09 February 2021

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Second Party Opinion - Sustainalytics

Press Release

Constellium Launches Proposed Sustainability-Linked Senior Notes Offering

Paris, February 9, 2021 – Constellium SE (NYSE: CSTM) (“Constellium”) announced today the commencement of a proposed private offering of approximately $500 million of U.S. dollar denominated sustainability-linked senior unsecured notes due 2029 (the “Sustainability-Linked Notes”), subject to market and other conditions (the “Notes Offering”).

Constellium, as part of its sustainability strategy, has established sustainability performance targets to (1) reduce its Scope 1 and Scope 2 greenhouse gas (GHG) emissions intensity to equal or lower than 0.615 of CO2 equivalent per metric ton of sales for the full year of 2025 and (2) increase its recycled aluminium input to equal to or higher than 685 thousand metric tons for the full year of 2026.

Constellium intends to use the net proceeds of the Notes Offering, together with cash on hand, to repurchase pursuant to a tender offer (the “Tender Offer”), and/or redeem, in accordance with the governing indenture, all of its outstanding 6.625% Senior Notes due 2025 (the “2025 Notes”), and to pay related fees and expenses. Concurrently with the commencement of the Tender Offer, the Company called for redemption, subject to certain conditions, all of the outstanding Notes (the “Redemption”). There can be no assurance that Constellium will successfully complete the Notes Offering, the Tender Offer or the Redemption on the terms described herein or at all.

The Company expects the redemption date for the 2025 Notes to occur on March 11, 2021 (the “Redemption Date”). The redemption price for the 2025 Notes is 101.656% of the aggregate principal amount of the outstanding 2025 Notes redeemed, plus accrued and unpaid interest, if any, to the Redemption Date. The Tender Offer and the Redemption are conditioned on the consummation of the Notes Offering.

Important Additional Information

The Sustainability-Linked Notes will be offered and sold to qualified institutional buyers in the United States pursuant to Rule 144A and outside the United States pursuant to Regulation S under the Securities Act of 1933, as amended (the “Securities Act”). The Sustainability-Linked Notes have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws.

This press release shall not constitute an offer to sell or purchase, or a solicitation of an offer to purchase or sell, shares of the Company, the Sustainability-Linked Notes, the 2025 Notes or any other securities, shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful, and shall not constitute a notice of redemption of any of the 2025 Notes.

The Sustainability-Linked Notes are not intended to be offered, sold, transferred or otherwise made available to and should not be offered, sold, transferred or otherwise made available, as part of their initial distribution or at any time thereafter, directly or indirectly to any retail investor in the European Economic Area (the “EEA”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); (ii) a customer within the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Regulation (EU) 2017/1129. Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the Sustainability-Linked Notes or otherwise making available to retail investors in the EEA has been prepared and therefore offering or selling the Sustainability-Linked Notes to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

Solely for the purposes of each manufacturer’s product approval process in MiFID II, the target market assessment in respect of the Sustainability-Linked Notes has led to the conclusion that: (i) the target market of the Sustainability-Linked Notes is eligible counterparties and professional clients only (each as defined in MiFID II) and (ii) all channels for distribution of such Notes to eligible counterparties and professional clients are appropriate.

The Sustainability-Linked Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom (the “UK”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “EUWA”); (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000, as amended (“FSMA”) and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA. Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering or selling the Sustainability-Linked Notes or otherwise making them available to retail investors in the UK has been prepared and, therefore, offering or selling the Sustainability-Linked Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

UK MiFIR product governance / Professional Investors and ECPs Target Market – Solely for the purposes of each manufacturer’s product approval process made pursuant to UK MiFIR and UK MiFIR Product Governance Rules (as defined below), the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook (“COBS”), and professional clients, as defined in Regulation (EU) No. 600/2014 as it forms part of domestic law by virtue of the EUWA (“UK MiFIR”); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a “distributor”) should take into consideration the manufacturers’ target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the “UK MiFIR Product Governance Rules”) is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturers’ target market assessment) and determining appropriate distribution channels.

About Constellium

Constellium (NYSE: CSTM) is a global sector leader that develops innovative, value added aluminium products for a broad scope of markets and applications, including aerospace, automotive and packaging. Constellium generated €5.9 billion of revenue in 2019.

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