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10-K primary document
CSTM · Annual Report (Form 10-K) · Filed February 25, 2026

Constellium Se — 10-K exhibit

exhibit1030_targoaddendu.htm
Constellium Se on Boardroom Alpha
exhibit1030_targoaddendu
T B A G - S ta n d : 0 5 /2 0 1 9 K132/XX-XXXXX ADDENDUM TO THE FACTORING AGREEMENT between TARGOBANK AG Isaac-Fulda-Allee 6, 55124 Mainz, Germany - TBAG - and Constellium Extrusions s.r.o. Ústecká 751/37, - , Czech Republic - hereinafter referred to as "ORIGINATOR"- GE CAPITAL BANK AG (renamed to TARGO Commercial Finance AG and subsequently merged into TBAG with TBAG being its universal successor) and the ORIGINATOR have entered into a Factoring Agreement on 26 June 2015 (hereinafter referred to, and together with, all addenda and any supplementary agreements as the "Agreement"). The provisions set out in this addendum will prevail over any conflicting provisions in the Agreement. Unless defined otherwise in this addendum, terms in italics have the meaning given to them in Part F (Definitions) of the Agreement. TBAG and the ORIGINATOR wish to amend the Agreement as follows with immediate effect: 1. The heading of Clause 24.5 of the Agreement shall be amended and restated as follows: SET-OFF, SETTLEMENT, GENERAL DEDUCTIONS, REIMBURSEMENT CLAIMS 2. Clause 24.5 of the Agreement shall be amended and restated as follows: is entitled to establish a reserve or (at its choice) demand security deposits from the ORIGINATOR for general potential invoice reductions by Debtors or credit notes issued by the ORIGINATOR General Deductions the anticipated amount of the Reimbursement Claims. The ORIGINATOR is entitled to provide a security deposit in order to discharge a reserve at any time. TBAG and the ORIGINATOR agree that the reserve for General Deductions shall amount to EUR 1,400,000.00. When determining the anticipated amount of the Reimbursement Claims, future Reimbursement Claims shall also be considered. These are claims that are certain or likely to arise in the future, but which amount and/or time of origination is still uncertain. To the extent that the determination of such claims depends on future events (e.g. development of sales), the amount shall be determined by way of estimate, in the absence of other indicators on the basis of historical data. The ORIGINATOR shall keep TBAG continuously informed about agreements with Debtors from which Reimbursement Claims may arise. Such agreements do not affect the Eligibility of Receivables if the Reimbursement Claims have been secured in accordance with the terms of this Clause 24.5. TBAG determines the amount of Reimbursement Claims considering all circumstances in its reasonable discretion on a monthly basis, by the end of each month at the latest. Immediately after the end of each month, the ORIGINATOR shall demonstrate the anticipated amount of Reimbursement Claims in a testable manner. The reserve is established by debiting the Settlement Account and crediting the Reserve Account by the relevant amount. If the anticipated amount of the Reimbursement Claims or of the reserve for the General Deductions is reduced, the Reserve Account will be debited by such reduction and a respective credit will be booked on the Settlement Account. Security deposits will be provided by payment by the ORIGINATOR to TBAG, whereby the amount is credited to the Reserve Account and any dissolution is debited on the Reserve Account and credited on the Settlement Account. The reserve and the security deposit shall primarily secure TBAG against invoice reductions resulting from General Deductions as well as set-offs or settlements by Debtors with T B A G - S ta n d : 0 5 /2 0 1 9 K132/XX-XXXXX Reimbursement Claims. To the extent that such claims are legally and validly raised, TBAG is In addition, the reserve and the security deposit shall secure any and all existing and future claims which TBAG may have against the ORIGINATOR in connection with their business relationship. Clause 24.5 shall apply mutatis mutandis for Tolling/Pseudo Tolling Reimbursement Claims. 3. The Purchase Price Reserve shall be reduced to zero (0) EUR. The rights of TBAG to increase the Purchse Price Reserve in accordance with clause 4.3 shall remain unaffected. Unless expressly amended by this Addendum, the provisions of the Agreement shall remain unaffected. This addendum is governed by German law. The courts of Mainz, Germany will have jurisdiction. Should any provisions of this addendum be or become wholly or partly invalid, the validity and effectiveness of the remaining provisions will not be affected thereby. The invalid provision shall be replaced by such valid and effective provision which comes closest to the economic terms that the parties intended. The same principles will apply if this addendum contains a gap. Mainz, 19.12.2025 , TARGOBANK AG

 
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