Constellium : Special reports of the Statutory Auditors and other reports 2023

Constellium SE

Statutory Auditors' report on the authorization of shares repurchase

(Shareholders' Meeting of 2 May 2024 - 8th resolution)

PricewaterhouseCoopers Audit	RSM Paris
63, rue de Villiers	26, rue Cambacérès
92200 Neuilly-sur-Seine	75008 Paris

This is a free translation into English of the Statutory Auditors' report issued in the French language and is provided solely for the convenience of English speaking readers.

This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France.

Statutory Auditors' report on the authorization of shares repurchase

(Shareholders' Meeting of 2 May 2024 - 8th resolution)

Constellium SE

Washington Plaza

40-44, rue Washington

75008 Paris

To the Shareholders,

In our capacity as Statutory Auditors of your Company and pursuant to the provisions of article L.225- 209-2 of the French Commercial Code (Code de commerce), we report to you on the proposal of authorization of shares repurchase, established by the Board of Directors, which is submitted to you for approval. The maximum number of shares that may be purchased pursuant to this authorization shall not, at any time, exceed 10% of the share capital of the Company provided that, if the shares are intended to be used as payment or in exchange for assets acquired by the Company in connection with a potential acquisition, merger, demerger or contribution-in-kind transaction, the maximum number of shares that may be purchased, pursuant to this authorization, for that purpose shall not, at any time, exceed 5% of the share capital of the Company.

It is our responsibility to inform you of our assessment of the conditions for setting the acquisition price.

We performed the procedures that we deemed necessary in accordance with professional standards applicable in France to such engagements.

These procedures consisted in:

• verifying that the Board of Directors' report and the proposed resolutions include information required to be disclosed in article L. 225-209-2 8° of French Commercial Code ;
• obtaining and reading the report of the independent expert ;
• appreciating the conditions for setting the acquisition price based on the documents that have been communicated to us and our general knowledge of your company acquired during our mission as statutory auditors.

We have no matters to report with respect to conditions for setting the acquisition price.

Neuilly-sur-Seine and Paris, April 15, 2024

The Statutory Auditors

French original signed by

PricewaterhouseCoopers Audit

RSM Paris

Pierre Marty

Paul Vaillant

Constellium SE

Statutory Auditors' report on the share capital reduction

(Shareholders' Meeting of 2 May 2024 - 10th resolution)

PricewaterhouseCoopers Audit	RSM Paris
63, rue de Villiers	26, rue Cambacérès
92200 Neuilly-sur-Seine	75008 Paris

This is a free translation into English of the Statutory Auditors' report issued in the French language and is provided solely for the convenience of English speaking readers.

This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France.

Statutory Auditors' report on the share capital reduction

(Shareholders' Meeting of 2 May 2024 - 10th resolution)

Constellium SE

Washington Plaza

40-44, rue Washington

75008 Paris

To the Shareholders,

In our capacity as Statutory Auditors of your Company and pursuant to a mission set forth in the provisions of article L.225-204 of the French Commercial Code (Code de commerce) in case of share capital reduction, we report to you on the proposed authorization to be given to the Board of Directors to reduce the share capital, which is submitted to you for approval.

This authorization would enable the Board of Directors to reduce the Company's share by cancelling the shares repurchased in accordance with article L.225-208 of the French Commercial Code.

The Board of Directors proposes that, on the basis of its report, the shareholders delegate to it, for a period of 24 months from the day of this meeting, all powers to carry out a share capital reduction, on one or more occasions, by way of cancellation of a maximum of 14,681,988 shares acquired by the Company pursuant to article L. 225-208 of the French Commercial Code for the coverage of free share plans, stock option plans or other share allocations, which correspond or will correspond notably to shares which had not been allocated to a plan within one year of their repurchase and those which had been allocated to a plan but turned out to be in excess of number of shares required for delivery at the time of vesting of a plan.

We performed the procedures that we deemed necessary in accordance with professional standards applicable in France to such engagements. These procedures consisted in examining whether the causes and conditions of the contemplated capital reduction, which is not of a nature to affect the equality of shareholders, are regular.

We have no matters to report with respect to causes and conditions of the contemplated capital reduction which will reduce the share capital of your Company by a maximum amount of 293,639.76 euros.

.

Neuilly-sur-Seine and Paris, April 15, 2024

The Statutory Auditors

French original signed by

PricewaterhouseCoopers Audit

RSM Paris

Pierre Marty

Paul Vaillant

Constellium SE

Statutory Auditors' report on the issuance of shares or other securities without preferential subscription rights

(Shareholders' Meeting of 2 May 2024 - 11th resolution)

PricewaterhouseCoopers Audit	RSM PARIS
63, rue de Villiers	26, rue Cambacérès
92208 Neuilly-sur-Seine	75008 Paris

Statutory Auditors' report on the issuance of shares or other securities without preferential subscription rights

(Shareholders' Meeting of 2 May 2024 - 11th resolution)

This is a free translation into English of the Statutory Auditors' report issued in French and is provided solely for the convenience of English speaking users.

This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France.

Constellium SE

Washington Plaza

40-44, rue Washington

75008 Paris, France

To the Shareholders,

In our capacity as Statutory Auditors of Constellium SE (the "Company") and pursuant to the provisions of articles L. 228-92 and L. 225-135 of the French Commercial Code (Code de commerce), we hereby report to you on the proposed delegation of competence to the Board of Directors to issue shares and/or securities, which is submitted to you for approval.

The- Board of Directors proposes that, on the basis of its report, the shareholders delegate to it, for a 15 month period, the competence to decide to carry out one or more issuances, and determine the final terms and conditions of the related issuances, without preferential subscription rights, by way of a public offering other than within the meaning of article L.411-2 1° of the French Monetary and Financial Code (Code monétaire et financier), of ordinary Company shares and of securities giving access by all means, immediately and/or in the future, to equity securities to be issued by the Company.

The aggregate nominal amount of the capital increases that may be carried out, immediately and/or in the future, by virtue of delegation in the 11th resolution may not exceed 880,919 euros (representing 30% of share capital), it being specified that this amount will be charged against the overall cap of 1,468,198.84 euros applicable to delegations for increase of the share capital granted by the shareholders meeting held on June 8, 2023 (resolutions 8 and 10) and proposed to this Shareholders Meeting (resolutions 11 to 14). The aggregate nominal amount of the debt securities that may be issued immediately and/or at maturity by virtue of the 11th resolution may not exceed 2,000,000,000 euros (or the counter-value of this amount if the issuance is made in another currency).

These caps take into account the additional securities to be issued in connection with the application of the delegation sought in the 11th resolution, in accordance with article L. 225-135-1 of the French Commercial Code, in the event that the shareholders adopt the 12th resolution.

It is the responsibility of the Board of Directors to prepare a report pursuant to the provisions of articles R. 225-113et seq. of the French Commercial Code. It is our responsibility to express an opinion on the fairness of the information taken from the financial statements, on the proposed cancellation of preferential subscription rights and on certain other information concerning the transactions, presented in this report.

We performed the procedures that we deemed necessary in accordance with professional standards applicable in France to such engagements. These procedures consisted in verifying the content of the Board of Directors' report relating to the transaction and the methods used to set the issuance price of the equity securities to be issued.

Subject to a subsequent examination of the terms and conditions of any proposed issuances, we have no matters to report as regards the methods used to set the issuance price of the equity securities to be issued, as set out in the Board of Directors' report in respect of the 11th resolution.

Since the final terms and conditions of the issuances have not been set, we do not express an opinion in this respect or, consequently, on the cancellation of shareholders' preferential subscription rights proposed in the 11th resolution.

Pursuant to the provisions of article R. 225-116 of the French Commercial Code, we will prepare an additional report if and when the Board of Directors uses this delegation to issue equity securities giving access to other equity securities or carrying rights to the allocation of debt securities, to issue securities giving access to equity securities to be issued and/or to issue shares without preferential subscription rights.

Neuilly-sur-Seine and Paris, April 15, 2024

The Statutory Auditors

PricewaterhouseCoopers Audit

RSM Paris

Pierre Marty

Paul Vaillant

Constellium SE

Statutory Auditors' report on the share capital increase reserved for members of an employee savings plan

(Shareholders' Meeting of 2 May 2024 - 14th resolution)