Constellium : Nominating Governance Committee Charter (CSTM Nominating and Governance Committee Charter 10025 FINAL wosksu)

CONSTELLIUM SE NOMINATING AND GOVERNANCE 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 Nominating and Governance Committee (the "Committee") is appointed by the Board

to (a) assist the Board by identifying and evaluating individuals qualified to become Board members, consistent with criteria approved by the Board, and recommend to the Board candidates for appointment as a director at General Meetings, (b) periodically review and if so decided make recommendations to the Board for changes to the Board Charter and other corporate governance guidelines applicable to the Company, (c) oversee the evaluation of the Board and Board Committees,

(d) assist the Board in the succession planning of the Chief Executive Officer and work with the Board to identify and evaluate potential successors, and (e) generally assist the Board in governance matters.

Membership

The Committee shall consist of no fewer than two Directors, each of whom shall be a Non- Executive Director. All members of the Committee shall meet the independence requirements of the New York Stock Exchange ("NYSE") and any other applicable laws or regulations. The Board may appoint a Chairperson of the Committee. The members of the Committee shall be appointed by the Board upon the recommendation of the Committee and may be removed by the Board in its discretion.

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, and will 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 (at the Company's expense after informing the Board) and to cover ordinary administrative costs. The Committee shall have sole authority to retain and terminate any search firm used to identify director candidates, including sole authority to approve the search firm's fees and other retention terms.

Delegation to Subcommittees

The Committee has the authority to delegate any of its responsibilities to subcommittees which are composed entirely of independent directors and which have a committee charter.

Duties and Responsibilities

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

1. Recommend committee chairs and membership appointments and reappointments for consideration by the Board, subject to the membership requirements set out in the relevant Committee Charter and the Articles of Association (the "Articles").

2. Identify and recommend to the Board candidates to be elected or appointed to the Board and as necessary to fill vacancies and newly created directorships and determine the eligibility of any proposed nominees. In making recommendations, the Committee shall consider (a) among other matters, a nominee's independence, skills, experience, and other characteristics in the context of the needs and composition of the Board, and, as to any incumbent director, his or her performance and level of participation on the Board, and (b) the Board's criteria adopted from time to time for director nominees with recommendations from the Committee, the NYSE rules, the Board Charter, the Articles or other corporate governance guidelines applicable to the Company.

3. Draw up selection criteria and appointment procedures for Board members.

4. Periodically assess the size and composition of the Board, and make a proposal for a composition profile of the Board.

5. (i) Conduct timely succession planning for the Chair of the Board; (ii) when so required, appoint a member of the Committee to facilitate the process to appoint a new Chair; and (iii) appoint a member of the Committee to oversee the annual performance evaluation of the Chair.

6. Make recommendations to the Board with respect to the determinations of director independence within the meaning of the NYSE rules and any other rules and laws applicable to the Company.

7. Conduct the Board's annual governance review with respect to the Company, including the development of and recommendations with respect to the Board Charter.

8. Establish an appropriate process for and oversee the self-assessment of the Board (including

   Board self-assessment, committee self-assessments and director assessments), and oversee the evaluation of management. Consider and review with the Board feedback received and the structure of the evaluation process.

9. Conduct timely succession planning for the Chief Executive Officer and work with the Board to identify and evaluate potential successors (including those who could act on a temporary basis) and periodically report to the Board on matters relating to succession planning. The Committee may seek the advice and assistance of the Human Resources Committee in reviewing the succession plan and preparing its report.

10. Consider questions of possible conflicts of interest of Board members and of senior executives, and without prejudice to requirements of French law and the articles of association review and recommend to the Board to approve significant transactions with any related person in which the Company is a participant.

11. Review the Corporate Governance sections of documents published by the Company and or to be filed with any regulatory authorities.

12. Evaluate (a)(i) individuals nominated, or recommended for nomination, by shareholders for election to the Board and (ii) proposals whose content falls within the remit of the Committee and submitted by shareholders for consideration at a general meeting and (b) recommend appropriate action to the Board.

13. Oversee the Company's corporate governance programs, policies and practices, review developments in legislation, regulation and public policy that may pertain to the Company's corporate governance and related matters and evaluate best practices.

14. Periodically review and approve, or recommend to the Board for approval, as applicable, changes to the documents and policies relating to the Company's corporate governance, including the Articles.

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.