Board of Directors

Composition

The Board of Directors, whose members are appointed by the Shareholders’ Meeting, must consist of at least six members. Their term of office may normally not exceed four years, but they may be re-elected.

On April 25, 2007, the Board of Directors consisted of ten members: nine non-executive directors and one executive director.

Eight of the ten directors are independent within the definition of independence set out in Annex 3 of Umicore’s Corporate Governance Charter.

Chairman

Karel Vinck, 69, Chairman & Non-executive director

Before joining Umicore, Karel Vinck was Chief Executive Officer of Eternit and Bekaert. He is also a member of the Board of Suez-Tractebel, Tessenderlo Group and of Théâtre Royal de la Monnaie. He is co-ordinator of the European Rail Traffic Management System with the European Commission. He is Chairman of Cumerio, honorary chairman of VEV, the Flemish employers association and Chairman of the Flemish Science Policy Council. He was Chief Executive Officer of the Belgian Railways from 2002 until 2005.

Director since : 17 October 1994
Expiration of mandate : Ordinary General Meeting of 2009
Chairman since : 1 October 2002
Chairman of the Nomination & Remuneration Committee since: 1 January 2003

Executive Director

Thomas Leysen, 47, Chief Executive Officer

Thomas Leysen became Chief Executive Officer of Umicore in 2000, after having held various positions within Umicore and its affiliates. He is also Chairman of Corelio, a Belgian media company. He is a member of the Board of Cumerio, of the micro-electronics research centre IMEC and a member of the supervisory Board of Bank Metzler, Germany. He is a member of the Executive Committee of the Belgian Employers Federation (FEB/VBO).

Director since : 10 May 2000
Expiration of mandate : Ordinary General Meeting of 2009
Chief Executive Officer since : 10 May 2000

Independent Non-executive Directors

Isabelle Bouillot, 58

Isabelle Bouillot holds a diploma of the French "National School of Administration". She has occupied different positions in French public administrations, among them economic advisor for the President of the Republic between 1989 and 1991 and Budget Director at the Ministry of Economy and Finance between 1991 and 1995. She joined the Caisse des Dépôts et Consignations as Deputy Chief Executive Officer in 1995 and was in charge of financial and banking activities. Between 2000 and 2003, she was Chief Executive Officer of the Investment Bank of the Group CDC IXIS. She is presently President of China Equity Links and a member of the board of Accor and Saint-Gobain.

Director since: April 14, 2004
Expiration of mandate : Ordinary General Meeting of 2010
Member of the Audit Committee since: 13 April 2005
Member of the Nomination and Remuneration Committee since: 13 April 2005

Uwe-Ernst Bufe, 63

Uwe-Ernst Bufe was CEO of Degussa until May 2000. He is now Vice Chairman of UBS Investment Banking and Deputy Chairman of UBS Deutschland. He is also a member of the Board of Akzo Nobel N.V., Solvay S.A. and Altana AG.

Director since : May 26, 2004
Expiration of mandate : Ordinary General Meeting of 2008

Jean-Luc Dehaene, 67

Jean-Luc Dehaene has occupied several ministerial posts and was Prime Minister of Belgium from 1992 to 1999. He is a member of the Board of InBev, Corona-Lotus and of Thrombogenics. He is Chairman of the Board of the College of Europe (Bruges), member of the European Parliament and mayor of Vilvoorde.

Director since :1 October 1999
Expiration of mandate :Ordinary General Meeting of 2009

Arnoud de Pret, 63

Arnoud de Pret was with Morgan Guaranty Trust Company in New York from 1972 until 1978. From 1978 until 1981 he was group treasurer of Cockerill-Sambre, and until 1990 he was group finance manager and member of the Executive Committee of UCB. He was Chief Financial Officer and member of the Executive Committee of Umicore from 1991 until May 2000. He is a member of the Board of InBev, Delhaize Group, Sibelco, UCB and L'Intégrale. He is a member of the Supervisory Board of the French company Lesaffre & Cie.

Director since : 10 May 2000
Expiration of mandate :Ordinary General Meeting of 2008
Member of the Audit Committee since: 1 January 2001

Shohei Naito, 63

Shohei Naito started his career at the Japanese Ministry of Foreign Affairs. At the Ministry he served as Director General for Consular Affairs & Migration and as Chief of Protocol. Mr Naito has filled several diplomatic functions overseas and he was appointed as Ambassador in 1996. Since that date he has served as Japan's ambassador to Cambodia, Denmark and Belgium. He left the diplomatic service in 2006.

Director since: 25 April 2007
Expiration of mandate: Ordinary General Meeting of 2010

Guy Paquot, 66

Guy Paquot joined the Bank Nagelmackers group in 1969 and became Chairman and managing director of Financière Lecocq (a Nagelmackers subsidiary) in 1986. In 1994 Financière Lecocq became known as Compagnie Mobilière et Foncière du Bois Sauvage. In 2003 he left his position as managing director but remains Chairman of Bois Sauvage. He is Chairman of Neuhaus and a member of the Boards of Recticel, Floridienne, Noel Group, Nomacorc, Serendip and Fauchon as well as the Quartier des Arts foundation.

Director since: 13 April 2005
Expiration of mandate: Ordinary General Meeting of 2008
Member of the Nomination and Remuneration Committee: 13 April 2005

Klaus Wendel, 64

Klaus Wendel, after a career in fi nancial management with General Electric (USA), Siemens, Cockerill Sambre and CBR, joined Société Générale de Belgique in 1988 as member of the Executive Committee, responsible for group control. Since 2000 he has been an independent consultant. He is member of the Board of Recticel. In accordance with Umicore's Governance Charter, the Board of Directors considers Mr Wendel to be an independent director even though he has served more than three terms. Apart from his employment with Société Générale de Belgique, from which he retired in 2000, Mr Wendel has had no other assignment with any company directly or indirectly related to Umicore.

Director since : 26 July 1989
Expiration of mandate :Ordinary General Meeting of 2009
Chairman of the Audit Committee since 13 April 2005

Non-Executive Director

Jonathan Oppenheimer, 38

Jonathan Oppenheimer joined the De Beers Group in 1994 and became a Director of De Beers S.A. in 2006. He is also a member of its Executive Committee. He is also the chairman of De Beers Canada Inc., of Williamson Diamond Mine Ltd. (Tanzania) and of Element Six Abrasives Group of companies. In view of his chairmanship of Element Six (in which Umicore has a stake), he is considered to be a non-independent Director.

Director since : 5 September 2001
Expiration of mandate :Ordinary General Meeting of 2008

Remuneration

Chairman’s annual retainer:
- fixed portion: €36,000
- variable portion: €5,000 per attended meeting.
Director’s annual retainer:
- fixed portion: €18,000
- variable portion: €2,500 per attended meeting.

The total amount of remuneration granted to Directors in 2006 in respect of their activities in the company amounted to €365,500.

No variable or other compensation element (apart from attendance-related fees) is associated with directorship. No loan or guarantees have been granted by the company to members of the Board.

As of 31 December 2006, the members of the Board of Directors held a total of 204,758 shares. As of the same date one director also held 4,000 stock options. These options are held by a director who was previously a member of the executive management.

Seven Board meetings were held in 2006.

Name	Board meetings attended	Committee meetings attended	Total remuneration €	Shares held at 31/12/2006
Karel Vinck	7 of 7	1 of 1	75,000	20,000
Thomas Leysen	7 of 7		see Excom	182,000
Isabelle Bouillot	6 of 7	5 of 5	52,000
Uwe-Ernst Bufe	6 of 7		33,000
Jean-Luc Dehaene	6 of 7		33,000	33
Arnoud de Pret	6 of 7	4 of 4	49,000	1,000
Jonathan Oppenheimer	4 of 7		28,000
Guy Pacquot	6 of 7	1 of 1	36,000	300
Klaus Wendel	7 of 7	4 of 4	59,500	1,425

Committees

Audit Committee

The Audit Committee consists of three members who are all independent non-executive directors.

Four Audit Committee meetings were held in 2006.

Compensation:

chairman: €6,000 per attended meeting
member: €4,000 per attended meeting

Nomination and Remuneration Committee

The Nomination and Remuneration Committee consists of three members who are all non-executive directors. It is chaired by the Chairman of the Board.

One Nomination and Remuneration Committee was held in 2006.