of EUR 5,000 for the chairman of the committee and EUR 3,000 for each other member.
YES	NO	ABSTAIN
	B. Extraordinary shareholders' meeting
Item 1
Motion to renew the authorisation to acquire own shares.
First resolution
Proposed resolution: - Authorising the company to acquire own shares in the company on a regulated market, from 30 April 2013 until 30 June 2015 (included), within a limit of 10% of the subscribed capital, at a price per share comprised between four euros (EUR 4.00) and seventy-five euros (EUR 75.00). Authorising the company's direct subsidiaries to acquire shares in the company on a regulated market within the same limits as indicated above.
YES	NO	ABSTAIN
Done at , on 2013
	Signature…………………………………
IMPORTANT NOTICES:
formalities of prior registration and confirmation as described in the convening notice.		We remind you that this voting form will only be taken into account if it is timely returned to Umicore and provided that the shareholder has complied with the admission
items for which new resolutions have been tabled will be invalid.		In case shareholders exercise their right to add items to the agenda of a shareholders' meeting and/or to table draft resolutions, postal votes received by the company before the completed agenda has been issued will remain valid for the items covered. However, votes on agenda
participating at the voting in the shareholders' meeting with the shares concerned.		Shareholders who have voted by correspondence are furthermore excluded from
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Umicore will calculate the corresponding number of votes.

The person signing the vote by correspondence form should indicate clearly his/her surname (in capital letters), usual forename and address. If these particulars are already given on the form, the person signing should check and, if necessary, correct them. 2