Umicore — Proxy Solicitation & Information Statement 2026

Mar 30, 2026

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PROXY

The undersigned:

Name:
First name:
Domicile:

or

Company name:
Company form:
Registered office:

Represented by:
(name/first name/capacity)

Owner / usufructuary of shares of UMICORE

hereby appoints as special proxy holder², with right of substitution:

3

whom he/she authorises:

I. to represent him/her/it at the ordinary and extraordinary general meetings to be held on Thursday 30 April 2026, at 5.00 p.m. at the registered office Broekstraat 1 rue du Marais, 1000 Brussels, for the purpose of deliberating and voting on the items of the following agenda (and any other shareholders' meetings which may subsequently be held with the same agenda, in the event that the above meetings are postponed, reconvened or suspended).

A. Ordinary shareholders' 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 2025 as part of the corporate governance statement in the annual report.

☐ YES
☐ NO
☐ ABSTAIN

Ordinary and extraordinary shareholders' meetings of 30 April 2026

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Item 3 – Approval of a revised remuneration policy

Second resolution

Proposed resolution:

Approving the revised remuneration policy, as established in accordance with article 7:89/1 of the BCCA. The supervisory board, upon recommendation of the nomination and remuneration committee, has revised the remuneration policy applicable to the members of the supervisory board and the management board (also referred to as "ELT"). The new version is available on Umicore's website.

☐ YES ☐ NO ABSTAIN

Item 4 - Approval of the statutory annual accounts for the financial year ended on 31 December 2025 including the proposed allocation of the result

Third resolution

Proposed resolution:

• Approving the statutory annual accounts for the financial year ended on 31 December 2025 showing a profit for the financial year in the amount of EUR 104,369,437.90.
• Taking into account:
  (1) the profit of the 2025 financial year: EUR 104,369,437.90
  (2) the profit carried forward from the previous financial year: EUR 457,056,045.60
  (3) the allocations to and releases from the unavailable reserve related to the movements in the own shares in 2025: EUR - 45,579,231.47
  the result to be appropriated stands at EUR 515,846,252.03
• Approving the proposed appropriation of the result including the payment of a gross dividend of EUR 0.50 per share () which will be paid on Thursday 7 May 2026.
  () 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 30 April 2026 (i.e. the date of the ordinary shareholders' meeting) and Monday 4 May 2026 at Euronext Brussels closing time (i.e. the date entitling the holder of Umicore shares to the dividend (balance) relating to the financial year 2025). The own shares are not entitled to a dividend.

☐ YES ☐ NO ABSTAIN

Item 6 - Discharge to the members of the supervisory board

Fourth 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 2025.

☐ YES ☐ NO ABSTAIN

Ordinary and extraordinary shareholders' meetings of 30 April 2026

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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 2025.

☐ YES
☐ NO
☐ ABSTAIN

Item 8 - Supervisory board composition

Sixth resolution

Proposed resolution:

Re-electing Mr Marc Grynberg as member of the supervisory board for a period of three years expiring at the end of the 2029 ordinary shareholders' meeting.

☐ YES
☐ NO
☐ ABSTAIN

Seventh resolution

Proposed resolution:

Re-electing Mr Frédéric Oudéa, but now as independent member of the supervisory board for a period of one year expiring at the end of the 2027 ordinary shareholders' meeting.

☐ YES
☐ NO
☐ ABSTAIN

Eighth resolution

Proposed resolution:

Electing Mrs Anna Bertona as new, independent member of the supervisory board for a period of three years expiring at the end of the 2029 ordinary shareholders' meeting.

☐ YES
☐ NO
☐ ABSTAIN

Ninth resolution

Proposed resolution:

Electing Mr Benjamin Loh as new, independent member of the supervisory board for a period of three years expiring at the end of the 2029 ordinary shareholders' meeting.

☐ YES
☐ NO
☐ ABSTAIN

Ordinary and extraordinary shareholders' meetings of 30 April 2026
Page 3 of 6

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Item 9 - Remuneration of the supervisory board

Tenth resolution

Proposed resolution:

Approving, upon recommendation by the nomination and remuneration committee and in accordance with the remuneration policy, the supervisory board members' remuneration proposed for the financial year 2026 consisting of:

• at the level of the supervisory board:

(1) for the chairperson:

(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 36,000,

(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 chair:

(a) a fixed fee of EUR 11,000 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 chair is foreign-based)

(2) for each other committee member:

(a) a fixed fee of EUR 6,000 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 chair: no remuneration.

(2) for each other committee member:

(a) a fixed fee of EUR 6,000 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).

Fixed fees are, as the case may be, calculated on a prorate temporis basis.

☐ YES
☐ NO
☐ ABSTAIN

Ordinary and extraordinary shareholders' meetings of 30 April 2026

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B. Extraordinary shareholders' meeting

AGENDA AND VOTING INSTRUCTIONS

Item 1 - Renewal of the authorisation to acquire own shares

First resolution

Proposed resolution:

• Authorising the Company to acquire or pledge own shares in the Company for a period of five (5) years as from the publication date in the Annexes to the Belgian Official Gazette of the resolution of the extraordinary general meeting approving the proposed authorisation, within a limit of 10% of the subscribed capital, at a price per share which may not be lower than one euro (EUR 1.00) and not be higher than one hundred fifteen percent (115%) of the closing market price on the day preceding the date of the transaction;
• Authorising the Company's direct subsidiaries to acquire shares in the Company within the same limits as indicated above.

☐ YES
☐ NO
☐ ABSTAIN

II. in general, to do all that appears necessary to execute this proxy, with a promise of ratification.

A. The proxy holder will vote or abstain on behalf of the undersigned in accordance with the voting instructions given above.

If no voting instructions are given in respect of any of the above proposed resolutions or if, for whatever reason, there is insufficient clarity with regard to the instructions given, the proxy holder will always, in relation to the resolution(s) concerned, vote IN FAVOUR OF the proposed resolution(s).

B.(i) If, in accordance with Article 533ter of the Companies Code, new items are added to the agenda of the above shareholders' meetings after the date of this proxy, the proxy holder will (please tick the corresponding box):

☐ abstain from voting on the new items and resolution proposals concerned
☐ vote on the new items and resolution proposals concerned or abstain as he/she/it will deem fit taking into consideration the interests of the shareholder.

If the shareholder fails to indicate a choice above, the proxy holder will be required to abstain from voting on the new items and resolution proposals concerned.

If, also in accordance with Article 533ter of the Companies Code, new/alternative resolution proposals are filed after the date of this proxy with regard to existing agenda items, the proxy holder will (please tick the corresponding box):

☐ abstain from voting on the new/alternative resolution proposals concerned and vote or abstain from voting on the existing resolution proposals in accordance with the instructions set out above
☐ vote on the new/alternative resolution proposals concerned or abstain as he/she/it will deem fit, in each case taking into consideration the interests of the shareholder.

Ordinary and extraordinary shareholders' meetings of 30 April 2026

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(ii) If the shareholder fails to indicate a choice above, the proxy holder will be required to abstain from voting on the new/alternative resolution proposals concerned and will be required to vote or abstain from voting on the existing resolution proposals in accordance with the instructions set out above.

However, in case new/alternative resolution proposals are filed with regard to existing agenda items, the proxy holder will in any case be entitled to deviate from the above voting instructions should their implementation be detrimental to the shareholder's interests. The proxy holder shall in any event notify the shareholder of any such deviation as well as the justification therefore.

Done at ..., on ...2026

Signature ...

IMPORTANT NOTICES:

In order to be valid, this proxy 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 24 April 2026. In the case of sending via e-mail, a scanned or photographed copy of the completed and signed proxy should be sent to the company.

The shareholder who wishes to be represented by proxy must comply with the admission formalities of prior registration and confirmation as described in the convening notice published by UMICORE.

Shareholders are invited not to give a proxy to the persons mentioned in footnote 3.

1. This proxy does not constitute a proxy solicitation as meant under articles 7:144 and 7:145 of the Code of companies and associations.
2. The proxy holder need not be a shareholder but must attend the shareholders' meetings in person to represent the shareholder.
3. In case you appoint one of the following persons as a proxy holder: (i) the company itself, an entity controlled by it, a shareholder controlling the company or any other entity controlled by such shareholder; (ii) a member of the board of directors, of the corporate bodies of the company, of a shareholder controlling the company or of any other controlling entity referred to under (i); (iii) an employee or a (statutory) auditor of the company, of the shareholder controlling the company or of any other controlling entity referred to under (i); (iv) a person who has a parental tie with a natural person referred to under (i) to (iii) or who is the spouse or the legal cohabitant of such person or of a relative of such person; special rules in relation to conflicts of interest will apply. Proxy forms returned to the company without indicating to whom they are addressed will be considered as addressed to the board of directors, thereby also creating a potential conflict of interests. More information concerning the rules governing conflicts of interests between shareholders and their proxy holders can be found in the "Shareholder rights" section of the Umicore website www.umicore.com

Ordinary and extraordinary shareholders' meetings of 30 April 2026