Constellium : Human Resources Committee Charter (CSTM Human Resources Committee Charter 10025 FINAL d6z15w)

CONSTELLIUM SE HUMAN RESOURCES COMMITTEE CHARTER

Save as otherwise defined herein, any capitalized term used in this charter (the "Charter") shall have the same meaning given to it for purposes of the " Board Charter of Constellium SE (the "Company").

Purpose

The Human Resources Committee (the "Committee") is appointed by the Board to assist the Board in discharging its responsibilities relating to human capital strategy and policies, executive compensation and benefits, equity compensation programs, and human resource and compensation disclosure with respect to the Company.

Membership

The Committee shall consist of no fewer than two Directors, each of whom shall be a Non- Executive Director. The members of the Committee shall be appointed by the Board upon the recommendation of the Nominating and Governance Committee and may be removed by the Board in its discretion. All members of the Committee will meet the independence requirements of the New York Stock Exchange (the "NYSE") and any other applicable laws, rules or regulations (including the rules and regulations of the U.S. Securities and Exchange Commission) or other qualifications as are established by the Board from time to time. The Board may appoint a Chair of the Committee and will consider best practices when making such appointment and the applicable NYSE Rules.

Meetings

The Committee shall meet as often as necessary to carry out its responsibilities. The Committee Chairperson shall preside at each meeting. In the event the Committee Chairperson is not present at a meeting, the Committee members present at that meeting shall designate one of its members as the acting chair of such meeting. A majority of the members of the Committee shall constitute a quorum. A director who is unable to attend a committee meeting may designate or appoint another director as his or her proxy to attend the committee meeting and vote on his or her behalf. If the proxy is not a member of the Committee, his or her appointment as proxy is to be approved by the Board.

Organization

The Committee will regularly report to the Board with regard to its duties and responsibilities, recommend to the Board any applicable proposals, and report each year with respect to the activities of the Committee and compliance with this Charter. It will reassess the adequacy of this Charter annually and may propose changes to the Board for approval. The Committee will annually review its own performance and report the results to the Board.

In discharging its responsibilities, the Committee may ask members of management to attend meetings and participate in discussions.

Authority to Engage Advisors

In discharging its responsibilities, the Committee will have the resources and authority to obtain advice and assistance from internal resources and external advisors or professionals it deems appropriate and to cover ordinary administrative costs.

The Committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent legal counsel or other adviser at the Company's expense and after informing the Board, and shall be directly responsible for the appointment, compensation and oversight of the work of any compensation consultant, independent legal counsel or other adviser retained by the Committee. The Company shall provide for appropriate funding, as determined by the Committee, for payment of reasonable compensation to a compensation consultant, independent legal counsel or any other adviser retained by the Committee. The Committee may select a compensation consultant, legal counsel or other adviser to the compensation committee only after taking into consideration, all factors relevant to that person's independence from management, including the factors set forth in Section 303A.05(c)(iv) of the Listed Company Manual of the New York Stock Exchange, if applicable. In addition, if the Committee makes use of the services of a compensation consultant in carrying out its duties, it shall verify that the consultant concerned does not provide advice to any Executive Director.

Delegation to Subcommittees

The Committee has the authority to delegate any of its responsibilities to sub-committees and which have a committee charter.

Duties and Responsibilities

The primary responsibilities of the Committee are set forth below. The Committee will:

1. Review, evaluate and make recommendations to the Board regarding compensation philosophy, policies and structure of performance-based incentives that support the longterm goals, objectives and interests of the Company and its stakeholders.

2. Review and make recommendations to the Board with respect to annual incentive-compensation and equity-based plans for subsequent Board approval. Where appropriate or required by law, the Committee shall also recommend these plans for approval by the shareholders of the Company.

3. Review the compensation and reimbursement policies for members of the Board, and submit proposals to the Board as regards the compensation of the non-executive members of the Board for ultimate decision by the Board in line with the policy set by the General Meeting.

4. On an annual basis, review, and recommend to the Board for approval corporate goals and objectives relevant to the compensation of the Chief Executive Officer, evaluating the performance of the Chief Executive Officer in light of the goals and objectives, and, together with the Board, determine and approve such compensation, based on a proposal by the Committee to the Board which shall, in any event, deal with: (i) the compensation structure and (ii) the amount of the fixed compensation, the annual short term bonus and awards to be granted under the long term incentive program. In reviewing the incentive components of Chief Executive Officer compensation, the Committee may consider a number of factors, including, but not limited to, the Company's performance and relative shareholder return, the value of similar incentive awards to CEOs at comparable companies and the awards given to the Chief Executive Officer in past years. The Chief Executive Officer may not be present during voting or deliberations on the Chief Executive Officer's compensation.

5. (i) Approve the hiring and departure conditions of the direct reports to the Chief Executive Officer (including all BU presidents and other members of the Executive Committee, whether or not they report directly to the Chief Executive Officer); and (ii) review and approve the compensation (including LTIP awards) of all employees who report directly to the Chief Executive Officer (including all BU presidents and other members of the Executive

   Committee, whether or not they report directly to the Chief Executive Officer).

6. Review the peer group(s) and criteria and methodology for benchmarking, used to assess performance and compensation levels.

7. Provide oversight concerning selection of senior officers and their succession planning, and separation packages; and assist the Board in reviewing the process for succession planning and talent development below Executive Committee level, taking into account expected skill sets required for the development of the Company.

8. Assess compensation philosophy and policies to monitor risk management and risk- taking incentives, and whether programs are reasonably likely to have a material adverse effect on the Company.

9. Oversee the clawback policy adopted by the Company and make recommendations to the Board as necessary.

10. Assess and review stock ownership guidelines for directors and officers, at least annually review compliance by the Company's directors and executive officers with these guidelines, and periodically review and recommend changes to the guidelines for approval by the Board.

11. Prepare responses to any shareholder proposals relating to remuneration policies of the Company.

12. Review and discuss with management the Compensation Discussion and Analysis ("CD&A") and recommend to the Board that the CD&A and related executive compensation information be included in the Company's annual filings.

13. Review and recommend for inclusion in the Proxy Statement or 10-K (the "Annual Report") an annual Committee report.

14. Review and to the extent required, approve all compensation, diversity, labour, human rights and community matters disclosed or mentioned in:

    1. the Annual Report;

    2. the Proxy Statement, including the CD&A;

    3. the annual Constellium Management Report ("Rapport de Gestion") and particularly in respect of the Vigilance Plan ("plan de vigilance"); and

    4. the Constellium Sustainability Report and any other required annual reports.

15. Consider the results of shareholder advisory votes on executive compensation ("Say-on-Pay Votes"), the frequency of such votes and, if appropriate, consider these results in connection with the determination of executive compensation and incentive-compensation and equity-based plans. Review and recommend to the Board the frequency of Say-on-Pay Votes.

16. Provide oversight and assistance with critical strategic or major human capital issues that arise for the Company, including diversity and inclusion, material collective bargaining agreements, significant industrial unrest, employee engagement surveys, and talent development programs.

The Committee shall perform such other duties and responsibilities as are consistent with the purpose of the Committee and as the Board or the Committee shall deem appropriate.

This Charter is published on the website of the Company.

Charter reviewed and approved by the Board on 18 September 2025. Effective date of the Charter: 1 January 2026.