Umicore

AGM Information • Mar 26, 2021

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

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

Ordinary and special shareholders' meeting to be held on Thursday 29 April 2021 at 5.00 p.m.

In order to be valid, this voting form must be sent via regular postal mail or via e-mail to and lodged with UMICORE (attn. Mr B. Caeymaex, Umicore, Broekstraat 31 rue du Marais, 1000 Brussels, legalcorp@umicore.com) at the latest by Friday 23 April 2021. In the case of sending via e-mail, a scanned or photographed copy of the completed and signed voting form should be sent to the company.

The undersigned¹ ,

Owner / usufructuary of shares of UMICORE

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 2020 as included in the annual report of the supervisory board.

YES	NO	ABSTAIN
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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.

Item 3

Approval of the statutory annual accounts of the company for the financial year ended on 31 December 2020 including the proposed allocation of the result

Second resolution

Proposed resolution:

• Approving the statutory annual accounts for the financial year ended on 31 December 2020 showing a profit for the financial year in the amount of EUR 86,475,546.59.
• Taking into account:

(1)	the profit of the 2020 financial year:	EUR	86,475,546.59
(2)	the profit carried forward from
	the previous financial year:	EUR	471,861,690.64
(3)	the allocations to and releases from the unavailable
	reserve related to the movements in the own shares
	in 2020:	EUR	-24,219,750.71
(4)	the interim dividend paid out in August 2020:	EUR	-60,146,047.50
	the result to be appropriated stands at	EUR	473,971,439.02

• Approving the proposed appropriation of the result including the payment of a gross dividend of EUR 0.75 per share (*). Considering the gross interim dividend of EUR 0.25 per new share paid in August 2020, a balance gross amount of EUR 0.50 per share (*) will be paid on Wednesday 5 May 2021.

(*) The actual gross dividend amount (and, subsequently, the balance amount) per share may fluctuate depending on possible changes in the number of own shares held by the company between Thursday 29 April 2021 (i.e. the date of the ordinary shareholders' meeting) and Friday 30 April 2021 at Euronext Brussels closing time (i.e. the date entitling the holder of Umicore shares to the dividend (balance) relating to the financial year ended on 2020). The own shares are not entitled to a dividend.

YES NO	ABSTAIN
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Item 4

Approval of the grant of an identical profit premium to Umicore employees in Belgium

Third resolution

Proposed resolution:

• Approving, pursuant to article 11/6 of the law of 22 May 2001 on employee participation in the capital of companies and the creation of a profit premium for employees, as amended by the Law of 25 December 2017, the grant of an identical profit premium ("identieke winstpremie" / "prime bénéficiaire identique") of EUR 500 gross to all employees (including interim workers ("uitzendkrachten" / "travailleurs intérimaires")) employed in Belgium by Umicore and its Belgian subsidiaries ("Umicore Belgium") for at least 3 months as at 31 December 2020.

The profit premium will be granted pro rata temporis in accordance with the actual work performance during the financial year 2020. For part-time work performance, as well as for employees who joined Umicore Belgium during the past financial year and in the event of voluntary or involuntary suspension of the employment contract during the past financial year, no proratisation will be applied.

The following employees of Umicore Belgium will not receive a profit premium: (i) the employees whose employment contract was suspended during the whole financial year 2020 due to incapacity for work and who during the same financial year were not entitled to the legally guaranteed wage, (ii) the employees whose employment contract was suspended

during the entire 2020 financial year due to time credit, (iii) the employees whose employment contract was terminated during the 2020 financial year due to dismissal for serious cause on the part of the employee, and (iv) the employees whose employment contract was terminated during the 2020 financial year due to resignation by the employee him/herself, unless the employee resigned to take up his or her statutory pension or early retirement.
YES	NO	ABSTAIN
Item 6 Discharge to the members of the supervisory board
Fourth resolution
Proposed resolution: - mandate during the financial year ended on 31 December 2020.		Granting discharge to the members of the supervisory board for the performance of their
YES	NO	ABSTAIN
Item 7 Discharge to the statutory auditor
Fifth resolution
Proposed resolution: Granting discharge to the statutory auditor for the performance of his mandate during the - financial year ended on 31 December 2020.
YES	NO	ABSTAIN
Item 8 Supervisory board composition
Sixth resolution
Proposed resolution:
- Re-electing Mr Thomas Leysen as member of the supervisory board for a period of three years expiring at the end of the 2024 ordinary shareholders' meeting.
YES	NO	ABSTAIN
Seventh resolution
Proposed resolution: - Re-electing Mr Koenraad Debackere period of three years expiring at the end of the 2024	as independent	member of the supervisory board for a ordinary shareholders' meeting.
YES	NO	ABSTAIN

Eighth resolution
Proposed resolution: - of three years expiring at the end of the 2024	Re-electing Mr Mark Garrett as independent member of the supervisory board ordinary shareholders' meeting.	for a period
YES	NO	ABSTAIN
Ninth resolution
Proposed resolution: Re-electing Mr Eric Meurice as independent member of the supervisory board for a period of - three years expiring at the end of the 2024 ordinary shareholders' meeting.
YES	NO	ABSTAIN
Tenth resolution
Proposed resolution: Electing Mrs Birgit Behrendt as new, independent member of the supervisory board for a - period of three years expiring at the end of the 2024 ordinary shareholders meeting.
YES	NO	ABSTAIN
Item 9 Supervisory board remuneration

Eleventh resolution

Proposed resolution:

• Approving the supervisory board members' remuneration proposed for the financial year 2021 consisting of:
• at the level of the supervisory board: (1) a fixed fee of EUR 60,000 for the chairperson and EUR 27,000 for each other member, (2) a fee per attended meeting of (a) EUR 5,000 for the chairperson, (b) EUR 2,500 for each other Belgium-based member and (c) EUR 3,500 (in case of physical attendance) or EUR 2,500 (in case of attendance by means of tele- or videoconference) for each foreign-based member, and (3) by way of additional fixed remuneration, a grant of 2,000 Umicore shares to the chairperson and 1,000 Umicore shares to each other member, which shares must be kept until at least one year after the member concerned leaves the supervisory board and at least three years after the moment of award pursuant to article 7.6 of the 2020 Belgian Code on corporate governance;
• at the level of the audit committee: (1) a fixed fee of EUR 10,000 for the chairperson of the committee and EUR 5,000 for each other member, and (2) a fee per attended meeting of (a) EUR 5,000 (general rule) or EUR 6,000 (only in case of physical attendance and for committee meetings not combined with a supervisory board meeting, and in any event only if the chairperson is foreign-based) for the chairperson, and (b) EUR 3,000 for each other member (general rule) or EUR 4,000 (only in case of physical attendance and for

	audit committee meetings not combined with a supervisory board meeting) for each other
foreign-based member;

• at the level of the nomination and remuneration committee: a fee per attended meeting of (1) EUR 5,000 for the chairperson of the committee, and (2) EUR 3,000 for each other member (general rule) or EUR 4,000 (only in case of physical attendance and for committee meetings not combined with a supervisory board meeting) for each other foreign-based member.

YES NO ABSTAIN

Item 10 Election of a new statutory auditor and remuneration

Twelfth resolution

Proposed resolution:

• On motion by the supervisory board, acting upon recommendation of the audit committee and upon nomination by the works' council, the shareholders' meeting resolves to appoint a new statutory auditor, EY Bedrijfsrevisoren BV / EY Réviseurs d'Entreprises SRL, with registered office at 1831 Diegem, De Kleetlaan 2, for a duration of three years, up to and including the ordinary shareholders' meeting of 2024. The statutory auditor shall be entrusted with the audit of the statutory and the consolidated annual accounts. For the information of the shareholders' meeting, it is specified that EY Bedrijfsrevisoren BV / EY Réviseurs d'Entreprises SRL has appointed Marnix Van Dooren & C° BV/SRL, represented by Mr Marnix Van Dooren, and Eef Naessens BV/SRL, represented by Mrs Eef Naessens, as its permanent representatives.

YES	NO	ABSTAIN

Thirteenth resolution

Proposed resolution:

• The shareholders' meeting resolves to fix the annual remuneration of the statutory auditor for the financial years 2021 through 2023 at EUR 490,000. This amount will be annually adjusted based on the evolution of the consumer price index (health index).

YES NO ABSTAIN

B. SPECIAL GENERAL MEETING

AGENDA AND VOTING INSTRUCTIONS

Item 1

Approval of change of control provisions

First resolution

Proposed resolution:

• Approving, in accordance with article 7:151 of the Code of companies and associations, article 4.3.A(3) of the finance contract dated 10 June 2020 between Umicore (as borrower) and the European Investment Bank (as lender), which entitles the latter to cancel the undisbursed portion of the credit and demand prepayment of the loan outstanding, together with accrued interest and all other amounts accrued and outstanding under the finance contract, in the event that a change-of-control event occurs or is likely to occur in respect of Umicore.

YES	NO	ABSTAIN

Second resolution

Proposed resolution:

• Approving, in accordance with article 7:151 of the Code of companies and associations, clause 7.2 of the revolving facility agreement dated 11 June 2020 between Umicore (as borrower) and J.P. Morgan AG (as lender), which exempts the lender from further funding (except for a rollover loan) and also, under certain conditions, entitles it to cancel the revolving facility and to declare all outstanding loans, together with accrued interest and all other amounts accrued, under the revolving credit facility immediately due and payable, in the event that any person or group of persons acting in concert gains control over Umicore.

YES	NO	ABSTAIN

Third resolution

Proposed resolution:

• Approving, in accordance with article 7:151 of the Code of companies and associations, all clauses in the terms and conditions (the "Conditions") of the convertible bonds, issued by the company on 15 June 2020, maturing on 23 June 2025 (ISIN BE6322623669), which come into effect at the moment a change of control over Umicore occurs, including, but not limited to, Conditions 5(b)(x) and 6(d) and which provide that, if a change of control over the company occurs, the conversion price of the convertible bonds will be adjusted in proportion to the already elapsed time since the closing date (i.e. 23 June 2020) and the bondholders may request the early redemption of their convertible bonds at their principal amount, together with the accrued and unpaid interests.

Done at , on 2021.
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Signature…………………………………

IMPORTANT NOTICES:

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

In the event that shareholders, in accordance with Article 7:130 of the Companies and Associations Code, exercise their right to request the inclusion of items on the agenda and/or to submit resolution proposals regarding existing agenda items or items to be included on the agenda, votes by correspondence notified prior to the publication of the amended agenda will remain valid for the agenda items they cover. UMICORE will also make the amended agenda and an amended vote by correspondence form available on its website (www.umicore.com) by 14 April 2021 at the latest, in order to allow shareholders who wish to do so to vote on the new agenda items and/or new/alternative resolution proposals.

In the event that new/alternative resolution proposals are submitted concerning existing agenda items after the notified votes by correspondence, shareholders will have the possibility to send a new vote by correspondence to UMICORE, by means of the amended vote by correspondence form mentioned in the previous paragraph.