Constellium Se

This advisory resolution asks shareholders to endorse, on a non-binding basis, the 2025 compensation paid to the named executive officers as disclosed in the proxy materials. Management seeks approval to validate its pay-for-performance framework, which in 2025 emphasized variable compensation tied to EPA Segment Adjusted EBITDA, EPA Adjusted Free Cash Flow, sustainability and individual objectives, and a mix of RSUs and PSUs with multi-year vesting (PSUs measured against relative TSR). The Board notes 2025 performance produced strong results, including Adjusted EBITDA and cash returns, and that payouts were within pre-set caps (EPA capped at 150% and PSUs at 200%), with the Human Resources Committee using market data and governance safeguards (clawback policy, anti-hedging, and share ownership guidelines). Approving this non-binding vote signals shareholder support for the Compensation Committee’s design, including the use of relative TSR and sustainability metrics, and management’s balance between retention (RSUs) and performance alignment (PSUs). The vote has no binding legal effect but the Board will consider the outcome when making future decisions about executive pay and engagement with shareholders. In the broader governance context, the resolution provides shareholders a vehicle under Dodd-Frank Section 14A to express views on pay practices, and management emphasizes responsiveness to investor feedback. Given the Company’s transition from a foreign private issuer and ongoing adjustments to compensation governance (e.g., revised SOGs, clawback implementation), the Board frames the advisory vote as part of dialogue on executive pay and alignment with long-term value creation. Risk considerations include ensuring performance metrics remain rigorous and free from manipulation; management points to independent review of adjustments to non-GAAP measures used for incentives.

This non-binding resolution asks shareholders to express whether they prefer annual advisory votes on executive compensation. Management advocates for annual votes to provide regular, direct input from shareholders on remuneration philosophy, policies and implementation, enabling the Board and the Human Resources Committee to promptly address investor concerns and to maintain ongoing dialogue. The proposal is structured alongside two alternative frequency proposals (every two years and every three years), and under French law shareholders can vote FOR/AGAINST/ABSTAIN on each; the Company recommends voting FOR annual frequency and AGAINST the alternatives. The Board’s rationale emphasizes responsiveness and alignment with market practice, arguing that annual input supports transparency in compensation design and helps the Company calibrate incentive metrics such as EPA Segment Adjusted EBITDA, Free Cash Flow, sustainability and PSU TSR metrics. While annual votes can increase administrative engagement and potential short-term pressure, management believes the benefits — frequent feedback and accountability — outweigh such concerns, especially given the advisory nature of the vote. The Human Resources Committee will consider the result in determining future cadence of advisory votes, and the Company will interpret the highest-supported option as the shareholders’ preference. Adoption would not legally bind compensation policy but would shape governance and investor relations practices going forward.

This resolution offers shareholders the option to express a preference for biennial advisory votes on executive compensation. The Company recommends voting against this option, arguing that biennial cycles reduce the frequency of shareholder feedback and may hinder timely adjustments to compensation design in response to evolving performance, governance expectations, or regulatory changes. From the proponent (management) perspective, annual votes better support active engagement and quicker recalibration of incentive metrics (e.g., EPA Segment Adjusted EBITDA and PSU TSR periods) where needed; the Company also notes administrative clarity in interpreting the highest-supported option among the three frequency resolutions. Opponents of annual votes sometimes argue that less frequent votes can reduce short-termism and administrative burden; however, Constellium’s Board believes those concerns are outweighed by the value of regular investor input, especially as the Company has been under governance adjustments following its transition from foreign private issuer status. The advisory nature of the vote means the Board retains discretion, but shareholder preference will be taken into account by the Human Resources Committee when setting governance cadence. Given Constellium’s recent leadership transition and compensation changes (including the CEO transition and the Germain transition agreement), management views annual voting as preferable to preserve ongoing accountability and alignment.

This resolution would set the advisory vote interval to every three years. Management recommends against this option, preferring annual votes to ensure more continuous shareholder feedback and oversight. Triennial cycles are sometimes favored by companies to reduce frequency of advisory votes and perceived short-term pressures, but Constellium’s Board contends that the rapid changes in the company’s leadership, compensation structure and post-transition governance warrant more frequent consultation. The vote is advisory and non-binding; however, the outcome will guide the Human Resources Committee in setting future practices. The Company’s recommendation against this option reflects a strategy to maintain closer investor relations and allow shareholders to react annually to compensation outcomes, including the interplay of variable pay components (EPA incentives tied to Adjusted EBITDA and Free Cash Flow, sustainability metrics, and PSU TSR-based awards). Adopting a three-year frequency would delay shareholder response to emerging compensation concerns or changing performance trajectories.

This resolution asks shareholders to approve the Company’s statutory financial statements prepared under French GAAP for fiscal year 2025 and to ratify the reported transactions, including the net loss of €7,184,045.19. Management seeks approval as part of the standard French corporate governance process; the statutory auditors’ reports and the Board’s management report have commented on these accounts. For analysts, the statutory (company-level) loss must be viewed alongside the Group consolidated performance — the filing also discloses consolidated Group profitability — and the allocation of the statutory loss to retained earnings. Approval provides legal closure and limits directors’ liability in respect of the reported year. The resolution is routine in many jurisdictions but is material because it formalizes recognition of the company-level result and confirms management and auditor accounting treatments. Shareholders should consider the reconciliation items between statutory and consolidated figures (e.g., different accounting bases and non-GAAP adjustments discussed elsewhere in the proxy) and the context of capital allocation decisions (including prior share repurchases and the proposed director fee changes). Given the Board’s recommendation and auditors’ reports, approval is presented as an affirmation of management’s reporting and oversight for the year.

This resolution seeks shareholder approval of the Group’s consolidated financial statements for 2025, prepared under IFRS, which reflect group-wide performance (including reported Adjusted EBITDA, Free Cash Flow, and consolidated net income figures highlighted elsewhere in the proxy). Management requests approval to confirm the Board’s and auditors’ reporting and to provide legal and governance closure for the consolidated accounts. For investors, key considerations include the Group’s strong operational metrics in 2025 (notably Adjusted EBITDA, cash generation and share repurchases) and the reconciliation items and non-GAAP adjustments (e.g., metal price lag) disclosed in Annex A. Approval signals acceptance of the consolidated accounting and underpins subsequent decisions tied to distribution of results, dividend policy (no dividends were paid in 2022–2024), and authorizations for share repurchases. The Board and auditors have reviewed and commented on the consolidated accounts, and the Board recommends approval as consistent with transparent disclosures and oversight. Shareholders should note the distinction between consolidated profitability and the company-level statutory loss when assessing overall financial health and governance implications.

This French corporate-law resolution seeks shareholder approval to discharge (quitus) the directors, CEO and statutory auditors for their performance during FY2025. Granting discharge is a standard action that, if approved, limits the civil liability of officers and auditors in relation to matters reflected in the approved accounts and reports for that fiscal year. The Board frames this as a routine closure step following presentation and approval of the statutory and consolidated financial statements and auditors’ reports. Shareholders should consider the implications: discharge does not prevent future claims based on fraud or matters outside the scope of the disclosed reports, but it does signal investor confidence in the year’s governance and reporting. The context includes the Company’s consolidated positive performance in 2025, steps taken to correct prior immaterial errors (and the application of the Clawback Policy to restatements where applicable), and management transitions (notably the CEO change). The Board recommends a FOR vote as consistent with the auditors’ reports and the oversight activities described in the proxy. For institutional investors, the discharge vote is also an indicator of the Board’s desire to formalize accountability and closure for the fiscal year.

This resolution asks shareholders to approve the Board’s recommendation to allocate the statutory net loss for 2025 (€7,184,045.19) to accumulated retained earnings. Management proposes this allocation as the standard accounting treatment for a company-level loss and notes that no dividends were distributed in the prior three fiscal years. The allocation conserves cash while preserving balance-sheet flexibility, which is relevant given the Group’s broader consolidated profitability and ongoing capital allocation choices (including share repurchases). For investors, the key considerations are the company-level statutory loss versus consolidated profitability, tax implications under French law, and the Board’s liquidity and capital management strategy. The decision is routine given the statutory loss and aligns with the Board’s reported approach to capital retention amid recent operational investments and share repurchase programs. Shareholders approving the allocation provide formal approval of management’s treatment of the year’s result and support the Company’s ongoing capital planning.

This proposal requests shareholder approval to raise the overall annual cap on fixed director compensation (including retainers, committee and chair fees, and cash in lieu of equity) from previously approved levels to €1.2 million and $1.1 million respectively. Management explains the increase as an update to reflect the elapsed time since prior approval and market benchmarking to attract and retain qualified non-executive directors. The Board emphasizes that individual director fees are set within the aggregate cap and that no immediate increase to individual fees is planned for 2026; the change mainly provides headroom for future allocations and committee structures. From a governance standpoint, shareholders should weigh the potential for increased governance costs against the benefits of competitive compensation to secure experienced board members, especially amid leadership transition and strategic initiatives. The Board also notes that cash paid in lieu of equity is necessary because French law historically limits equity awards to non-executive directors. Approval ensures the Board retains flexibility to allocate fees among directors and committees in line with oversight responsibilities.

Management requests shareholder authorization for a one-year share repurchase program under article L.225-209-2, permitting acquisitions of up to 10% of share capital (5% for use as consideration in certain transactions), within a price band of $8.90–$36.50 per share and an aggregate cap of $535,892,562. The stated purposes include satisfying employee equity plans and delivering shares for vesting (to limit dilution), using shares as consideration in potential acquisitions, and other lawful uses (subject to legal limits and Board discretion). The Board emphasizes flexibility to allocate repurchased shares for employee plans and strategic transactions, while capping volumes and establishing price limits based on independent expert review. The authorization replaces the prior authorization expiring in May 2026 and contains customary protections (e.g., suspension during public offers). For investors, the program balances returning capital to shareholders (share repurchases) and retaining strategic flexibility for M&A, while also reducing dilution from equity awards by using treasury shares for awards. The Board frames the program as consistent with 2025 capital actions (repurchasing $115 million of shares) and the Company’s liquidity profile and target leverage. Key governance issues for shareholders include the cap on volume, the price range and the potential use of shares for M&A — the resolution limits single-party discretion by requiring independent expert report and statutory auditor input and setting legal maxima.

This extraordinary resolution authorizes the Board to cancel treasury shares repurchased under the shareholder-approved repurchase program and to reduce share capital accordingly, up to 10% of share capital per 24‑month period. The Board requests this flexibility to manage capital structure, eliminate treasury stock, and potentially improve per-share metrics, subject to statutory safeguards (auditor reports, limits, and board powers to set terms). Cancellation of repurchased shares is a common tool to return value to shareholders by reducing outstanding share count and offsetting dilution from equity awards; the resolution makes clear that any excess of repurchase price over par value would be charged to reserves as permitted. The 24-month time horizon aligns with typical corporate practice and replaces prior authorizations; shareholders should consider the potential impact on EPS, ownership percentages and optionality for future M&A uses of treasury shares. The Board highlights that the authorization is bounded by law and includes powers for the Board to implement formalities, ensuring legal compliance. Management frames the request as a continuation of prudent capital management following 2025 repurchases and consistent with the planned repurchase authorization parameters.

This extraordinary resolution authorizes the Board to cancel shares that the Company may acquire under article L.225-208 (shares purchased without shareholder authorization for allocation to employees and corporate officers), permitting a capital reduction up to €293,639.76 (14,681,988 shares at €0.02 par value) over 24 months. The authorization enables the Company to cancel shares that were either not allocated under employee plans or that exceeded plan needs at vesting, thereby streamlining the share count and addressing excess treasury holdings related to employee awards. The Board frames this as complementary to other repurchase and cancellation authorizations, but specifically tailored to shares acquired under the L.225-208 regime which do not require prior shareholder authorization for acquisition. Shareholders should weigh benefits of reducing dilution and simplifying capital structure against changes in ownership percentages; the resolution includes customary protections for creditor opposition and powers for the Board to set terms and implement necessary formalities. Management recommends approval to preserve flexibility and maintain compliance with plan limits and French corporate law.

This procedural resolution grants customary execution powers to the Board Chair, CEO, Group General Counsel or their delegates to carry out administrative and legal formalities required following adoption of the meeting resolutions (e.g., filings, amendments to articles, notifications). Such delegations are standard practice to allow timely implementation of shareholder-approved actions without requiring further shareholder votes. Management recommends the vote to ensure operational efficiency and legal compliance in effectuating changes like share capital reductions, repurchase program filings, and updates to corporate records. For shareholders, this is a housekeeping resolution that enables the company to complete ministerial steps associated with approved resolutions and is typically non-controversial. The Board requires these powers to finalize documentation with French authorities and other registries and to make any technical adjustments necessary to reflect the decisions taken by the meeting.