Governance statements

During the financial year 2021, Umicore (also the “Company”) was subject to the Belgian Code on Corporate Governance 2020 (the “CG Code 2020”).

The English, Dutch and French versions of the CG Code 2020 can be found on the website of theBelgian Corporate Governance Committee.

The governance structure of the Company and the policies and procedures of the Umicore group are described in detail the corporate governance charter of Umicore (the “CG Charter”), which was last amended on 9 December 2020. The CG Charter is available on the Umicore website or may be obtained on request from Umicore’s Group Communications Department.

Umicore has articulated its mission, values and basic organizational philosophy in a document called The Umicore Way. This document spells out how Umicore views its relationship with its customers, shareholders, employees and society. It is supplemented by detailed company codes and policies, the most significant of which is the Code of Conduct (see G9).

In terms of organizational philosophy, Umicore believes in decentralization and in entrusting a large degree of autonomy to each of its business units. The business units in turn are accountable for their contribution to the group’s value creation and for their adherence to group strategies, policies, standards and sustainable development approach.

In this context, Umicore is convinced that a sound corporate governance structure constitutes a necessary condition to ensure its long-term success. This implies an effective decision-making process based on a clear allocation of responsibilities. Such approach must ensure an optimal balance between a culture of entrepreneurship at the level of the business units and effective steering and oversight processes. The CG Charter deals in more detail with the responsibilities of the shareholders, the supervisory board, the CEO, the management board and the specific role of the audit committee and of the nomination & remuneration committee. The present statements provide information on governance issues which relate primarily to the financial year 2021.

The management board (“directieraad”/“conseil de direction”) is entrusted with all matters not specifically reserved to the supervisory board (“raad van toezicht”/“conseil de surveillance”) or the shareholders’ meeting by the Belgian Code of companies and associations (the “BCCA”) or Umicore’s articles of association.

The supervisory board is responsible for the general policy and the strategy of Umicore, as well as for all actions that the BCCA reserves specifically for the board of directors in a one-tier system. It appoints and dismisses the CEO and the other members of the management board and it also supervises the management board. The supervisory board is assisted in its role by an audit committee and a nomination & remuneration committee.

The day-to-day management of Umicore has been delegated to the CEO, who also chairs the management board. The management board, under the leadership of the CEO, is responsible for proposing the overall strategy of Umicore to the supervisory board and for Umicore’s operational management. It also approves the strategies of the individual business units and monitors their implementation. The management board is furthermore responsible for screening the various risks and opportunities that Umicore may encounter in the short, medium or longer term (see Risk Management section) and for ensuring that adequate systems are in place to address these. The management board is responsible for defining and applying Umicore’s approach to sustainable development.

Umicore is organized in business groups which in turn comprise business units that share common characteristics in terms of products, technologies and end-user markets. In order to provide a group-wide support structure, Umicore has regional management platforms in China, North America, Japan and South America. Its corporate headquarters are based in Belgium (Brussels). This centre provides a number of corporate and support functions in the areas of legal, finance, human resources, tax, internal audit, public and investor relations.

On 31 December 2021 there were 246,400,000 Umicore shares in issue.

The following shareholders have declared a participation of 3% or more (the below mentioned participations are those as mentioned in the transparency declarations of the resp. shareholders):

Also on 31 December 2021, Umicore owned 5,200,995 of its own shares representing 2.11% of its capital. Information concerning the shareholders’ authorization for Umicore to purchase and/or sell its own shares and the status of such buy-backs and divestments can be consulted in the CG Charter and on Umicore’s website.

During the year, 1,692,190 own shares were used in the context of the exercise of employee stock options and 110,500 shares were used for share grants, of which 10,000 to the members of the supervisory board, 52,000 to the management board members and 48,500 to senior management members.

In 2021, Umicore paid a gross dividend of € 0.75 per share relating to the financial year 2020. This was an increase by € 0.375 compared to the gross dividend paid in 2020 in respect of the financial year 2019.

In July 2021, the supervisory board decided to pay a gross interim dividend of € 0.25 per share, which was paid on 24 August 2021.

The (annual and special) shareholders’ meetings were held digitally, with the possibility of postal and proxy voting, on 29 April 2021, due to the continuing Covid-19 pandemic.

On the occasion of the annual shareholders’ meeting, the shareholders approved the resolutions regarding the annual accounts, the appropriation of the results and the discharges to the directors and to the statutory auditor regarding their respective 2020 mandates. The annual shareholders’ meeting also approved the grant of an identical profit premium in favour of the Umicore employees in Belgium. At the same meeting, the shareholders appointed Birgit Behrendt as new independent member of the supervisory board for a period of 3 years. Furthermore, the mandates of Thomas Leysen as member of the supervisory board and of Koenraad Debackere, Mark Garrett and Eric Meurice as independent members of the supervisory board, were renewed, also for 3 years. The annual shareholders’ meeting also approved the remuneration report as well as the remuneration of the supervisory board for 2021. Details of the fees paid to the members of the supervisory board in 2021 are disclosed in the remuneration report. Finally, the annual shareholders’ meeting appointed EY Bedrijfsrevisoren BV / EY Réviseurs d’Entreprises SRL, represented by Marnix Van Dooren & C° BV/SRL, represented by Marnix Van Dooren, and Eef Naessens BV/SRL, represented by Eef Naessens, as new statutory auditor for 3 years.

The special shareholders’ meeting approved various change of control clauses in accordance with article 7:151 of the BCCA.

The supervisory board, whose members are appointed by the shareholders’ meeting resolving by a simple majority of votes without any attendance requirement, is composed of at least 6 members. The members’ term of office may not exceed 4 years. In practice, supervisory board members are elected for a (renewable) period of 3 years. A member of the supervisory board cannot at the same time be member of the management board.

Members of the supervisory board can be dismissed at any time following a resolution of a shareholders’ meeting, deciding by a simple majority of the votes cast. There are no attendance requirements for the dismissal of supervisory board members. The BCCA provides for the possibility for the supervisory board to appoint members of the supervisory board in the event of a vacancy. The next general meeting must decide on the definitive appointment of the above member of the supervisory board. The new member completes the term of office of his or her predecessor.

On 31 December 2021, the supervisory board was composed of 9 members. On the same date, 6 supervisory board members were independent in accordance with the criteria laid down in article 3.5 of the CG Code 2020.

In terms of gender and cultural diversity, the supervisory board counted 3 women and 6 different nationalities among its 9 members on 31 December 2021. Diversity also arises from the supervisory board members’ educational backgrounds which include engineering, law, economics, finance and applied languages. The supervisory board’s cumulative industry experience is broad, covering automotive, electronics, chemicals, metals, energy, finance and scientific/educational sectors. It also includes people experienced in the public and private sector and members with experience in the different regions in which Umicore is active. Collectively, the supervisory board possesses strong experience of managing industrial operations and counts 7 active or former CEOs in its ranks. The supervisory board also has collective experience in disciplines that are specifically relevant to Umicore’s non-financial goals such as health and safety, talent attraction and retention and supply chain sustainability.

The composition of the supervisory board underwent the following changes in 2021:

• Birgit Behrendt was appointed independent member of the supervisory board for a period of three years at the annual shareholders’ meeting held on 29 April 2021,

• Liat Ben-Zur resigned as independent member of the supervisory board with effective date 29 April 2021.

Furthermore, the mandates of Thomas Leysen as member of the supervisory board, and those of Koenraad Debackere, Mark Garrett and Eric Meurice as independent supervisory board members were renewed for three years on 29 April 2021.

The supervisory board held ten regular meetings in 2021. Eight of these meetings were held by means of a videoconference due to the covid-19 pandemic. On one occasion, the supervisory board also took decisions by unanimous written consent.

The matters reviewed by the supervisory board in 2021 included the following:

• financial performance of the Umicore group,

• approval of the annual and half-year financial statements,

• adoption of the statutory and consolidated annual accounts and approval of the statutory and consolidated annual reports (including the remuneration report),

• approval of the agenda of an ordinary and a special shareholders’ meeting and calling of these meetings,

• Environmental, social and sustainability governance (ESG) related topics, including but not limited to climate action, risk and resilience, diversity, transparency and disclosures and more

• safety,

• investment and divestment projects,

• audit committee reports,

• funding,

• strategic opportunities and operational challenges,

• business and technology reviews and market updates,

• mergers & acquisitions projects and updates,

• annual performance review of the CEO and the other members of the management board,

• succession planning at the level of the supervisory board and the management board;

• interim dividend distribution.

The supervisory board also visited the sites in Hoboken and Olen (Belgium).

The supervisory board undertakes at least every three years an evaluation of its own performance and its interaction with the CEO and the management board, as well as its size, composition, functioning and that of the board committees.

The last performance review took place in 2020 and included a preliminary feedback round and an in-depth discussion during a supervisory board meeting held in July 2020.

The audit committee’s composition and the qualifications of its members are fully in line with the requirements of article 7:99 of the BCCA and of the CG Code 2020.

The audit committee is composed of three members of the supervisory board, two of them being independent. It is chaired by Ines Kolmsee.

The composition of the audit committee remained unchanged in 2021.

All the members of the audit committee have extensive experience in accounting and audit matters as demonstrated by their curriculum.

The committee met five times in 2021, including four videoconference calls. Apart from the review of the 2020 full year and the 2021 half year accounts, the audit committee reviewed reports and discussed matters related to internal audit, financial reporting, internal controls, group auditor succession and other audit-related matters. The 2022 internal audit plan was validated. The committee met with the group’s auditor and reviewed and approved provided non-audit services. Members of the audit committee also discussed ad hoc matters with senior management.

The composition of the nomination and remuneration committee’s composition is fully in line with the requirements of article 7:100 of the BCCA and of the CG Code 2020.

On 31 December 2021, the nomination & remuneration committee was composed of five members, all members of the supervisory board, three of them being independent. The committee is chaired by the chairman of the supervisory board.

The composition of the nomination & remuneration committee remained unchanged in 2021.

Nine nomination & remuneration committee meetings were held in 2021, including eight videoconference calls. During the same period the committee discussed the remuneration policy for the supervisory board members, the supervisory board committee members and management board members, and the rules of the stock grant and option plans offered in 2021. The committee also discussed the succession planning at the level of the supervisory board and the management board.

The management board is composed of at least four members. It is chaired by the CEO. All members of the management board, including the CEO, are appointed by the supervisory board upon recommendation of the nomination & remuneration committee.

The composition of the management board underwent the following changes in 2021:

• Bart Sap was appointed EVP Catalysis and member of the management board with effective date 1 March 2021,

• Stephan Csoma, former EVP Recycling, resigned as member of the management board effective 1 April 2021,

• An Steegen, former Chief Technology Officer, resigned as member of the management board effective 1 October 2021,

• Mathias Miedreich was appointed CEO and chairman of the management board effective 1 October 2021,

• Marc Grynberg, former CEO, terminated his mandate in mutual agreement effective on 1 November 2021,

• Frank Daufenbach was appointed Chief Strategy Officer with effective date 6 December 2021.

Also in 2021, a number of responsibility reallocations took place within the management board, with Denis Goffaux (formerly EVP Energy & Surface Technologies) being appointed EVP Recycling effective 1 April 2021 and Ralph Kiessling (formerly EVP Catalysis) being appointed EVP Energy & Surface Technologies effective 1 March 2021.

On 31 December 2021 the management board was composed of 7 members, including the CEO.

The management board regularly reviews and assesses its own performance. The valuation is also discussed at the nomination and remuneration committee and presented to the supervisory board.

The last performance reviews of the CEO and the other members of the management board took place on 10 February 2021.

Umicore’s articles of association do not impose any restriction on the transfer of shares or other securities.

The Company is furthermore not aware of any restrictions imposed by law except in the context of the market abuse legislation and of the lock-up requirements imposed on some share grants by the BCCA.

The options on Umicore shares as granted to the CEO, to the members of the management board and to designated Umicore employees in execution of various Umicore incentive programs may not be transferred inter vivos.

There are no such holders.

Umicore’s articles of association do not contain any restriction on the exercise of voting rights by shareholders, providing the shareholders concerned are admitted to the shareholders’ meeting and their rights are not suspended. The admission rules to shareholders’ meetings are articulated in article 20 of the articles of association. Pursuant to article 7 of the articles of association, if a share is the subject of concurrent rights, the rights attached to these shares are suspended until one person is designated as owner vis-à-vis the Company.

To the supervisory board’s best knowledge, none of the voting rights attached to the shares issued by the Company were suspended by law on 31 December 2021, save for the 5,200,995 shares held by the Company itself on that date (article 7:217 §1 of the BCCA).

Umicore has not issued any such employee stock plans.

To the supervisory board’s best knowledge, there are no shareholders’ agreements which may result in restrictions on the transfer of securities and/or the exercise of voting rights.

Save for capital increases decided by the supervisory board within the limits of the authorized capital, only an extraordinary shareholders’ meeting is authorized to amend Umicore’s articles of association. A shareholders’ meeting may only deliberate on amendments to the articles of association – including capital increases or reductions, mergers, de-mergers and a winding-up – if at least 50% of the subscribed capital is represented. If the above attendance quorum is not reached, a new extraordinary shareholders’ meeting must be convened, which will deliberate regardless of the portion of the capital represented. As a general rule, amendments to the articles of association are only adopted if approved by 75% of the votes cast. The BCCA provides for more stringent majority requirements in specific instances, such as the modification of the corporate object or the company form.

The Company’s articles of association were not amended in 2021.

The Company’s capital may be increased following a decision of the supervisory board within the limits of the so-called “authorized capital”. The authorization must be granted by an extraordinary shareholders’ meeting; it is limited in time and amount and is subject to specific justification and purpose requirements.

The extraordinary shareholders’ meeting held on 26 April 2018 (resolutions published on 29 May 2018) renewed the authorization granted to the supervisory board¹ to increase the Company’s share capital. The supervisory board is authorized to increase the capital in one or more times by a maximum amount of € 55,000,000. The authorization will lapse on 28 May 2023 but it can be renewed.

Up until 31 December 2021, the supervisory board has once made use of its powers under the above authorized capital, i.e. when it resolved on 15 June 2020 to issue senior unsecured convertible bonds due 2025 for an aggregate principal amount of € 500,000,000. These convertible bonds carry a zero-coupon and their initial conversion price amounts to € 55.32 per share. In connection with the issuance of these convertible bonds, the supervisory board resolved to disapply the preference subscription right of existing shareholders in accordance with articles 7:191 juncto 7:198 of the BCCA. The terms of the convertible bonds provide that the bonds can be converted into new shares and/or existing shares; in case of new shares, they will be issued in the framework of the authorized capital. The above terms also provide for specific cases of early redemption at the option of the Company and/or the bondholders.

The exact amount to be allocated on the above authorized capital limit of € 55,000,000 will be determined, as the case may be, upon (full or partial) conversion of the convertible bonds into new shares.

Following a resolution of the extraordinary shareholders’ meeting held on 26 April 2018, the Company is authorized to acquire own shares on a regulated market within a limit of 10% of the subscribed capital, at a price per share comprised between € 4 and € 100 and until 31 May 2022 (included). The same authorization was also granted to the Company’s direct subsidiaries. The Company acquired 1,270,000 own shares in 2021 in implementation of the above authorization.

For a closed group of employees an individual agreement has been put in place, applicable in the event of a dismissal within 12 months after a change of control over the Company. As far as the members of the management board are concerned, reference is made to the remuneration report and policy.

During 2021, no conflicts of interests or decisions/transactions as defined under articles 7:115 through 7:117 BCA were discerned at the level of the supervisory board or the management board.

Pursuant to the European Regulation 537/2014 of 16 April 2014 on specific requirements regarding statutory audit, as supplemented by the opinion of the Belgian public oversight body, PwC Bedrijfsrevisoren BV / PwC Reviseurs d'Entreprises SRL was no longer allowed to continue its statutory auditor mandate for Umicore beyond the audit of the fiscal year ending 31 December 2020, and it submitted its resignation for serious personal reasons with effective date 29 April 2021. As a consequence, the statutory audit mandate of PwC Bedrijfsrevisoren BV / PwC Reviseurs d'Entreprises SRL was terminated prematurely.

In light of the above, the annual shareholders’ meeting held on 29 April 2021 appointed EY Bedrijfsrevisoren BV / EY Réviseurs d’Entreprises SRL, as new statutory auditor for a renewable period of 3 years. The statutory auditor is represented by Marnix Van Dooren & C° BV/SRL, itself represented by Marnix Van Dooren, and Eef Naessens BV/SRL, itself represented by Eef Naessens for the exercise of this mandate.

The Umicore policy detailing the independence criteria for the statutory auditor may be requested from Umicore.

Umicore operates a Code of Conduct for all its employees, representatives and supervisory or management board members. This Code of Conduct is fundamental to the task of creating and maintaining a relation of trust and professionalism with its main stakeholders namely its employees, commercial partners, shareholders, government authorities and the public.

The main purpose of Umicore’s Code of Conduct is to ensure that all persons acting on behalf of Umicore carry out their activities in an ethical way and in accordance with the laws and regulations and with the standards Umicore sets through its present and future policies, guidelines and rules. The Code of Conduct contains a specific section on complaints and expressions of concern by employees and “whistle-blower” protection.

The Code of Conduct is published in Appendix 6 to the CG Charter.

Umicore’s policy related to market abuse including insider trading is spelled out in the Umicore Dealing Code, which can be found under Appendix 7 to the CG Charter.

During the financial year 2021, the Company has complied with all the provisions of the CG Code 2020, except those provisions which are deviated from, for the reasons explained hereunder in this corporate governance statement.

The sole provision of the CG Code deviated from in 2021, relates to the grant of stock options to the former CEO. As explained in the remuneration policy, which was approved by the shareholders’ meeting held on 30 April 2020, the stock options granted to the former CEO vest immediately upon grant, as contractually agreed. This deviates from provision 7.11 of the CG Code 2020. However, even if they vest immediately, the options can only be exercised after three years, which is in line with the above provision 7.11.

The remuneration policy (the “Policy”), which outlines the remuneration principles for the members of Umicore’s supervisory board and management board and is effective since 1 January 2020, was approved at Umicore’s annual shareholders’ meeting on 30 April 2020 with 82.07% of the votes cast (disregarding the abstention votes, as provided under Belgian company law). It is available here.

On 26 November 2021 the nomination and remuneration committee presented a revised remuneration policy (the “Proposed Policy”), which was approved by the supervisory board on 9 December 2021. The Proposed Policy will be submitted to the annual shareholders’ meeting on 28 April 2022. If approved, it will apply as of 1 January 2022.

The Proposed Policy provides objectives and remuneration with an increased focus on sustainable, profitable growth, combining financial and sustainability performance in full alignment with the Let’s Go for Zero ESG strategy. The review also responds to feedback received from shareholders and institutional investors and contributes to Umicore’s efforts to increase disclosure.

For details on the main changes, see ‘Remuneration policy as of 2022’ at the end of the remuneration report (G.13).

REMUNERATION FOR THE MEMBERS OF THE SUPERVISORY BOARD

The remuneration of the members of the supervisory board is in accordance with the Policy and unchanged versus the previous year.

Supervisory board

• Chairman: annual fixed fee: € 60,000 + € 5,000 per meeting attended + 2,000 Umicore shares + company car

• Member: annual fixed fee: € 27,000 + € 2,500 per meeting attended + € 1,000 per meeting attended in person (for foreign-based members) + 1,000 Umicore shares

Audit committee

• Chairman: annual fixed fee: € 10,000 + € 5,000 per meeting attended

• Member: annual fixed fee: € 5,000 + € 3,000 per meeting attended + € 1,000 per meeting attended in person (for foreign-based members)

Nomination and remuneration committee

• Chairman: € 5,000 per meeting attended

• Member: € 3,000 per meeting attended + € 1,000 per meeting attended in person (for foreign-based members)

2021 Remuneration overview members of the supervisory board

All components of the remuneration of the members of the supervisory board for the reported year are detailed in table 13.1.

13.1 Remuneration overview members of the supervisory board

1. ¹ The share grant relates to the services rendered in the reported year. The shares were granted on 14 May 2021 and were valued at the fair market value of the share at € 49.72, equivalent to the lowest of the closing share price on the day before the delivery date and the average closing price of the last 30 calendar days before delivery date.

REMUNERATION FOR THE CEO AND THE OTHER MEMBERS OF THE MANAGEMENT BOARD

The remuneration of Marc Grynberg and the other members of the management board was reviewed by the supervisory board on 10 February 2021, on the basis of recommendations from the nomination and remuneration committee following a comparison survey with BEL20 and European peer companies. The remuneration for Marc Grynberg and other members of the management board included in 2021 the following components: fixed remuneration, variable compensation, share-based compensation, pension plans and other benefits.

Remuneration former CEO (Marc Grynberg)

On proposal of the nomination and remuneration committee, the supervisory board of 10 February 2021 decided to maintain the annual fixed remuneration of Marc Grynberg at € 720,000 and the annual variable cash remuneration potential at € 700,000.

80,000 stock options were granted for 2021 as part of the annual Umicore Incentive Stock Option Plan. In addition, the supervisory board of 15 February 2022 decided to grant 8,334 Umicore shares for services rendered in the reported year. These shares are subject to a 3 year lock-up and are not subject to forfeiture conditions. Umicore and Marc Grynberg decided in mutual agreement to terminate the CEO contract with effect on 1 November 2021. In recognition of Marc Grynberg’s long service within Umicore and within the mandate of CEO, the supervisory board decided, on proposal of the nomination and remuneration committee, to pay to Marc Grynberg an amount of €1,800,000 gross.

All components of the remuneration earned by Marc Grynberg for the reported year are detailed in table 13.2.

Remuneration CEO (Mathias Miedreich)

On proposal of the nomination and remuneration committee, the supervisory board of 25 May 2021 decided to appoint Mathias Miedreich as CEO. Mathias Miedreich started the CEO mandate as of 1 October 2021.

The annual fixed remuneration of Mathias Miedreich has been set at € 1,000,000. The undeferred and deferred variable compensation plans for the year of performance 2021 were not applicable to Mathias Miedreich. Mathias Miedreich will participate in the short- and long-term variable compensation programs as of the year of reference 2022. The total variable remuneration target has been set at € 1,200,000.

A gross sign-on fee of € 1,000,000 has been paid in 2021 to cover the loss of unvested variable remuneration and equity awards Mathias Miedreich faced when changing companies.

Mathias Miedreich has been enrolled in the defined contribution plan, as in place for the other members of the management board joining as of 1 July 2018. He is in addition entitled to death-in-service and disability benefits and the usual benefits such as a company car, medical insurance and representation allowance. The company also pays for the tuition fees (secondary school) in Belgium.

The supervisory board of 15 February 2022 decided to grant 500 Umicore shares for services rendered in the reported year. These shares are subject to a 3 year lock-up and are not subject to forfeiture conditions.

All components of the remuneration earned by Mathias Miedreich for the reported year are detailed in table 13.2.

Remuneration other members of the management board

On proposal of the nomination and remuneration committee, the supervisory board of 10 February 2021 decided to maintain the fixed remuneration of each other member of the management board at € 440,000. The annual variable cash remuneration potential increased from € 380,000 to € 400,000. 30,000 stock options per person were offered in 2021 (pro-rated for Bart Sap and Stephan Csoma) as part of the annual Umicore Incentive Stock Option Plan. Denis Goffaux received 10,000 additional stock options following his foreign assignment in South Korea.

On proposal of the nomination and remuneration committee, the supervisory board of 20 September 2021 decided to appoint Frank Daufenbach as member of the management board, starting as of 6 December 2021. The annual fixed remuneration of Frank Daufenbach has been set at € 440,000. The undeferred and deferred variable compensation plans for the year of performance 2021 were not applicable to Frank Daufenbach. Frank Daufenbach will participate in the short- and long-term variable compensation programs as of the year of reference 2022.

The supervisory board of 15 February 2022 decided to grant 7,000 Umicore shares per person for services rendered in the reported year (pro-rated for Stephan Csoma and Bart Sap, and An Steegen). Frank Daufenbach received 143 Umicore shares. These shares are subject to a 3 year lock-up and are not subject to forfeiture conditions.

All components of the remuneration earned by the other members of the management board for the reported year are detailedin table 13.2.

13.2 Remuneration overview members of the management board

1. ¹ The fixed compensation includes the fixed remunerations from Umicore entities.
2. ² The undeferred variable has been determined in accordance with the Policy and relates to the reported year 2021. The pay-out was done in 2022 in cash, except for M. Grynberg, D. Goffaux and B. Sap and G. Nolens (for 50%), who received the variable in the form of shares.
3. ³ The deferred variable relates to the reference year 2019 and takes into account, over the years 2019-2020-2021, an average ROCE of 15.6%, resulting in a pay-out of 81% of the 2019 deferred target, and a compounded average EBIT growth% of 23.7%, resulting in a pay-out of 47% of the 2019 deferred target . The pay-out was done in 2022 in cash, except for M. Grynberg, D. Goffaux and B. Sap and G. Nolens (for 50%), who received the variable in the form of shares.
4. ⁴ The share grant relates to the services rendered in the reported year 2021 in the mandate of member of the management board. The shares were granted on 16 February 2022 and were valued at the fair market value of the share at € 33.22, equivalent to the lowest of the closing share price on the day before the delivery date and the average closing price of the last 30 calendar days before delivery date. For German and Korean tax purposes, the shares were valued at respectively € 33.54 (lowest market quotation of the shares on the delivery date), € 35.50 (the closing share price on the delivery date).
5. ⁵ The stock option grant relates to the services rendered in the reported year 2021 in the mandate of member of the management board. The stock options were granted on 11 February 2021 and were valued at a notional value of € 8.56 per option according to the Black & Scholes formula. S. Csoma did not accept the 2021 stock options offer.
   See table G13.4 for all stock option transactions in the course of the reported year.
6. ⁶ Includes DC and DB contributions (service cost).
7. ⁷ Includes the representation allowance, benefit in kind company car, insurance benefits and additional benefits for D. Goffaux following his foreign assignment in South Korea (housing, mobility premium, medical insurance), and for R. Kiessling for his frequent and extensive presence in Asia (mobility premium). It also includes the long service recognition premium for M. Grynberg and the payment of the sign-on fee and tuition fees for M. Miedreich.
8. ⁸ (1)+(4)+(5)+(6)+(7)/Total remuneration
9. ⁹ (2)+(3)/Total remuneration

COMPARITIVE INFORMATION ON THE CHANGE OF REMUNERATION – PAY RATIO

Table 13.3 provides an overview on the annual change of remuneration for the CEO, the other members of the management board (in aggregate), the mandates within the supervisory board and the committees, the average employee remuneration on a full-time equivalent basis and the performance of the Company. Incomplete years of remuneration due to a start or end of the mandate in the course of the reference year, have been adjusted to an annual base. The number of shares in the table represents for all years the number of shares taken into account the share split of 16 October 2017.

The average employee remuneration relates to Umicore (Belgium), in accordance with applicable legal provisions.

13.3 Comparative table on the change of remuneration and company performance over the last five reported financial years

1. ¹ The long service recognition premium is not included for this comparison.

The pay ratio 2021 between the highest and lowest pay level at Umicore (Belgium) was equal to 57. The ratio takes into account the total remuneration on a full-time equivalent basis, including fixed, variable and share-based remuneration, other incentive premiums, plans and benefits. Exceptional payments are excluded from the calculation.

SHARE AND SHARE OPTION PLANS AND TRANSACTIONS 2021

Management board share option transactions 2021

Table 13.4 provides an overview of the number of stock options granted for the services rendered in 2021 in the mandate of member of the management board, the number of stock options exercised and expired in the course of the reported year, as well as the main provisions of the outstanding stock option plans.

13.4 Management board share option transactions

1. ¹ The exercise prices take into account the share split of 16 October 2017

Details of all options exercised and other share-related transactions can be found on the FSMA website.

Management board share grant 2021

Table 13.5 provides an overview of the number of shares granted in 2021 for the services rendered in 2020 in the mandate of member of the management board. The shares were granted on 11 February 2021 and were valued at the fair market value of the share at € 47.08, equivalent to the lowest of the closing share price on the day before the delivery date and the average closing price of the last 30 calendar days before delivery date. For German and Korean tax purposes, the shares were valued at respectively € 47.09, € 48.00. The shares are subject to a 3 year lock-up until 10 February 2024 included, and are not subject to forfeiture conditions.

13.5 Management board share grant

1. ¹ until 31/10/2021
2. ² until 31/3/2021
3. ³ until 30/9/2021

As per the Policy, the CEO is required to build up, within 3 years from the date of appointment, and to retain minimum 30,000 Umicore shares throughout his tenure. This requirement is also applicable to the other members of the management board, in respect of a minimum of 15,000 shares.

On 31 December 2021 the members of the management board reached this minimum shareholder requirement, with exception of M. Miedreich, F. Daufenbach, R. Kiessling and B. Sap, being still in the 3 years’ time frame to build up the required minimum.

The members of the management board collectively held a total number of 212,747 shares on 31 December 2021.

Supervisory board share grant 2021

Table 13.6 provides an overview of the number of shares granted in 2021 to the members of the supervisory board for the services rendered in 2021. The shares were granted on 14 May 2021 and were valued at the fair market value of the share at € 49.72, equivalent to the lowest of the closing share price on the day before the delivery date and the average closing price of the last 30 calendar days before delivery date. The shares have to be held until at least one year after the member leaves the supervisory board and until at least three years after the delivery date.

13.6 Supervisory board share grant

The members of the supervisory board collectively held a total number of 859,373 shares on 31 December 2021.

APPROVAL OF THE 2020 REMUNERATION REPORT

The 2020 remuneration report was approved by the shareholders’ meeting with a majority of 81.49% of the votes cast (disregarding the abstention votes, as provided under Belgian company law).

PROPOSED NEW REMUNERATION POLICY AS OF 2022

The remunation policy has been reviewed in with the evolution of the company strategy. The purpose of the changes, as reflected in the Proposed Policy, is to ensure Umicore’s remuneration structure and policy are both in line with current international remuneration trends and that they reward fairly and responsibly.

The Proposed Policy also responds to feedback received from shareholders and institutional investors. It provides for increased disclosure, in particular around our performance goals in relation to variable pay.

For the establishment of the Proposed Policy, the nomination and remuneration committee has taken market benchmarks into consideration with the aim to offer a well-balanced remuneration, tailored specifically to its market segments and scale, ensuring that Umicore can attract, motivate and retain the right talent for the management and supervisory board.

The proposed changes relate to the remuneration of the members of the management board:

• Revised short- and long-term variable remuneration plans, addingto revised financial goals also sustainability objectives in alignment with Umicore’s Let’s Go for Zero ESG strategy.

• Replacement of the current deferred cash compensation plan with a Performance Share Unit Plan (PSU plan) for the long-term variable remuneration.

• Reduced number of unconditional share awards, redistributed over increased variable remuneration and fixed annual fee. A pay mix with a higher portion of variable remuneration reinforces the link between reward and sustainable performance.

• Increased timescale of shareholding build-up from 3 to 5 years.

• Possibility to grant a sign-on fee for external recruitment to cover the loss of unvested variable remuneration and equity awards faced by the individual when changing companies.

The Proposed Policy will be submitted to Umicore’s annual shareholders’ meeting on 28 April 2022, and if approved, will apply as of 1 January 2022, further strengthening alignment to Umicore’s strategic objectives and driving strong sustainable performance.

Alignment to strategic objectives

The short- and long-term variable programs have been redesigned to further strengthen high performance to achieve Umicore’s strategic objectives, delivering sustained superior shareholder value and contributing to a cleaner and healthier world. Including stretched and achievable targets in the variable remuneration demonstrates Umicore’s commitment to achieve meaningful progress against the Let’s Go for Zero goals and to enhance sustainable long-term value creation.

The proposed short-term variable compensation plan shifts from fully individual and discretionary to a balanced and specified remuneration:

• Group financial performance objectives are split evenly between the quality of the financial results (ROCE) and company growth (Actual adjusted EBITDA versus targeted adjusted EBITDA at like-for-like precious metal prices).

• Group sustainability performance objectives are split between diversity (zero inequality), health and safety (zero harm), in line with Umicore’s Let’s Go for Zero strategy.

• Individual performance objectives are based on financial performance, progress against business and sustainability strategic objectives (tied to economic performance, value chain and ESG goals) and adherence to the Umicore values.

The proposed PSU plan replaces the cash deferred variable program, and moves from 100% ROCE and EBIT to balanced financial and ESG targets:

• Group financial performance objectives are split evenly between average ROCE and Total Shareholder Return versus a peer group. The peer group is composed of Air Liquide, Albemarle, Aurubis, BASF, Boliden, Clariant, Croda, Johnson Matthey, LG Energy Solution, Linde, Samsung SDI, Solvay. The supervisory board will review the peer group from time to time to ensure it is as relevant as possible.

• Group sustainability performance objectives are in line with Umicore’s Let’s Go for Zero strategy and relate to climate, health & safety and diversity. A Diversity of Thought Index has been designed at the level of senior management and focuses on how Umicore is moving the needle in terms of demographic and cognitive diversity through 3 pillars, gender diversity, international diversity and diversity of experience.

Key features of the PSU plan:

• The performance period is three years.

• The PSUs are granted conditionally and vest after three years from the date of grant, depending on the achievement of the pre-set performance goals.

• A service condition applies for the members of the management board joining as of 1 April 2021.

See table 13.7 for more details on the 2022 performance objectives.

Driving strong sustainable performance

The number of unconditional share awards will reduce as of the year of performance 2022 and will be redistributed over increased variable remuneration and fixed annual fee. The remuneration composition for the CEO shifts from 80% fixed and 20% variable (former CEO pay mix) to 60% fixed and 40% variable, and for the members of the management board from 70% fixed and 30% variable to 60% fixed and 40% variable. The total variable remuneration consists of 35% sustainability objectives, 40% financial objectives and 25% individual. This revised pay mix with a higher portion of variable remuneration reinforces the link between reward and strong sustainable performance.

13.7 Overview of the 2022 performance objectives and weighting

1. ¹ Umicore does not disclose the adjusted EBITDA target which is commercially sensitive information.