Umicore — AGM Information 2017

Mar 24, 2017

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

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

Ordinary and extraordinary shareholders' meeting to be held on Tuesday 25 April 2017 at 5.00 p.m. at the registered office Broekstraat 31 rue du Marais, 1000 Brussels

Original voting form to be returned by Wednesday 19 April 2017 at the latest to UMICORE Mr B. Caeymaex Broekstraat 31 rue du Marais B-1000 Brussels (Belgium)

The undersigned (1) ,

Owner of shares of UMICORE, with registered office at Broekstraat 31 rue du Marais, B-1000 Brussels «Shares» (2) (quantity)

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

A. ORDINARY GENERAL MEETING

AGENDA AND VOTING INSTRUCTIONS

Item 2

Approval of the remuneration report

First resolution

Proposed resolution:

• Approving the remuneration report for the financial year ended on 31 December 2016.

YES	NO	ABSTAIN

Item 3

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

Second resolution

Proposed resolution:

• Approving the statutory annual accounts for the financial year ended on 31 December 2016 showing a profit for the financial year in the amount of EUR 148,536,849.29.
• Taking into account:

(1)	the profit of the 2016 financial year:	EUR	148,536,849.29
(2)	the profit carried forward from
	the previous financial year:	EUR	372,083,323.01
(3)	the allocations to and releases from the unavailable
	reserve related to the 2016 movements in the own shares:	EUR	40,296,406.50
(4)	the interim dividend paid out in August 2016:	EUR	-65,519,535.00
	the result to be appropriated stands at		EUR 495,397,043.80

• Approving the proposed appropriation of the result including the payment of a gross dividend of EUR 1.30 per share (*). Taking into account the gross interim dividend of EUR 0.60 per share paid in August 2016, a balance gross amount of EUR 0.70 per share (*) will be paid on Tuesday 2 May 2017.

(*) The actual gross dividend amount (and, subsequently, the balance amount) per share may fluctuate depending on possible changes in the number of own shares held by the company between Tuesday 25 April 2017 (i.e. the date of the ordinary shareholders' meeting) and Wednesday 26 April 2017 at Euronext Brussels closing time (i.e. the date entitling the holder of Umicore shares to the dividend (balance) relating to financial year 2016). The own shares are not entitled to a dividend.

YES	NO	ABSTAIN
Item 5
Discharge to the directors
Third resolution
Proposed resolution:
- financial year.		Granting discharge to the directors for the performance of their mandate during the 2016
YES	NO	ABSTAIN
Item 6
Discharge to the statutory auditor
Fourth resolution
Proposed resolution:
- Granting discharge to the statutory auditor for the performance of his 2016 financial year.		mandate during the
YES	NO	ABSTAIN

Item 7

Board composition and remuneration

Fifth resolution
Proposed resolution:
- Re-electing Mrs Ines Kolmsee as independent director for a period of three years expiring at the end of the 2020 ordinary shareholders' meeting.
YES	NO	ABSTAIN
Sixth resolution
Proposed resolution:
- Appointing Mrs Liat Ben-Zur	as independent the end of the 2020 ordinary shareholders' meeting.	director for a period of three years expiring at
YES	NO	ABSTAIN
Seventh resolution
Proposed resolution: - the 2020 ordinary shareholders' meeting.		Appointing Mr Gérard Lamarche as director for a period of three years expiring at the end of
YES	NO	ABSTAIN
Eighth resolution
Proposed resolution:
-	Approving the board members' remuneration proposed for the financial year 2017	consisting
of: - 5,000 for the chairman, EUR 3,500 for each foreign-based -	EUR 2,500 for each shares to each non-executive director;	at the level of the board of directors: (1) a fixed fee of EUR 40,000 for the chairman and EUR 27,000 for each non-executive director, (2) a fee per attended meeting of EUR Belgium-based non-executive director and non-executive director, and (3) by way of additional fixed remuneration, a grant of 1,000 Umicore shares to the chairman and 500 Umicore at the level of the audit committee: (1) a fixed fee of EUR 10,000 for the chairman of the
of EUR 5,000 for the chairman - at the level of the nomination and	of the committee	committee and EUR 5,000 for each other member, and (2) a fee per attended meeting and EUR 3,000 for each other member; remuneration committee: a fee per attended meeting
	of EUR 5,000 for the chairman of the committee and EUR 3,000 for each other member.
YES	NO	ABSTAIN

Item 8

Re-election of the statutory auditor and remuneration

Ninth resolution

Proposed resolution:

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

YES	NO	ABSTAIN
Tenth resolution
Proposed resolution:

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

YES NO ABSTAIN

B. EXTRAORDINARY GENERAL MEETING

AGENDA AND VOTING INSTRUCTIONS

Item 1

Renewal of the authorization to acquire own shares

Sole resolution

Proposed resolution:

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

YES	NO	ABSTAIN
	Done at , on 2017
	Signature…………………………………

Ordinary and extraordinary shareholders' meetings of 25 April 2017 Page 4 of 5

IMPORTANT NOTICES:

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

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

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

² Umicore will calculate the corresponding number of votes.

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