Umicore

Pre-Annual General Meeting Information • Mar 24, 2025

VOTE B Y CORRESPONDENCE

Ordinary and special shareholders' meeting to be held on Thursday 24 April 2025 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 18 April 2025. 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 shareholders' meeting

AGENDA AND VOTING INSTRUCTIONS

Item 2 - Approval of the remuneration report

Proposed resolution:

Approving the remuneration report for the financial year ended on 31 December 2024 as included in the annual report of the supervisory board.

YES NO ABSTAIN

Item 3 - Approval of the statutory annual accounts for the financial year ended on 31 December 2024 including the proposed allocation of the result

Second resolution

Proposed resolution:

• Approving the statutory annual accounts for the financial year ended on 31 December 2024 showing a loss for the financial year in the amount of EUR -222,804,757.54.

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.

- Taking into account: (1) the loss of the 2024 financial year:	EUR -222,804,757.54
(2) the profit carried forward from
the previous financial year: (3) the allocations to and releases from the unavailable	EUR 709,664,670.47
in 2024:	reserve related to the movements in the own shares	EUR 90,454,855.47
(4) the interim dividend paid out in August 2024:	EUR -60,120,616.75
the result to be appropriated stands at -		EUR 517,194,151.85 Approving the proposed appropriation of the result including the payment of a gross dividend
		of EUR 0,50 per share (*). Considering the gross interim dividend of EUR 0.25 per share
Wednesday 30 April 2025.		paid in August 2024, a balance gross amount of EUR 0.25 per share (*) will be paid on
		(*) 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 24 April 2025 (i.e.
	the date entitling the holder of Umicore shares to the dividend (balance) relating to the financial year ended on	the date of the ordinary shareholders' meeting) and Friday 25 April 2025 at Euronext Brussels closing time (i.e.
2024). The own shares are not entitled to a dividend.
YES	NO	ABSTAIN
Item 5 - Discharge to the members of the supervisory board
Third resolution
Proposed resolution:
Granting discharge to the members of the supervisory board for the performance of their mandate during the financial year ended on 31 December 2024.
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 mandate during the financial year ended on 31 December 2024.
YES	NO	ABSTAIN
Item 7 - Supervisory board composition
Fifth resolution
Proposed resolution: Re-electing Mrs Françoise Chombar as independent member of the supervisory board for a
period of one year expiring at the end of the 2026 ordinary shareholders' meeting.
YES	NO	ABSTAIN

Proposed resolution:

Re-electing Ms Alison Henwood as independent member of the supervisory board for a period of three years expiring at the end of the 2028 ordinary shareholders' meeting.

YES	NO	ABSTAIN
Seventh resolution
Proposed resolution: Electing Mrs Martina Merz as new, independent member of the supervisory board for a period of three years expiring at the end of the 2028 ordinary shareholders' meeting.
YES	NO	ABSTAIN
Eighth resolution
Proposed resolution: Electing Mr Michael Bredael as new member of the supervisory board for a period of three years expiring at the end of the 2028 ordinary shareholders' meeting.
YES	NO	ABSTAIN
Item 8 - Remuneration of the supervisory board
Ninth resolution
Proposed resolution:
Approving, accordance with the remuneration policy, proposed for the financial year 2025 consisting of: - at the level of the supervisory board: (1) for the chairperson:		upon recommendation by the nomination and remuneration committee and in the supervisory board members' remuneration
(a) a fixed fee of EUR 140,000, (b) by way of additional fixed remuneration, a grant of 2,000 Umicore shares, which shares must be kept until at least one year after the chairperson 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.

• (2) for each other member:
  • (a) a fixed fee of EUR 30,000,
  • (b) a fee per attended meeting of:
    • (i) EUR 3,000 for each Belgium-based member and
    • (ii) EUR 4,000 (in case of physical attendance) or EUR 3,000 (in case of attendance by means of tele- or videoconference) for each foreign-based member, and
  • (c) by way of additional fixed remuneration, a grant of 1,000 Umicore shares, 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 a) the audit committee and b) the sustainability committee:
  • (1) for the chairperson:
    • (a) a fixed fee of EUR 10,000 and
    • (b) a fee per attended meeting of 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 only if the chairperson is foreign-based)
  • (2) for each other committee member:
    • (a) a fixed fee of EUR 5,000 and
    • (b) a fee per attended meeting of EUR 3,000 (general rule) or EUR 4,000 (only in case of physical attendance and for committee meetings not combined with a supervisory board meeting, and only if the member is foreign-based).
• at the level of a) the nomination and remuneration committee and b) the investment committee:
  • (1) for the chairperson: no remuneration.
  • (2) for each other committee member:
    • (a) a fixed fee of EUR 5,000 and
      • (b) a fee per attended meeting of EUR 3,000 (general rule) or EUR 4,000 (only in case of physical attendance and for committee meetings not combined with a supervisory board meeting, and only if the member is foreign-based).

YES NO ABSTAIN

Item 9 - Confirmation assignment regarding the assurance of sustainability information (CSRD)

Tenth resolution

Proposed resolution:

Upon recommendation of the audit committee and the works' council, the appointment of EY Bedrijfsrevisoren BV / EY Réviseurs d'Entreprises SRL, with its registered office at 1831 Diegem, Kouterveldstraat 7b, is confirmed as the statutory auditor of the company for auditing the sustainability reporting (CSRD) for a period of three years, covering the financial years 2024, 2025, and 2026. The annual remuneration of the statutory auditor for the financial years 2024, 2025, and 2026 is fixed at EUR 296,674, to be adjusted annually with the cost-of-living index and for scope changes determined in mutual agreement. For information purposes, the statutory auditor is represented by Mr Marnix Van Dooren and Mrs Eef Naessens.

YES NO ABSTAIN

B. Special shareholders' 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 BCCA, clause 8.10 of the sustainability-linked note purchase agreement (US private placement) dated 18 April 2024 between Umicore (as notes issuer) and several investors (as notes purchasers), which entitles all the holders of the notes issued under the note purchase agreement to have the entire unpaid principal amount of their notes prepaid by Umicore at par (as the case may be (in the event of swapped notes), with or less the net loss respectively net gain as defined under the above agreement), including accrued interests, in the event that 1) any person or group of persons acting in concert gains control over Umicore and 2) specific rating requirements for the issued notes are not met.

YES	NO	ABSTAIN
Done at , on 2025.

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 9 April 2025 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.