Expert Corporate Governance Service (ECGS)
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Etude de l'AG du 25/04/2017

In general, Umicore is in compliance with the Belgian regulations relating to the organisation and procedures of the Annual General Meeting.

Under ITEM 2, the Board of Directors seeks approval for the Company's remuneration report. Although we deem the aggregate level of compensation to be fairly moderate for Belgian standards, we do not approve of LT incentive plans that do not operate one or more challenging performance conditions. We therefore recommend opposition.

Under ITEM 7a, the Nomination Committee proposes to re-elect Ms. Ines Kolmsee. As we have concerns over her aggregate time commitments, we recommend opposition. Finally, under ITEM 8a, it is proposed to re-elect PricewaterhouseCoopers as the Company's auditor. Since the current term in office of the statutory auditor already exceeds the threshold in our guidelines, we recommend opposition.



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