CONSTELLIUM SE

To the Board of Directors and Shareholders of Constellium SE

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Constellium SE and its subsidiaries (the “Company”) as of

December 31, 2024 and December 31, 2023 and the related consolidated statements of income, of comprehensive income, of

changes in equity and of cash flows for each of the three years in the period ended December 31, 2024, including the related

notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control

over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework

(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial

position of the Company as of December 31, 2024 and December 31, 2023, and the results of its operations and its cash flows

for each of the three years in the period ended December 31, 2024 in conformity with accounting principles generally accepted

in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal

control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated

Framework(2013) issued by the COSO.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal

control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included

in Management’s Annual Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to

express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial

reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight

Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the

audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement,

whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material

respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement

of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated

financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by

management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal

control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the

risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based

on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the

circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the

reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally

accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures

that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and

dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit

preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and

expenditures of the company are being made only in accordance with authorizations of management and directors of the

company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or

disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,

projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate

because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial

statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or

disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or

complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated

financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate

opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Recoverability of deferred tax assets

As described in Note 7 to the consolidated financial statements, as of December 31, 2024, the Company recognized net deferred

income tax assets of $272 million, including a valuation allowance of $73 million, relating to temporary difference between

carrying amounts of existing assets and liabilities and their respective tax bases and tax losses carried forward. Of these net

deferred tax assets, tax losses carried forward are $218 million, including a valuation allowance of $40 million. In assessing the

realizability of deferred tax assets, management considers whether it is more likely than not that the deferred tax assets will be

utilized. The deferred income tax assets are recognized only to the extent that sufficient taxable profits will be available in the

years in which the temporary differences become deductible. This assessment was conducted through a detailed review of

deferred tax assets by jurisdiction and takes into account the scheduled reversals of taxable and deductible temporary

differences, past, current and expected future performance deriving from the budget, the business plan and tax planning

strategies. Management exercised significant judgment in determining that, based on the expected taxable income of the

entities, it is more likely than not that a total of $272 million net deferred tax assets will be recoverable.

The principal considerations for our determination that performing procedures relating to the recoverability of deferred income

tax assets is a critical audit matter are (i) the significant judgment by management when considering whether or not it is likely

that deferred income tax assets will be utilized and (ii) a high degree of auditor judgment, subjectivity and effort in performing

procedures and evaluating management's assessment of the recoverability of deferred tax assets.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall

opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to

management’s assessment of the recoverability of deferred tax assets. These procedures also included, among others, (i)

evaluating the positive and negative evidence available to support management’s assessment of the realizability of deferred tax

assets; (ii) testing the completeness and accuracy of the underlying data used in management’s assessment; and (iii) evaluating

the reasonableness of management’s projections of future profitability by year. Evaluating the reasonableness of management’s

projections of future profitability by year involved considering (i) the deferred income tax assets by jurisdiction and agreeing

the projections included in the forecasted future taxable profits with approved underlying business plans; (ii) the current and

past performance against the projections included in the business plans used by the Company; (iii) the historical taxable profits,

applicable tax rates and local expiry periods of tax losses together with any applicable restrictions in recovery established by

local legislation; (iv) the estimated reversal of the various temporary differences; and (v) the consistency with evidence

obtained in other areas of the audit.

/s/ PricewaterhouseCoopers Audit

Neuilly-sur-Seine, France

February 28, 2025

We have served as the Company’s auditor since 2011.