CSTM Constellium SE

RISK FACTORS

You are urged to read in full our most recent Annual Report on Form 20-F filed with the SEC on March 11, 2019, which is incorporated by reference into this Prospectus, and describes a variety of risks relevant to our business and financial condition. The following discussion supplements the foregoing with risk factors relating specifically to the Transaction.

Risks Related to the Transfer of Corporate Seat

We must obtain shareholder approval for the Transfer of Corporate Seat.

The Transfer of Corporate Seat is intended to enable us to reorganize in a manner that would, among other things, reduce costs and simplify our corporate structure. The Transfer of Corporate Seat is subject to shareholder approval. We have obtained shareholder approval for the Conversion into an SE, which Conversion was completed on June 28, 2019. We have not yet sought nor obtained shareholder approval for the Transfer of Corporate Seat, which approval will be requested at the Transfer EGM. If we do not obtain shareholder approval for the Transfer of Corporate Seat at the Transfer EGM, we will not be able to complete the Transfer of Corporate Seat or realize the anticipated benefits thereof. If the Transfer of Corporate Seat is not approved or successfully completed, we will continue to be an SE governed by Dutch law and our corporate seat would remain in the Netherlands.

We may not achieve the anticipated benefits from the Transfer of Corporate Seat.

If approved by our shareholders and completed by management, the Transfer of Corporate Seat may not result in the expected benefits. A variety of factors, some of which are outside the control of the Company, could result in the actual benefits that we realize from the Transfer of Corporate Seat to be materially different from those we currently expect. Any failure or delay in the completion of the Transfer of Corporate Seat may reduce the expected benefits from such transaction, which could have an adverse effect on our results of operations. In such event, we may not be able to achieve the anticipated savings by reducing our corporate cost structure or to benefit from additional potential tax savings to the extent we expect, or that would be possible as a public limited liability company governed by the laws of France.

In connection with the Conversion, we were required to negotiate the terms of future employee involvement in the Dutch SE with a special negotiating body comprised of employees from EU Member States in which we operate. These negotiations led to the creation of an employee representative body that will have certain information and consultation rights in relation to future decisions of the Dutch SE and the French SE.

Under EC 2157 and other relevant legislation, formation of an SE requires the companies involved in the Conversion to enter into negotiations with a special negotiating body (which we refer to as the “SNB”), made up of a number of employee representatives in EU Member States to come to an arrangement on future employee involvement in the SE. We came to an agreement with the SNB on April 11, 2018.

Under the agreement with the SNB, after the Conversion, Dutch SE will have to provide information to and consult with the Societas Europaea Comité d’Entreprise (the “SE-WC”) regularly on an annual basis and also regarding exceptional circumstances or a transnational scheme or decision likely to have a major impact on the workforce’s interests in at least two of the following: Member States, the states of the European Economic Area or Switzerland. However, the SE-WC will not have the power to block or prevent any Dutch SE Board decisions or actions, including the decision to implement the Transfer of Corporate Seat. The terms to which we agreed to under the agreement with the SNB are substantially similar to the terms of our existing obligations to employees.

Any unfavorable investor perception resulting from our announcement and implementation of the Transfer of Corporate Seat could adversely affect our business.

The Transfer of Corporate Seat could result in an unfavorable investor reaction. For example, investors may perceive France to be a difficult place to implement corporate restructurings. In addition, the requirement that

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employees be represented on the boards of some French companies may be viewed negatively by investors. Any unfavorable investor perception of the announcement or implementation of the Transfer of Corporate Seat could adversely affect our business and the market price of our ordinary shares.

The planning and implementation of the Transfer of the Corporate Seat will result in additional, one-time transaction costs for the Company and we cannot predict the costs that may be incurred after the completion of the Transfer of Corporate Seat in connection with the Company’s existence as a French SE.

The Company will incur costs to plan and implement the Transaction, including the Transfer of Corporate Seat. We are required to hold two shareholders’ meetings to approve the two steps of the Transaction, and we must incur filing fees with government entities in various jurisdictions in connection with the steps of the Transaction. Going forward, we also expect to incur costs and expenses, including professional fees, to comply with French corporate and tax laws and financial reporting requirements, which we expect to be similar to those incurred as a Dutch N.V., but which we cannot predict with certainty. In addition, we expect to incur attorneys’ fees, accountants’ fees, mailing expenses and financial printing expenses in connection with the Transfer of the Corporate Seat. While we expect to benefit from long-term savings as a result of the Transaction, there is no certainty that these anticipated savings will outweigh costs associated with planning and implementation of the Transaction. See “Important Considerations for Shareholders.”

Risks Related to the Company after the Transaction

After the completion of the Transfer of Corporate Seat is completed, we will be an SE located in France and governed by French law, and therefore exposed to the risk that future changes in French law or the interpretation thereof could adversely affect our business and results of operations.

If the Transfer of Corporate Seat is approved and completed, we will be a French SE registered under and governed by the laws of France and the Proposed French Articles, which will conform to French corporate law and European rules governing SEs. As a result, the Company will be subject to future changes in French law and the interpretation thereof, compliance with which could adversely affect our business and results of operations.

The rights of shareholders after the completion of the Transfer of Corporate Seat, if approved and completed, will change from the rights of the shareholders at present.

We are currently subject to Dutch statutory rules and European rules governing Dutch SEs. If the Transfer of Corporate Seat is approved and completed, we will be a SE registered under and governed by the laws of France and European rules governing SEs. The rights of shareholders will be governed by French corporate law and European rules and the Proposed French Articles. Due to differences between Dutch and French corporate law, and differences between our constituent documents before and after completing the Transfer of Corporate Seat, your rights as a shareholder would change and may be limited if the Transfer of Corporate Seat is approved and completed.

For more information regarding these differences and the changes in the rights for shareholders, see “Consequences for Shareholders of the Transfer of Corporate Seat—Summary of Comparison of Material Differences between Dutch and French Corporate Law.”

The Company may be required to appoint directors to represent French employees.

If the number of permanent employees of the Company exceeds 1,000 (including its direct and indirect French subsidiaries) or 5,000 (including its direct and indirect subsidiaries worldwide) for two consecutive fiscal years from the date of the completion of the Transfer of Corporate Seat, the Board, if made up of more than eight directors, may be required to include two directors representing the employees. In such a case, the Proposed French Articles will be changed within six months following the end of the second year of the Transfer of

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Corporate Seat to allow for such appointment of employees to serve in such director capacity and choose the method of appointment from one of the following: (i) election by the employees of the Company and its French direct and indirect subsidiaries, (ii) by the French Works Council or (iii) by the trade union that obtained the most votes during the first round of elections in the Company and its direct and indirect subsidiaries. The employee directors, if required, must be selected within six months following the aforementioned change in the Proposed French Articles.

While we do not anticipate any specific governance issues as a result of employee representation on our Board, we have not previously been subject to these requirements and cannot determine how or whether employee representation on our Board will affect our future governance or operations. Having directors representing French employees may allow the interests of employees to be voiced and taken into account in Board discussions and decision-making, in addition to, and potentially in conflict with, the interests of shareholders.

Any shareholder acquiring 30% or more of our voting rights may be required to make a mandatory takeover bid or be subject to claims for damages.

According to the Proposed French Articles of the French SE, any person, acting alone or in concert within the meaning of Article L. 233-10 of the French Commercial Code, who comes into possession, other than following a voluntary takeover bid, directly or indirectly, of more than 30% of the capital or voting rights of the Company, shall launch a takeover bid on all the shares and securities granting access to the shares or voting rights, and on terms that comply with applicable U.S. law and SEC rules and regulations. The same requirement applies to persons, acting alone or in concert, who directly or indirectly own a number between 30% and half of the total number of equity securities or voting rights of the Company and who, in less than twelve consecutive months, increase the holding, in capital or voting rights, of at least 1% of the total number of equity securities or voting rights of the Company.

Provisions of our organizational documents and applicable law may impede or discourage a takeover, which could deprive our investors of the opportunity to receive a premium for their ordinary shares or to make changes in our Board.

Several provisions of the Proposed French Articles of the French SE and the laws of France may discourage, delay or prevent a merger, consolidation or acquisition that shareholders may consider favorable, such as the obligation to disclose the crossing of ownership thresholds or the possibility for the Board to issue equity securities, including during a takeover bid. Under French law, our general meeting of shareholders may empower our Board to issue shares, or warrants to subscribe new shares, and restrict or exclude preemptive rights on those shares.

These provisions could impede the ability of our shareholders to benefit from a change in control and, as a result, may materially adversely affect the market price of our ordinary shares and your ability to realize any potential change of control premium.

The rights of our shareholders may be different from the rights of shareholders governed by the laws of U.S. jurisdictions following the Transfer of Corporate Seat.

Following the Transfer of Corporate Seat, our corporate affairs will be governed by the Proposed French Articles and by the laws governing companies incorporated in France. The rights of shareholders and the responsibilities of members of our Board may be different from the rights and obligations of shareholders in companies governed by the laws of U.S. jurisdictions. In the performance of its duties, our Board will be required by French law to consider the interests of the Company, its shareholders, its employees and other stakeholders, in all cases with due consideration for the principles of reasonableness and fairness. It is possible that some of these parties could have interests that are different from, or in addition to, your interests as a shareholder. See

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“Consequences for Shareholders of the Transfer of Corporate Seat—Summary of Comparison of Material Differences between Dutch and French Corporate Law.”

Although shareholders have the right to approve legal mergers (fusions) or demergers (scissions), French law does not grant appraisal rights to a company’s shareholders who wish to challenge the consideration to be paid upon a domestic legal merger or demerger of a company.

In addition, if a third party is liable to a French company, under French law, shareholders generally do not have the right to bring a derivative action on behalf of a company or to bring an action on their own behalf to recover damages sustained as a result of a decrease in value, or loss of an increase in value, of their stock.

Only in the event that the cause of liability of such third party to the company also constitutes a tortious act directly against such shareholder causing him direct, personal and definite harm, may such shareholder have an individual right of action against such third party on its own behalf to recover damages.

The French Consumer Code provides for the possibility to initiate class actions (actions en représentation conjointe) to seek recovery for economic loss suffered by consumers due to one or more defendants’ breach of their legal or contractual obligations in the context of a sale of goods or provision of services or due to their infringement of competition law. However, such class action is not applicable to acts which can affect the rights of shareholders.

Approved associations of shareholders or investors are allowed to bring claims in respect of wrongful acts harming the “collective interest” of the investors or of certain categories of investors (Article L. 452-1 of the French Monetary and Financial Code). Such associations may request that the court orders the responsible person to comply with the legal provisions to end the irregularity or eliminate its effects. They may seek indemnification in the name of individual investors who have suffered individual damages if mandated by at least two such investors (Article L. 452-2 of the French Monetary and Financial Code).

The provisions of French corporate law and the Proposed French Articles have the effect of concentrating control over certain corporate decisions and transactions in the hands of our Board. As a result, holders of our shares may have more difficulty in protecting their interests in the face of actions by members of the Board than if we were incorporated in the United States.

United States civil liabilities may not be enforceable against us after the completion of the Transfer of Corporate Seat.

Following the completion of the Transfer of Corporate Seat, we will be incorporated under the laws of France. Substantial portions of our assets are located outside the United States. In addition, certain of our directors and officers, and experts named herein, reside outside the United States. As a result, it may be difficult for investors to effect service of process within the United States upon the Company or other persons residing outside the United States. It may be difficult to enforce judgments obtained against persons in U.S. courts in any action, including actions predicated upon the civil liability provisions of the U.S. federal securities laws, outside the United States. In addition, it may be difficult for investors to enforce, in original actions brought in courts in jurisdictions located outside the United States, rights predicated upon the U.S. federal securities laws.

There is no treaty between the United States and France for the mutual recognition and enforcement of judgments (other than arbitration awards) in civil and commercial matters. Therefore, a final judgment for the payment of money rendered by any federal or state court in the United States based on civil liability, whether or not predicated solely upon the U.S. federal securities laws, would not be enforceable in France unless it is recognized by French courts. Moreover, an SEC decision ordering the payment of a fine would not be enforceable in France as it constitutes a foreign decision of a public law authority.

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However, under current practice, the courts of France may be expected to recognize and enforce a U.S. judgment, provided that such judgment (i) is a final judgment and has been rendered by a court which has established its jurisdiction on the basis of internationally accepted grounds of jurisdiction, (ii) is not the result of a fraud, and (iii) complies with French international public policy. A U.S. judgment may be found to be contrary to French international public policy in various situations, for example, if the judgment has been rendered in violation of elementary principles of a fair trial and if the judgment is incompatible with (a) a prior judgment of a French court rendered in a dispute between the same parties, or (b) a prior judgment of a foreign court rendered in a dispute between the same parties, concerning the same subject matter and based on the same cause of action, provided that such prior judgement has been recognized in France.

If the U.S. judgment is not recognized in France, the parties would have to re-litigate their dispute before a French court, provided the latter has jurisdiction over the dispute.

Based on the foregoing, there can be no assurance that U.S. investors will be able to enforce against the Company, members of our Board, officers or certain experts named herein, who are residents of France or countries other than the United States, any judgments obtained in U.S. courts in civil and commercial matters, including judgments under the U.S. federal securities laws.

In addition, there is doubt as to whether a French court would impose civil liability on the Company, the members of our Board, our officers or certain experts named herein in an original action predicated solely upon the U.S. federal securities laws brought in a court of competent jurisdiction in France against us or such members, officers or experts, respectively.

We intend to rely on the NYSE Listed Company Manual with respect to our corporate governance and not to apply the provisions of a French corporate governance code after the completion of the Transfer of Corporate Seat, which could affect your rights as a shareholder.

We intend to rely on the corporate governance rules of the NYSE and U.S. securities laws that apply to our Company, as our ordinary shares are traded on the NYSE. This may affect your rights as a shareholder and you may not have the same level of protection as a shareholder in a French company that complies with a French corporate governance code. See “Consequences for Shareholders of the Transfer of Corporate Seat—Corporate Governance Following the Transfer of Corporate Seat.”

After the completion of the Transfer of Corporate Seat, any inability of Constellium to continue to benefit from French provisions applicable to registered intermediaries (“intermédiaires inscrits”) could adversely affect our business and the rights of shareholders.

The French Parliament has adopted the Pacte Act, which includes in its Article 198 an amendment to existing French law, that allows an intermediary to be registered for the account of holders of shares of companies which are admitted to trading solely on a market in a non-EU country considered equivalent to a regulated market pursuant to paragraph (a) of Article 25(4) of Directive EC2014/65/EU (which, pursuant to the European Commission decision dated December 13, 2017, includes the NYSE). Article 198 of the Pacte Act came into full force and effect on June 10, 2019 and allows us to maintain our current shareholder ownership structure in the United States.

We intend to use a registered intermediary for the account of our beneficial owners (the “French Intermediary”). If the French Intermediary fails to comply with the French provisions applicable to registered intermediaries (intermédiaires inscrits), and if we are unable to find an appropriate substitute, or if the European Commission decided to abrogate its decision and no longer considered the NYSE as equivalent to a regulated market as described above, we might not be able to comply with existing French laws regarding the holding of shares in the “au porteur” form, and shares would have to be held in “au nominatif” form. In such a case, the Company would need to maintain at all times a register with the name of (and number of shares held by) each

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shareholder, which could adversely affect the rights of our shareholders, including potentially the right to exercise their voting rights as Company shareholders as only shareholders registered on the register held by the Company would be entitled to vote.

Risks Related to Taxation

Risks Related to Taxation in Connection with the Transaction

Our tax position with respect to the Transfer of Corporate Seat could be challenged by certain tax authorities, or there may be changes in the applicable tax laws, tax treaties, or the interpretation or application thereof (which could in certain circumstances have retroactive effect) or in the manner in which we conduct our business, any of which could materially adversely affect our financial position.

The Company is incorporated under the laws of the Netherlands and on this basis is subject to Dutch tax laws as a Dutch resident taxpayer. In July 2017, we announced our intent to move our corporate seat to France. In anticipation of the envisaged Transfer of Corporate Seat, the Company has executed certain restructuring steps including amongst others the establishment of a French branch which is engaged in holding activities (the “French Branch”). We believe that, until completion of the Transfer of Corporate Seat, because of the manner in which we conduct our business, the Company remains resident only in the Netherlands and has the French Branch, which is subject to French taxes for the operations attributable to this branch.

Prior to the completion of the Transfer of Corporate Seat, the Company was converted from an NV into an SE. Dutch dividend withholding tax may have been required to be paid upon the Conversion in the event such conversion would have been considered a deemed liquidation for Dutch dividend withholding tax purposes. Similarly, if the Conversion would have been considered a deemed liquidation, income could have been recognized and could have triggerred a Dutch corporate income tax cost. We approached the tax authorities in the Netherlands (“Dutch Revenue”) to apply for a tax ruling confirming that no Dutch dividend withholding tax or Dutch corporate income tax was triggered upon the Conversion. In their letter of July 18, 2018, Dutch Revenue confirmed that the Conversion would indeed not be considered a deemed liquidation and, therefore, no Dutch dividend or Dutch corporate income tax was triggered by the Conversion.

As the Company was incorporated under the laws of the Netherlands it remains a Dutch resident taxpayer for Dutch national law purposes following the Transfer of Corporate Seat. Based on this, the Company will in principle have to continue filing on an annual basis a Dutch corporate income tax return following the Transfer of Corporate Seat. As we anticipate that the Company will not have a permanent establishment in the Netherlands following the Transfer of Corporate Seat and as we anticipate that the double tax treaty between the Netherlands and France will on that basis allocate taxation rights with respect to any income of the Company to France, such a return could possibly be a nil return. We have approached Dutch Revenue to apply for a tax ruling confirming that for book years starting after the completion of the Transfer of Corporate Seat this filing requirement will no longer be applicable. Dutch Revenue have indicated that they are not willing to provide this confirmation. Accordingly, the Company will be required to continue to file Dutch corporate income tax returns. Based on the above, it is expected that this would be a nil return.

The Company also believes that the Transfer of Corporate Seat should not trigger a Dutch corporate income tax cost as the Company may not have assets and/or liabilities that include hidden taxable reserves and/or goodwill and the Company has tax losses which could off-set corporate income tax due, if any. Following the Transfer of the Corporate Seat, if effectuated, the Company will become subject to the laws of France.

However, if our tax position with respect to the Transfer of Corporate Seat were successfully challenged by applicable tax authorities, or if there were changes in the tax laws, tax treaties, or the interpretation or application thereof (which could in certain circumstances have retroactive effect) or in the manner in which we conduct our business, this could materially adversely affect our financial position.

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Risks Related to Taxation if the Company Remains a Dutch SE

If the Transfer of Corporate Seat is not effectuated, the Company will remain subject to Dutch corporate income tax and any changes in Dutch tax legislation may impact the Company.

If the Transfer of Corporate Seat is not effectuated, the Company remains, in principle, subject to Dutch corporate income tax with respect to its worldwide income. As such, any changes in Dutch tax legislation on the basis of, for example, the Action Plan on Base Erosion and Profit Shifting (“BEPS”) of the Organization for Economic Co-operation and Development and/or the EU Anti-Tax Avoidance Directive (the “ATAD”) may impact the Company. Furthermore, the Dutch government has proposed to introduce a withholding tax on interest and royalty payments to “low tax jurisdictions” and/or blacklisted non-cooperative jurisdictions. On 17 September 2019 a draft bill to implement such withholding tax was published. On the basis of the draft bill, such withholding tax will be payable if an entity established in the Netherlands pays interest or royalties to a group entity established in a designated country with a corporate profit tax rate of less than 9%, or a country that is included on the EU black list of non-cooperative jurisdictions. It is expected that this new legislation will enter into force starting January 1, 2021. Based on this we may have to withhold taxes on interest and royalty payments starting in 2021, as applicable.

Risks Related to Taxation if the Transfer of Corporate Seat is Completed

After the completion of the Transfer of Corporate Seat, dividends paid on our ordinary shares will be subject to French withholding tax on dividends.

After the completion of the Transfer of Corporate Seat, if effectuated, dividends paid on our ordinary shares generally will be subject to French dividend withholding tax. See “Material Tax Considerations of the Transfer of Corporate Seat—French Tax Considerations.”

Under French law, dividends paid by a French corporation, as the Company would be after the completion of the Transfer of Corporate Seat, to non-residents of France are generally subject to French withholding tax at the rates provided for under article 187 of the French Tax Code (the “FTC”), i.e., (i) 12.8% for payments to individuals, (ii) 15% for payments to not-for-profit organizations whose head office is located in an EU Member State or in another State party to the European Economic Area Agreement which has entered into a convention on administrative assistance with France to fight tax evasion and fraud, and (iii) 30% until December 31, 2019, 28% as from January 1, 2020, 26.5% as from January 1, 2021, 25% as from January 1, 2022, for payments to legal persons or organizations other than those mentioned at (ii). The withholding tax rate is increased to 75% for dividend paid by a French corporation in a non-cooperative State or territory within the meaning of Article 238-0 A 1, 2 and 2 bis-1° of the FTC, unless the French corporation paying the dividend provides evidence that the distribution has neither the object nor the effect of permitting the location of income in such a State or territory for tax evasion purposes. Dividends distributed in respect of our ordinary shares registered on the U.S. Register and eligible for listing (“DTC-eligible”) through The Depository Trust Company (“DTC”) and held by shareholders that are not identified will not be subject to reduced withholding tax rates under any applicable tax treaty.

If we pay dividends after the completion of the Transfer of Corporate Seat, we may need to withhold Dutch dividend withholding tax on any dividends payable to Dutch resident shareholders, non-Dutch resident shareholders with a taxable presence in the Netherlands and shareholders whose identities cannot be assessed upon a payment of a dividend.

After the completion of the Transfer of Corporate Seat our dividends paid on our ordinary shares generally should be subject to French dividend withholding tax and not to Dutch dividend withholding tax on the basis of

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the double tax treaty between the Netherlands and France. However, Dutch dividend withholding tax may be required to be withheld from any such dividends paid, if and when paid to Dutch resident holders of our ordinary shares (and non-Dutch resident holders of our ordinary shares that have a permanent establishment in the Netherlands to which the ordinary shares are attributable). We have approached Dutch Revenue to apply for a tax ruling confirming that no withholding of any Dutch dividend tax is applicable to any dividends paid by us after the completion of the Transfer of Corporate Seat. However, Dutch Revenue is not willing to confirm this. As such, we will be required to identify our shareholders in order to assess whether there are Dutch resident holders of our ordinary shares or non-Dutch resident holders of our ordinary shares with a permanent establishment in the Netherlands to which the ordinary shares are attributable in respect of which Dutch dividend tax has to be withheld on dividends paid after the completion of the Transfer of Corporate Seat. Such identification may not always be possible in practice. With respect to dividends distributed to (i) Dutch resident holders of our ordinary shares, (ii) non-Dutch resident holders of our ordinary shares with a permanent establishment in the Netherlands to which the ordinary shares are attributable and (iii) our shareholders whose identities cannot be assessed upon a payment of dividends after the Corporate Seat Transfer, withholding of both French and Dutch dividend withholding tax may occur. This may adversely affect the value of our ordinary shares.

Transactions in our ordinary shares could be subject to the European financial transaction tax, if adopted.

On February 14, 2013, the European Commission adopted a proposal for a directive on a common financial transaction tax (the “FTT”) to be implemented under the enhanced cooperation procedure by several Member States (Austria, Belgium, France, Germany, Greece, Italy, Portugal, Slovenia, Slovakia and Spain (the “Participating Member States”) and Estonia). However, Estonia has since stated that it will not participate.

The proposed FTT has a very broad scope and could, if introduced in its current form, apply to certain dealings in our ordinary shares (including secondary market transactions) in certain circumstances. The mechanism by which the tax would be applied and collected is not yet known, but if the proposed directive or any similar tax is adopted, transactions in our ordinary shares would be subject to higher costs, and the liquidity of the market for our ordinary shares may be diminished.

Under the 2013 proposals, the FTT could apply in certain circumstances to persons both within and outside of the Participating Member States. Generally, it would apply to certain dealings in our ordinary shares where at least one party is a financial institution, and at least one party is established in a Participating Member State. A financial institution may be, or be deemed to be, “established” in a Participating Member State in a broad range of circumstances, including (a) by transacting with a person established in a Participating Member State, or (b) where the financial instrument which is subject to the dealings is issued in a Participating Member State.

In June 2018, France and Germany expressed their wish to adopt a FTT that would be inspired by the French financial transaction tax. The ECOFIN indicated on June 27, 2018 that Participating Member States are currently considering such proposal. On September 13, 2019, it was announced by the Italian Department of Treasury to finalize the FTT plan in October 2019.

The FTT proposal remains subject to negotiation between the Participating Member States. It may therefore be altered prior to any implementation, the timing of which remains unclear. Additional EU Member States such as for example the Netherlands may decide to participate and/or certain of the Participating Member States may decide to withdraw. Prospective holders of our ordinary shares are advised to seek their own professional advice in relation to the consequences of the FTT.

Purchases of our ordinary shares could be subject to the French financial transaction tax, if the NYSE is recognized as a foreign regulated market by the French Financial Market Authority or the applicable provisions of the FTC are amended.

Pursuant to Article 235 ter ZD of the FTC, purchases of equity instruments or similar securities (such as American Depositary Receipts) of a French company listed on a regulated market of the EU or on a foreign

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regulated market formally recognized as such by the French Financial Market Authority (the “AMF”) are subject to a 0.3% French tax on financial transactions provided that the issuer’s market capitalization exceeds 1 billion euros as of December 1 of the year preceding the taxation year. See “Material Tax Considerations of the Transfer of Corporate Seat—French Tax Considerations—French financial transaction tax and registration duties on disposition of the rights of our shares further to the Transfer of Corporate Seat.”

The NYSE is not formally recognized as a foreign regulated market by the AMF.

In its Decision of 13 December 2017 on the equivalence of the legal and supervisory framework of the United States of America for national securities exchanges and alternative trading systems in accordance with Directive 2014/65/EU of the European Parliament and of the Council, the European Commission decided that for the purposes of Article 23, paragraph 1, of Regulation (EU) No 600/2014, the legal and supervisory frameworks of the United States applicable to the NYSE are considered equivalent to the requirements applicable to regulated markets, within the meaning of Directive 2014/65/EU, as they result from Regulation (EU) No 596/214, Title III of Directive 2014/65/EU, Title II of Regulation (EU) No 600/2014 and Directive 2004/109/EC, together with effective supervision and sanctions regime.

Article 198 of the Pacte Act came into force on June 10, 2019 and modified Article L. 228-1 paragraph 7 of the French Commercial Code to allow an intermediary to be registered as the “registered intermediary” (intermédiaire inscrit) on behalf of any holders of shares of companies which are admitted to trading solely on a market in a non-EU country considered equivalent to a regulated market pursuant to paragraph (a) of Article 25(4) of Directive EC2014/65/EU (which includes the NYSE).

We have obtained the confirmation from the tax authorities in France (the “French Revenue”) on October 11, 2019 (the “French Ruling”) that the French financial transaction tax will not be due on the purchases of ordinary shares of the Company as the NYSE is not a foreign regulated market formally recognized as such by the AMF. If the NYSE were formally recognized as a foreign regulated market by the AMF in the future or in the event where Article 235 ter ZD of the FTC would be amended as to include the NYSE, the French financial transaction tax could be due on purchases of ordinary shares of the Company.

Transfers of our ordinary shares may be subject to French registration duties.

Transfers of shares issued by a French corporation for consideration are generally subject to registration duties at the rate of 0.1% (i) when the French corporation is listed on a regulated market within the meaning of Article L 421-1 of the French Monetary Code, on a multilateral trading facility within the meaning of Article L 424-1 of the French Monetary Code, or on any foreign equivalent market operating under similar conditions, when the transfer is evidenced by a written agreement, and (ii) when the French corporation is not listed on any of the above mentioned markets, irrespective of whether the transfer is evidenced by a written agreement.

The NYSE has been considered equivalent to a regulated market pursuant to paragraph (a) of Article 25(4) of Directive EC2014/65/EU. We have obtained confirmation from the French Revenue in the French Ruling that the NYSE is a foreign market operating under similar conditions to regulated markets within the meaning of Article L 421-1 of the French Monetary Code or multilateral trading facilities within the meaning of Article L 424-1 of the French Monetary Code.

As a result, the French Revenue has confirmed that the following transactions on ordinary shares of the Company will not give rise to the duty provided for in Article 726 of the FTC:

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However, the 0.1% registration duties in France would be due on over the counter sales of and transactions on ordinary shares of the Company when the considered sales and transactions are evidenced by a written agreement.

The French Ruling could be revoked if the description and legal analysis of the holding structure of the shares of the Company after the completion of the Transaction was inaccurate

The French Ruling is based on the description and legal analysis of the holding structure of the shares of the Company after the completion of the Transaction made by the Company to the French Revenue in its ruling request. If the French Revenue were to consider that the description or legal analysis in the ruling request with regards to the holding structure of the shares of the Company is inaccurate, notably to the extent that such description and analysis are based on US securities law notions that are foreign to French law, the French Revenue could decide to revoke the French ruling and such decision could have adverse tax consequences to our shareholders.

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THE TRANSACTION

In line with our initiatives to reduce costs and simplify our corporate structure, we announced in July 2017 that we intend to move our corporate seat to Paris, France and to close our Amsterdam office. In order to effectuate this change, the Company set forth plans to convert its corporate form from an NV to an SE through an amendment to its articles of association, and take other steps under Dutch and French law to designate Paris, France as its corporate seat. We expect the Transaction will enable us to make our corporate cost structure more efficient and to benefit from additional potential tax savings. See “Important Considerations for Shareholders” for additional information with respect to the reasons for the Transaction, including the Transfer of Corporate Seat.

The Conversion

The Company completed the Conversion on June 28, 2019, and, as of the date of this Prospectus, is an SE with its corporate seat located in the Netherlands. In the Conversion, the Company converted from an NV subject to Dutch corporate law to an SE subject to Dutch corporate law. The Conversion did not involve any merger. Instead, the Company converted its corporate form pursuant to EC 2157 without liquidation of the Company or creation of a new legal person. Under EC 2157, the Company is eligible to convert into an SE because the Company has had a subsidiary governed by the laws of another EU Member State for at least two years.

The Special Negotiating Body

In connection with the Conversion, pursuant to EC 2157 and other relevant legislation, the Company created an employee representative body, the SNB, on October 11, 2017 to negotiate the involvement of European employees within the Dutch SE. The negotiations began on October 11, 2017 and an agreement was reached with the SNB on April 11, 2018. The Company and the SNB conducted a total 7 meetings prior to reaching the agreement, which was based on, and includes terms substantially similar to those of, a pre-existing agreement between the Company and the European Works Council.

Dutch Trade Register

Pursuant to Dutch corporate law, the Company prepared and made certain filings with the Dutch Trade Register with respect to the Conversion.

Conversion proposal

A Conversion proposal was filed which included (i) the proposal to convert the Company into a European public limited-liability company (Societas Europea) with its corporate seat in the Netherlands, (ii) the proposal to amend the Company’s articles of association simultaneously with the Conversion becoming effective, (iii) information about the formation of the SNB, (iv) other required materials confirming the sufficiency of the Company’s net assets, and (v) a proposal for the Board of the Company to be authorized, at its sole discretion, to revoke the proposal to convert the Company to an SE up and until the Conversion becomes effective.

Executed deed of Conversion including the amendment to the Articles of Association

After the Conversion AGM approved the Conversion on June 27, 2019, the executed deed of Conversion including the related amendments of the articles of association of the Company were filed with the Dutch Trade Register on June 28, 2019. The Conversion became effective on June 28, 2019.

Conversion AGM

Pursuant to EC 2157, the Company is required to hold two separate general shareholder meetings in connection with the Transaction. EC 2157 requires that the Conversion and the Transfer of Corporate Seat be subject to two separate votes, and such votes cannot be cross-conditioned on each other.

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Pursuant to Dutch corporate law, the company published the convocation materials with respect to the Conversion AGM on the Company’s website on May 30, 2019 and filed the Conversion proposal with the Dutch Trade Register on May 3, 2019. These materials were provided to shareholders via mail beginning on or about May 30, 2019. On May 31, 2019, pursuant to Dutch corporate law, the Company published a notice in a Dutch nationally distributed newspaper announcing the Conversion AGM.

The Company convened the Conversion AGM meeting on June 27, 2019, at which time it sought approval of the Conversion from its shareholders, together with related amendments to the articles of association of the Company, among other matters. On June 28, 2019, the Company announced the results of the voting at the Conversion AGM, including the approval of the Conversion.

Following the Conversion AGM, on June 28, 2019, pursuant to EC 2157, the Company converted to an SE by executing a notarial deed of amendment to the articles of association and the registration of the Articles of Association with the Dutch Trade Register. As of June 28, 2019, the Company is registered with the Dutch Trade Register as Constellium SE, a European company governed by the laws of the Netherlands with its corporate seat/registered office located in the Netherlands.

Societas Europaea (SE) Corporate Form

An SE is a legal form of a public limited liability company introduced in the EU Member States by the EC 2157. One of the benefits of EC 2157 is that it facilitates cross border mergers and cross border transfers of corporate seats of SEs within the EU, subject to a vote of shareholders, whereas greater limitations would typically apply to similar cross border transactions for other legal entities. Only a few details on the corporate structure of the SE are set forth in EC 2157 itself, and the SE remains governed by the corporate code of the State of the SE’s corporate seat. These details for an SE are as follows:

More detailed rules affecting the corporate structure of an SE apply to public limited liability companies in the jurisdiction of the SE’s corporate seat. After the Conversion, we are a Dutch SE and therefore Dutch statutory rules on public limited liability companies apply to us. Upon the completion of the proposed Transfer of Corporate Seat, the constituent documents of the Dutch SE will no longer apply to the Company and will instead be replaced with a memorandum and the Proposed French Articles consistent with and governed under French law, as supplemented by the provisions of EC 2157. See “ —The Transfer of Corporate Seat.”

The Transfer of Corporate Seat

In the Transfer of Corporate Seat, the Company intends to transfer its corporate seat from Amsterdam, the Netherlands to Paris, France and further amend its Articles of Association by means of a deed of amendment such that the Proposed French Articles will govern.

Transfer of Corporate Seat Proposal

The Transfer of Corporate Seat Proposal, which has been approved by the Board, was filed with the Dutch Trade Register on July 1, 2019 and includes:

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As required by Dutch corporate law and EC 2157, on July 2, 2019 the Company published a notice in a Dutch nationally distributed newspaper announcing the Transfer of Seat Proposal.

Transfer of Corporate Seat Board Report

Under Dutch corporate law, the Board of the Company is required to provide the Transfer of Corporate Seat Board Report setting forth (i) the reasons for migration, (ii) explanation from a legal and economic point of view, (iii) the consequences for the shareholders, (iv) the consequences for creditors, and (v) the consequences for employees. This Prospectus constitutes such Transfer of Corporate Seat Board Report, which will be published on the Company’s website when it publishes the Transfer EGM materials. On October 24, 2019, the Company is expected to file the Transfer of Corporate Seat Proposal and the Transfer of Corporate Seat Board Report at the offices of Constellium SE.

Publication of the Transfer EGM Materials on the Company’s Website

As required by Dutch corporate law, the Company will publish on its website the following Transfer EGM materials:

Separately, in accordance with Dutch corporate law, the Company will convene the Transfer EGM by publishing a notice in a Dutch nationally distributed newspaper to seek approval for the Transfer of Corporate Seat and the Proposed French Articles of the Company.

In addition, the Company’s shareholders and creditors will have the right to review the Transfer of Corporate Seat Proposal and the Transfer of Corporate Seat Board Report, at the Company’s offices in the Netherlands, no later than one month prior to the Transfer EGM by contacting the corporate secretary.

Prior to the Transfer EGM, the Amsterdam Court District has to issue a statement that no creditors opposed the Transfer of Corporate Seat Proposal during the Objection Period.

Transfer EGM and Required Shareholder Approval

The Transfer of Corporate Seat resolution will require the approval of more than 50% of shareholder votes cast at the Transfer EGM at which at least 50% of the Company’s issued share capital is present or represented. Abstentions do not count as validly cast votes. If less than 50% of the Company’s issued share capital is present or represented at the meeting, the Transfer of Corporate Seat resolution will require the approval of more than two-thirds of shareholder votes cast.

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Actions after Transfer EGM Shareholder Approval

After the shareholder approval of the Transfer of Corporate Seat Proposal at the Transfer EGM, if obtained, the Company will be required to complete certain additional actions to effect the Transfer of Corporate Seat.

Consequences for Creditors

Upon completion of the Transfer of Corporate Seat, French courts will have jurisdiction in case of insolvency of the Company and French law will be applicable, which may result in changes to the rights of the creditors or other counterparties of the Company.

Consequences for Employees

Personnel within the Company and its subsidiaries will not be affected as a result of the Transfer of Corporate Seat.

Dissenters’ Rights

Under Dutch corporate law, shareholders of the Dutch SE do not have dissenters’ or appraisal rights in connection with the Transfer of Corporate Seat.

Recommendation of our Directors

Our directors have recommended, and the Company has completed, the Conversion. Effective as of June 28, 2019, following the Conversion, the Company is an SE governed by the laws of the Netherlands with its corporate seat in the Netherlands.

Our directors believe that the Transfer of Corporate Seat is in the best interests of the Company and its shareholders and recommend that you vote in favor of the Transfer of Corporate Seat. Each director intends to vote his or her own ordinary shares in favor of the Transfer of Corporate Seat.

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Holdings by Our Directors and Officers of Ordinary Shares

As of September 30, 2019, all directors, executive officers and their affiliates as a group were the beneficial owners of approximately 1.4% of the outstanding shares entitled to vote at the Transfer EGM

Holdings of Ordinary Shares after the Completion of the Transfer of Corporate Seat

After the completion of the Transfer of Corporate Seat, shareholders will continue to hold the same number of ordinary shares in the French SE as they held before the completion of the Transfer of Corporate Seat. No action is required by shareholders in respect of their ordinary shares in connection with the Transfer of Corporate Seat, following the entry into force of Article 198 of the Pacte Act on June 10, 2019. Article 198 of the Pacte Act modified Article L. 228-1 paragraph 7 of the French Commercial Code to allow an intermediary to be registered as “registered intermediary” (intermédiaire inscrit) in the name of any holders of shares of companies which are admitted to trading solely on a market in a non-EU country considered equivalent to a regulated market according to paragraph (a) of Article 25 (4) of Directive 2014/65/EU (which includes the NYSE).

If the Transfer of Corporate Seat is approved and completed, shares of the Company may be registered either on the U.S. Register maintained by Computershare or on the French Register.

The U.S. Register

Shares registered on the U.S. Register will either be in the name of Cede & Co., acting on behalf of DTC, or in the name of holders who want to be directly recorded on the U.S. Register. Only shares registered on the U.S. Register in the name of Cede & co will be eligible for direct trading on the NYSE. Shares registered on the U.S. Register will be in “au porteur” form.

The ordinary shares of Constellium will be admitted to the operations of the central depositary Euroclear France. The French Intermediary will be registered in France for the account of the owners of the shares registered on the U.S. Register in accordance with articles L. 228-1 et seq. of the French Commercial Code. It is currently anticipated that CACEIS Corporate Trust, a French corporation or one of its affiliates (“CACEIS”) shall be appointed to act as the French Intermediary.

The French Register

Shares registered on the French Register may be in “au nominatif” form (i.e., registered on an account maintained by or on behalf of the Company) or in “au porteur” form (i.e., registered on an account maintained by an authorized intermediary). With respect to shares held in “au nominatif” form, each shareholder may elect to give instructions directly to the issuer or its agent (“au nominatif pur”) or through an authorized intermediary with which it has opened a securities account (“nominatif administré”). The accounts on which shares are held in any such forms (“nominatif pur,” “nominatif administré,” “au porteur”) are collectively referred to as the French Register.

Each shareholder will have the option to have its shares registered on the U.S. Register or on the French Register and, in the latter case, to have its shares held in “au nominatif” or in “au porteur” form.

Immediately following completion of the Transfer of Corporate Seat, all shares will continue to be registered on the U.S. Register. Any shares that are registered by a shareholder on the French Register following completion of the Transfer of Corporate Seat will not be eligible to be traded on the NYSE.

Any shareholder seeking to transfer its shares from one register to another will have to give proper instructions, at its own cost, to its broker or the Company, as the case may be. Any such transfer is optional and shareholders will not be required to make any changes. If there are no changes, shares will continue to be held as their currently are and no shareholder action is needed or required. See “—Stock Exchange Listing.”

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Stock Exchange Listing

Our ordinary shares are listed on the NYSE under the symbol “CSTM.” We intend to continue to maintain listings under the symbol “CSTM.” We will seek, and expect to receive, approval from the NYSE to trade the common shares of Constellium SE under the same symbol after completion of the Transfer of Corporate Seat. On June 17, 2019, we filed a technical original listing application with the NYSE relating to the common shares of Constellium SE to be traded after the completion of the Conversion and subsequently the Transfer of Corporate Seat, which application the NYSE subsequently authorized.

After the completion of the Transfer of Corporate Seat, shares of the Company may be registered either on the U.S. Register maintained by Computershare or on the French Register. See “—Holdings of Ordinary Shares after the Completion of the Transfer of Corporate Seat.” Immediately following completion of the Transfer of Corporate Seat, all shares will continue to be registered on the U.S. Register. After the completion of the Transfer of Corporate Seat, shareholders have the option of transferring their shares from the U.S. Register to the French Register. Any such transfer is optional and shareholders will not be required to make any changes. Any shares that are registered by a shareholder on the French Register following completion of the Transfer of Corporate Seat will not be eligible to be traded on the NYSE.

Financial, Tax and Accounting Impact of the Transaction on the Company

The Transaction is expected to have the following financial and accounting impacts:

One-Time Impact of the Transaction on the Company

Going-Forward Impact of the Transaction on the Company

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Accounting Treatment of the Transaction

The Transaction will have no effect on our consolidated financial statements prepared under IFRS.

Material Tax Consequences for Shareholders

For a detailed discussion of the material Dutch, French and U.S. federal tax consequences of the Transaction for our shareholders, see “Material Tax Considerations of the Transfer of Corporate Seat.”

The tax consequences that the Transaction will have for you will depend upon the facts of your situation. You should consult your own tax advisors for a full understanding of the tax consequences for you of the Transaction.

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BACKGROUND OF THE TRANSACTION AND RELATED MATTERS

This section summarizes the key background leading to our Board’s recommendation in favor of the Transaction.

Beginning in the second quarter of 2016, as part of the Company’s ongoing efforts to improve efficiency and shareholder value, the Company began assessing the costs and benefits associated with maintaining its corporate seat in the Netherlands and, alternatively, of transferring its corporate seat to another jurisdiction. Since 2016, the Board has engaged various financial and legal advisors and met with such advisors and the Company’s management to review and assess the potential value to shareholders of various courses of action with respect to the corporate seat of the Company. Throughout this time, the Board has considered ongoing changes to economic, legal and political circumstances in various countries and regions in evaluating the course of action that would be in the best interests of the Company and its shareholders. The Board and the Company’s management team, together with their advisors, considered the costs and benefits of various courses of action, including transferring the Company’s corporate seat to several possible locations (including France, Switzerland, the United States, which are locations where the Company has significant operations and that offered the greatest opportunities to reduce costs and increase tax savings) and alternatively remaining in the Netherlands. Such considerations included, but were not limited to:

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On July 27, 2017, in a press release announcing the Company’s second quarter 2017 results, the Company announced its intent to transfer its corporate seat to Paris, France and delist from Euronext Paris to simplify the Company’s corporate structure and reduce costs. The press release explained that the Company expected these actions to enable it to reduce its corporate cost structure and to benefit from additional potential tax savings. However, before and after this announcement, the Board and the Company’s management and advisors considered ongoing events and developments, including some outside of the Company’s control, such as ongoing economic conditions and political developments (such as elections in potential target countries) and revisions to corporate code, including the tax code, in potential target countries.

Throughout 2018 and in 2019, the Board revisited the announced intent to transfer the Company’s corporate seat to France in light of such changed circumstances. In consultation with management and advisors, the Board re-considered relative costs, corporate governance issues, tax considerations, corporate flexibility, listing considerations, shareholder perception and the ability to participate in certain indices, the risks associated with domiciliation in each jurisdiction, the costs associated with losing foreign private issuer status in the case of a transfer of the Company’s corporate seat to the United States, fees associated with a transfer of corporate seat transaction, and other considerations. The Board also considered the relative timelines and processes associated with a transfer of the Company’s corporate seat to France as compared to a transfer of the Company’s corporate seat to the United States.

Having considered over a two-year period the risks and potential costs and benefits of remaining a Dutch NV or transferring the corporate seat of the Company to another jurisdiction, on April 9, 2019 the Board determined that it was in the best interests of the Company and its shareholders to undertake the Conversion and the Transfer of Corporate Seat. The Board unanimously approved the Conversion, subject to the enactment of the Pacte Act and its coming into force, and also authorized the Company to take certain steps to prepare for the Transfer of Corporate Seat, which the Board considered but did not formally approve at such time.

After the enactment of the Pacte Act and the entry into force of its Article 198 on June 10, 2019, the Board approved the Transfer of Corporate Seat on June 13, 2019. See “The Transaction—Holdings of Ordinary Shares after the Completion of the Transfer of Corporate Seat” for additional information with respect to the Pacte Act. See “Important Considerations for Shareholders” for additional discussion about the potential benefits of the Transaction.

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IMPORTANT CONSIDERATIONS FOR SHAREHOLDERS

Key Benefits of the Transaction

The Transaction provides the following key benefits to the Company and its shareholders:

Corporate Benefits

The Company estimates that the Transfer of Corporate Seat would result in the savings of approximately €2 million per year. Such annual costs include the Company’s office in Amsterdam, compliance costs, audit fees, fees related to other advisors, and costs of maintaining Dutch SE.

The Company does not expect the Transfer of Corporate Seat to affect the listing of its ordinary shares on the NYSE. See “The Transaction—Stock Exchange Listing.”

Tax Benefits

The Company became publicly traded with its corporate seat in the Netherlands at a time when it was under private equity ownership. As a public limited liability company, the Company has continuously evaluated the tax benefits and detriments of Dutch residency as compared with residency in other jurisdictions, including France. The Company believes that French tax residency (which will result from the successful completion of the Transfer of Corporate Seat) would be desirable as compared with Dutch or other alternatives. The Company itself is a holding company that incurs interest and other types of expenses. These expenses are not able to reduce corporate income tax in an efficient manner while the Company is a Dutch resident. The Company believes that these expenses will be more efficiently absorbed for tax purposes if the Company is a French tax resident, as such costs will be incurred in France, and as a result of the French tax group in place, can be offset against the income generated by the Company’s French operating subsidiaries. We anticipate that such offsetting, possible only after the completion of the Transfer of Corporate Seat, would result in savings for the Company.

Further, the Company believes that it will secure the benefits of the income tax treaty (including a reduced rate of withholding on dividends paid by a U.S. subsidiary to the Company) between France and the United States if the Company becomes a French tax resident. Such benefits would facilitate intercompany cash flows.

Consequences if the Transfer of Corporate Seat Is Not Completed

If the Transfer of Corporate Seat is not completed, the Company would remain an SE domiciled in the Netherlands. The Company would continue to be subject to Dutch corporate and tax law. The Company’s Articles of Association would remain in place, and shareholders will have the same rights and privileges as prior to the filing of this Prospectus.

As a Dutch SE, we are required to maintain an office and corporate structure in the Netherlands. Maintaining the Company’s office and corporate structure in the Netherlands generates costs of approximately €2 million, which we estimate are comparable to the costs that would occur if the Company’s office were located in France. Such costs, as well as interest expenses and other types of expenses incurred in the Netherlands, cannot be offset against income generated by the Company’s French operating subsidiaries, as opposed to the offsetting and savings for the Company that could be achieved after the completion of the Transfer of Corporate Seat.

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Continuation of NYSE Listings

Following the Transfer of Corporate Seat, our securities will continue to be quoted on the NYSE in the form of ordinary shares. We will seek, and expect to receive, approval from the NYSE to trade the common shares of Constellium SE under the same symbol after effectiveness of the Transfer of Corporate Seat. Only shares registered on the U.S. Register in the name of Cede & co will be eligible for direct trading on the NYSE.

Shareholders will continue to hold the same number of ordinary shares in the Dutch SE and in the French SE (if the Transfer of Corporate Seat is completed) as they held before the Transfer of Corporate Seat was completed. The current certificates and holding statements evidencing ordinary share will continue to evidence the same number and kind of securities following completion of the Transfer of Corporate Seat.

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CONSEQUENCES FOR SHAREHOLDERS OF THE TRANSFER OF CORPORATE SEAT

This section provides further details about the proposed Transfer of Corporate Seat to Paris, France from Amsterdam, the Netherlands, including a summary of the key legal differences between the corporate codes of the Netherlands and France and a description of the French SE’s ordinary shares. As of June 28, 2019, we have completed the Conversion and are now registered with the Dutch Trade Register as Constellium SE, a European company governed by the laws of the Netherlands with its corporate seat located in the Netherlands. See “The Transaction.”

If approved by shareholders at the Transfer EGM and, subsequently effected, the Transfer of Corporate Seat will result, without any action on the part of the shareholder, in every issued ordinary share of the Dutch SE automatically becoming a French SE share on a one-to-one basis. Upon the effectiveness of the Transfer of Corporate Seat, the Company will no longer be governed by the laws of the Netherlands and the Articles of Association of the Dutch SE, but will be governed by the laws of France and the Proposed French Articles to be adopted at the Transfer EGM. The Transfer of Corporate Seat will result in changes to the rights of shareholders and the governance of the Company, as set forth in greater detail below.

Summary of Material Differences between Dutch and French Corporate Law

The table below summarizes a comparison between Dutch and French Corporate law including the material differences between a Dutch SE and a French SE and the rights of shareholders in the event the Transfer of Corporate Seat is approved and completed. The summary is not an exhaustive list of all the differences or a complete description of the differences described, and reference is made to the Articles of Association of the Dutch SE and form of Proposed French Articles of the French SE that are filed as exhibits to the registration statement of which this Prospectus forms a part, and are incorporated herein by reference. See “Where You Can Find Additional Information.”

The authorized share capital of the Dutch SE is currently 400,000,000 ordinary shares of par value of €0.02 per ordinary share. French law does not recognize the concept of authorized capital. Following the Transfer of Corporate Seat to Paris, any capital increase will have to be decided at an extraordinary shareholders’ meeting of the Company.

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Corporate Governance following the Transfer of Corporate Seat

As a foreign private issuer listed on the NYSE, we are subject to NYSE corporate governance listing standards. However, NYSE rules permit a foreign private issuer like us to follow the corporate governance practices of its home country. Following the Transfer of Corporate Seat, we intend to rely on the NYSE Listed Company Manual with respect to our corporate governance to the extent possible under French law. The

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following are the significant ways in which our corporate governance practices are anticipated to differ from those required for U.S. companies listed on the NYSE following the Transfer of Corporate Seat.

The foregoing requirements also apply to agreements between the Company and another company if one of the Company’s directors is the owner or a general partner, manager, director, general manager or member of the executive or supervisory board of the other company, as well as to agreements in which one of the Company’s directors has an indirect interest.

Aside from the foregoing requirements, there are no specific provisions prohibiting conflicted directors to participate or vote at a Board meeting. However, as a general rule under French law, directors must act in the interest of the Company.

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The NYSE Listed Company Manual does not specify who should review related party transactions, but suggests that an audit committee or other comparable body may be appropriate.

accounts and which will be prepared in accordance with French GAAP because the French SE is a French company. Because the French SE is a holding company and will have no operations of its own, it will be dependent on dividends or other distributions received from its subsidiaries, including debt service payments, to fund any cash dividends.

Cash dividends and other distributions that have not been collected within five years after the date on which they became due and payable will revert to the French State.

We have historically not paid dividends to our shareholders.

Under French law, dividends are approved by the shareholders’ meeting. Dividends may only be paid by a French Societas Europaea out of “distributable profits,” plus any distributable reserves and “distributable premium” that the shareholders decide to make available for distribution, other than those reserves that are specifically required by law.

“Distributable profits” consist of the unconsolidated net profits of the relevant company for each fiscal year, as increased or reduced by any profit or loss carried forward from prior years.

“Distributable premium” refers to the contribution paid by the shareholders in addition to the par value of their shares for their subscription that the shareholders decide to make available for distribution.

Except in the case of a share capital reduction, no distribution can be made to the shareholders when the net equity is, or would become, lower than the amount of the share capital plus the reserves which cannot be distributed in accordance with the law or the by-laws.

Dividends may be paid in cash or, if the shareholders’ meeting so decides, in kind, provided that all the shareholders receive a whole number of assets of the same nature paid in lieu of cash.

The Proposed French Articles provide that each shareholder may be given the choice to receive his dividend in cash or in shares subject to a decision of the shareholders’ meeting taken by ordinary resolution.

The Board may distribute interim dividends after the end of the fiscal year but before the approval of the financial statements for the relevant fiscal year when the interim balance sheet, established during such year and certified by an auditor, reflects that the company has earned distributable profits since the close of the last financial year, after recognizing the necessary depreciation and provisions and after deducting prior losses, if any, and the sums to be allocated to reserves, as required by French law or by-laws, and including any retained earnings.

The amount of such interim dividends may not exceed the amount of the profit so defined.

According to the Proposed French Articles, distributions payable in cash shall be approved in euros and paid (i) in euros for all the holders of shares under the French Register and (ii) in USD for all the holders of shares under the U.S. Register. For the purposes of the payment of the dividend in dollars, the general shareholders’ meeting or, as the case may be, the Board, shall set the reference date to be considered for the exchange rate EUR/USD.

Rights upon Liquidation

In the event of the French SE’s dissolution and liquidation, and after the French SE has paid all debts and liquidation expenses, all assets available for distribution shall be distributed to French SE’s holders of shares pro rata based on the amount paid upon the shares held by such holders.

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Voting Rights

All shares issued will have the right to one vote for each share held on every matter submitted to a vote of the shareholders.

French law and Proposed French Articles currently do not impose any limitations on the rights of persons who are not residents of France to hold or vote shares solely as a result of such non-resident status.

Shareholders’ Meetings

Each shareholder has the right to attend general meetings of shareholders, either in person or by proxy, to address general meetings and to exercise voting rights, subject to the provisions of the Proposed French Articles.

According to the Proposed French Articles:

The right to participate in a shareholders’ meeting is granted to all the shareholders whose shares are fully paid up and for whom a right to attend shareholders’ meetings has been established by registration of their shares in their names or name of the authorized intermediary acting for their account on the French Record Date, either in the registered shares accounts held by the Company (or an agent acting on its behalf) or in the bearer shares accounts held by the authorized intermediary.

If the Transfer of Corporate Seat is approved and completed, shareholders holding shares registered on the U.S. Register (which include all shares which are listed on the NYSE, held through a DTC participant and shares directly recorded in the name of their holder with Computershare) will continue to vote through a process similar to the one currently in place, with the following main differences:

Shareholders who purchase shares between the U.S. Record Date and the French Record Date will be entitled to participate and vote at the shareholders’ meeting as long as they continue to be shareholders on the French Record Date. However, given the short time between the French Record Date and the shareholders’ meeting date, shareholders as of the French Record Date may not have received the notices and information received by shareholders holding shares registered on the U.S. Register as of the U.S. Record Date. To the extent

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that shareholders as of the U.S. Record Date have sent voting instructions and sold or otherwise transferred their shares as of the French Record Date, such voting instructions will be invalidated or modified by the Company, as the case may be, in accordance with Articles R. 225-85 and R. 225-86 of the French Commercial Code.

Share-Based Compensation

As of the date of this document, our only outstanding share-based compensation plan is the Constellium N.V. 2013 Equity Incentive Plan (the “Plan”). The principal purposes of the Plan are to focus directors, officers and other employees and consultants on business performance that creates shareholder value, to encourage innovative approaches to the business of the Company and to encourage ownership of our ordinary shares by directors, officers and other employees and consultants. The Plan is also intended to recognize and retain our key employees and high potentials needed to sustain and ensure the Company’s future and business competitiveness.

The Plan provides for a variety of awards, including “incentive stock options” (within the meaning of Section 422 of the Code) (“ISOs”), nonqualified stock options, stock appreciation rights (“SARs”), restricted stock, restricted stock units, performance units, other stock-based awards or any combination of those awards. To date, we have only awarded restricted stock units and performance units under the Plan.

The Plan provides that awards may be made under the Plan for 10 years following the Board’s approval of the Plan in 2013. We have reserved a total of 14,292,291 ordinary shares (of which 7,292,291 ordinary shares were originally reserved, as well as 7,000,000 ordinary shares that were reserved in the 2018 Share Authorization) to be awarded under the Plan. The number of ordinary shares authorized and available is subject to adjustment in certain circumstances to prevent dilution or enlargement.

The Plan and the unused portion of the ordinary shares will remain in effect following the Conversion. At the Transfer EGM, we intend to seek ratification of the 2018 Share Authorization in order to make new awards under the Plan following the Transfer of Corporate Seat. Awards made following such ratification and transfer will be subject to compliance with mandatory provisions of the French Commercial Code that are expected to apply, as further described below.

Administration

The Plan is currently administered by the human resources and remuneration committee of our Board (the “remuneration committee”). The Board or the remuneration committee may delegate administration to one or more members of our Board. The remuneration committee has the power to interpret the Plan and to adopt rules for the administration, interpretation and application of the Plan according to its terms. The remuneration committee will determine the number of our ordinary shares that will be subject to each award granted under the Plan and may take into account the recommendations of our senior management in determining the award recipients and the terms and conditions of such awards. Subject to certain exceptions as may be required pursuant to Rule 16b-3 under the Exchange Act, if applicable, our Board may at any time and from time to time exercise any and all rights and duties of the remuneration committee under the Plan.

These powers will remain unchanged following the Conversion until the Transfer of Corporate Seat. Following the Transfer of Corporate Seat, in accordance with the French Commercial Code:

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Management intends to exercise its powers in accordance with the policies fixed from time to time by the Board.

Eligibility

Certain directors, officers, employees and consultants are currently eligible to be granted awards under the Plan. Our remuneration committee determines:

Our remuneration committee currently has the discretion, subject to the limitations of the Plan and applicable laws, to grant ISOs (except that only our employees may be granted ISOs), nonqualified stock options, SARs, restricted stock, restricted stock units, performance units, other stock-based awards or any combination of those awards, and this will continue following the Conversion.

These powers will remain unchanged following the Conversion until the Transfer of Corporate Seat. Following the Transfer of Corporate Seat, the power to make new grants and set their terms will be as described above under “—Administration.” Furthermore, in accordance with the French Commercial Code, following the Transfer of Corporate Seat, the Company will no longer be permitted to grant restricted stock, and only officers (including the CEO (“Directeur Général”) and the chairman (“Président”) of the Board, in their respective capacities) and employees will be eligible to receive share-settled awards. Non-executive members of the Board will no longer be eligible to receive awards that are to be settled with shares.

Stock Options

Subject to the terms and provisions of the Plan, stock options to purchase our ordinary shares may be granted to eligible individuals at any time and from time to time as determined by our remuneration committee. Stock options may be granted as ISOs, which are intended to qualify for favorable treatment to the recipient under U.S. federal tax law, or as nonqualified stock options, which do not qualify for this favorable tax treatment. Subject to the limits provided in the Plan, our remuneration committee currently has the authority to determine the number of stock options granted to each recipient. Each stock option grant is evidenced by a stock option agreement that specifies the stock option exercise price, whether the stock options are intended to be incentive stock options or nonqualified stock options, the duration of the stock options, the number of shares to which the stock options pertain and such additional limitations, terms and conditions as our remuneration committee may determine.

Our remuneration committee determines the exercise price for each stock option granted, except that the stock option exercise price may not be less than 100% of the fair market value of an ordinary share on the date of grant. All stock options granted under the Plan expire no later than ten years from the date of grant. Stock options are nontransferable except by will or by the laws of descent and distribution or, in the case of nonqualified stock options, as otherwise expressly permitted by our remuneration committee. The granting of a stock option does not accord the recipient the rights of a shareholder, and such rights accrue only after the exercise of a stock option and the registration of ordinary shares in the recipient’s name.

These powers and terms will remain unchanged following the Conversion until the Transfer of Corporate Seat. Following the Transfer of Corporate Seat, stock options may only be granted if the Company’s shareholders specifically authorize the Board to make such grants. We do not intend to request such authorization at the Transfer EGM, but may do so at a future date.

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Stock Appreciation Rights

Our remuneration committee in its discretion may currently grant SARs under the Plan. SARs may be “tandem SARs,” which are granted in conjunction with a stock option, or “free-standing SARs,” which are not granted in conjunction with a stock option. A SAR entitles the holder to receive from us, upon exercise, an amount equal to the excess, if any, of the aggregate fair market value of a specified number of our ordinary shares to which such SAR pertains over the aggregate exercise price for the underlying shares. The exercise price of a free-standing SAR may not be less than 100% of the fair market value of an ordinary share on the date of grant.

A tandem SAR may be granted at the grant date of the related stock option. A tandem SAR may be exercised only at such time or times and to the extent that the related stock option is exercisable and has the same exercise price as the related stock option. A tandem SAR terminates or is forfeited upon the exercise or forfeiture of the related stock option, and the related stock option terminates or is forfeited upon the exercise or forfeiture of the tandem SAR.

Each SAR is evidenced by an award agreement that specifies the exercise price, the number of ordinary shares to which the SAR pertains and such additional limitations, terms and conditions as our remuneration committee may determine. We may make payment of the amount to which the participant exercising the SARs is entitled by delivering ordinary shares, cash or a combination of stock and cash as set forth in the award agreement relating to the SARs. SARs are not transferable except by will or the laws of descent and distribution or, with respect to SARs that are not granted in “tandem” with a stock option, as expressly permitted by our remuneration committee.

These powers and terms will remain unchanged following the Conversion until the Transfer of Corporate Seat. Following the Transfer of Corporate Seat, the power to make new grants of free-standing SARs and set their terms will be as described above under “—Administration” with respect to cash-settled awards. No tandem SARs may be granted unless the shareholders specifically authorize the Board to make grants of stock options, as described above under “—Stock Options”.

Restricted Stock

The Plan currently provides for the award of ordinary shares that are subject to forfeiture and restrictions on transferability to the extent permitted by applicable law and as set forth in the Plan, the applicable award agreement and as may be otherwise determined by our remuneration committee. Except for these restrictions and any others imposed by our remuneration committee to the extent permitted by applicable law, upon the grant of restricted stock, the recipient will have rights of a shareholder with respect to the restricted stock, including the right to vote the restricted stock and to receive all dividends and other distributions paid or made with respect to the restricted stock on such terms as set forth in the applicable award agreement. During the restriction period set by our remuneration committee, the recipient is prohibited from selling, transferring, pledging, exchanging or otherwise encumbering the restricted stock to the extent permitted by applicable law.

These powers and terms will remain unchanged following the Conversion until the Transfer of Corporate Seat. Following the Transfer of Corporate Seat, under the terms of the French Commercial Code, the Company will no longer be permitted to grant restricted stock.

Restricted Stock Units

The Plan authorizes our remuneration committee to grant restricted stock units. Restricted stock units are not ordinary shares and do not entitle the recipient to the rights of a shareholder, although the award agreement may provide for rights with respect to dividend equivalents. The recipient may not sell, transfer, pledge or otherwise encumber restricted stock units granted under the Plan prior to their vesting. Restricted stock units may be settled in cash, ordinary shares or a combination thereof as provided in the applicable award agreement, in an amount based on the fair market value of an ordinary share on the settlement date.

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These powers and terms will remain unchanged following the Conversion until the Transfer of Corporate Seat. Following the Transfer of Corporate Seat, the Board will have exclusive power to make new grants of restricted stock units and set their terms, in accordance with the French Commercial Code and as described above under “—Administration” and “—Eligibility” with respect to share-settled awards.

Performance Units

The Plan currently provides for the award of performance units that are valued by reference to a designated amount of cash or to property other than ordinary shares. The payment of the value of a performance unit is conditioned upon the achievement of performance goals set by our remuneration committee in granting the performance unit and may be paid in cash, ordinary shares, other property or a combination thereof. Any terms relating to the termination of a participant’s employment will be set forth in the applicable award agreement.

These powers and terms will remain unchanged following the Conversion until the Transfer of Corporate Seat. Following the Transfer of Corporate Seat, the Board will have exclusive power to make new grants of performance units and set their terms, in accordance with the French Commercial Code and as described above under “—Administration” and “—Eligibility” with respect to share-settled awards. Furthermore, in accordance with the French Commercial Code, only officers and employees will be eligible to receive share-settled awards.

Other Stock-Based Awards

The Plan also currently provides for the award of ordinary shares and other awards that are valued by reference to our ordinary shares, including unrestricted stock, dividend equivalents and convertible debentures.

The power and ability to make such awards will remain unchanged following the Conversion until the Transfer of Corporate Seat. Following the Transfer of Corporate Seat, in accordance with the French Commercial Code, only officers and employees will be eligible to receive share-settled awards, and the power to make new grants and set their terms will be as described above under “—Administration” and “—Eligibility.”

Performance Goals

The Plan currently provides that performance goals may be established by our remuneration committee in connection with the grant of any award under the Plan.

The power and ability to set such goals will remain unchanged following the Conversion until the Transfer of Corporate Seat. Following the Transfer of Corporate Seat, the exercise of such power with respect to new awards will be subject to the allocation of powers to make new awards and set their terms as described above under “—Administration.”

Termination without Cause following a Change in Control

Upon a termination of employment of a Plan participant occurring upon or during the two years immediately following the date of a “change in control” (as defined in the Plan) by the Company without “cause” (as defined in the Plan), unless otherwise provided in the applicable award agreement, (i) all awards held by such participant will vest in full (in the case of any awards that are subject to performance goals, at target) and be free of restrictions, and (ii) any option or SAR held by the participant as of the date of the change in control that remains outstanding as of the date of such termination of employment may thereafter be exercised until (A) in the case of ISOs, the last date on which such ISOs would otherwise be exercisable or (B) in the case of nonqualified options and SARs, the later of (x) the last date on which such nonqualified option or SAR would otherwise be exercisable and (y) the earlier of (I) the second anniversary of such change in control and (II) the expiration of the term of such nonqualified option or SAR.

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With respect to new share-settled awards made following the Transfer of Corporate Seat, the Company’s ability to deliver shares will be subject to the minimum vesting and, if applicable, holding period requirements set forth under the French Commercial Code.

Amendment

Our Board or our remuneration committee may amend, alter or discontinue the Plan, but no amendment, alteration or discontinuation will be made that would materially impair the rights of a participant with respect to a previously granted award without such participant’s consent, unless such an amendment is made to comply with applicable law, including, without limitation, Section 409A of the Code, stock exchange rules or accounting rules. In addition, no such amendment will be made without the approval of the Company’s shareholders to the extent such approval is required by applicable law or the listing standards of the applicable stock exchange.

Application of the French Commercial Code

Following the Transfer of Corporate Seat, the French Commercial Code will apply to new share-settled grants and will require in particular that:

there must be a minimum period between grant and delivery of two years, or one year followed by a mandatory one year holding period, subject in both cases to exceptions for death and disability. Furthermore, the total number of shares that are subject to vesting plus the total number subject to mandatory holding at any given time may not exceed 10% of share capital.

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ACCOUNTING TREATMENT OF THE TRANSACTION

The Transaction will have no effect on our consolidated financial statements prepared under IFRS.

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MATERIAL TAX CONSIDERATIONS OF THE TRANSFER OF CORPORATE SEAT

French Tax Considerations

The information set out below is a summary of certain material French tax consequences arising in connection with (i) the Transfer of Corporate Seat and of (ii) the ownership and disposition of our shares as from the completion of the Transfer of the Corporate Seat.

This summary does not purport to be a comprehensive description of all the French tax considerations that may be relevant to a particular shareholder, and does not discuss tax considerations that arise from rules of general application or that are generally assumed to be known by investors. Investors may be subject to special tax treatment under any applicable law and this summary is not intended to be applicable in respect of all categories of owners of our ordinary shares. Furthermore, this summary does notably not include considerations related to (i) the taxation (other than by way of withholding) of dividends distributed by our company to French personal income tax or French corporate income tax, (ii) French estate tax, (iii) French gift or inheritance tax and (iv) the taxation in France of capital gains realized upon the disposal of the shares of our company.

This summary is based on the tax laws of France as currently in effect, as well as regulations, rulings and decisions of France or of its taxing and other authorities available in printed form now in effect, and as applied and interpreted by French courts, without prejudice to any amendments introduced at a later date and implemented with or without retroactive effect. All of the following is subject to change, which change could apply retroactively and could affect the continued validity of this summary.

Current and prospective owners of our shares are urged to consult their own tax advisors as to the French or other tax consequences of (i) the Transfer of Corporate Seat and (ii) the ownership and disposition of our ordinary shares following the effectiveness of the Transfer of the Corporate Seat.

French Tax Consequences of the Transfer of Corporate Seat

French tax consequences of the Transfer of Corporate Seat for the Company

Further to the Transfer of Corporate Seat, the Company will be subject to corporate income in France on income or loss (i) resulting from its businesses carried on in France, (ii) relating to real estate assets located in France, and (iii) whose taxation is attributed to France by international tax treaties.

Assets transferred from another EU country to France in connection with the transfer of the corporate seat of a company from that other EU country to France are recorded in the tax balance sheet of the company in France for their market value, assessed as at the date of the transfer of the corporate seat, to avoid future taxation of capital gains already taxed in the source country. For French tax purposes, capital gains and depreciation allowances on such assets are computed by reference to their market value as at the date of the transfer of corporate seat. In the case of our Company, considering the nature of the assets which will be transferred from the Netherlands to France (mainly receivables, cash and cash equivalents) in connection with the Transfer of Corporate Seat, if any, their net book value should correspond to their market value. Therefore, there should be no discrepancy between their value recorded in the tax balance sheet of the Company and their value recorded in the statutory accounts of the Company in France.

As the Transfer of Corporate Seat will not result in the winding up of the Company, no French corporate income tax should be due by the French permanent establishment of the Company upon completion of the Transfer of Corporate Seat, notably by reason of taxation of its profits of the current financial year, tax-deferred profits, built-in capital gains and reversal of provisions.

We have obtained confirmation from the French Revenue on November 27, 2018 that the Transfer of Corporate Seat will not trigger the termination of the New French Tax Group.

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French tax consequences of the Transfer of Corporate Seat for the French tax residents who own ordinary shares of the Company

In accordance with article 8 of the EC 2157, the transfer of the registered office of an SE to another Member State does not result in the winding up of the SE or in the creation of a new legal person.

In accordance with article 14 of Council Directive 2009/133/EC, the transfer of the registered office of an SE does not give rise to any taxation of the income, profits or capital gains of its shareholders.

The Transfer of Corporate Seat of the Company should therefore be tax neutral for its shareholders who are residents of a Member State.

French Withholding Tax Treatment of Dividends Distributed by the Company after the Completion of the Transfer of Corporate Seat

The comments below (i) relate exclusively to the situation of the shareholders holding ordinary shares of the Company registered on the U.S. Register and DTC-eligible and (ii) are notably based on the French Ruling. Any shareholder holding our ordinary shares in a different manner should seek advice from their tax advisor to determine the taxation mechanism applicable to them in connection with the shares of the Company.

In the case of a distribution of dividends by the Company, the French withholding tax treatment described below would apply subject to the French financial intermediary in its capacity as French paying agent of the dividends (such French paying agent and any of its successors acting in the same capacity, the “French Paying Agent”) being provided with the required information and documentation relating to the tax status of the shareholders. Failing that, the withholding tax would be levied at the rate of 30% (except in the case where the dividends are paid in non-cooperative States or territories within the meaning of article 238-0 A 1, 2 and 2 bis-1° of the FTC, in which case a 75% withholding tax would apply).

Any tax to be withheld at source will be calculated on the amount in euros of the distribution attributable to the shareholder.

Withholding tax on dividends paid to shareholders who are residents of France

French tax resident individuals

Personal income tax

The following would only apply to individual shareholders resident of France for tax purposes, holding their shares in the Company as part of their private estate, who do not hold their shares in the Company through an equity savings plan (plan d’épargne en actions or PEA), and who do not conduct stock market transactions under conditions similar to those which define an activity carried out by a person conducting such operations on a professional basis.

Under Article 117 quater of the FTC, subject to certain exceptions mentioned below, dividends paid to individuals who are French tax residents are subject to a withholding tax equal to 12.8% of the gross amount distributed. This withholding tax would be levied by the French Paying Agent.

However, individuals belonging to a tax household whose reference fiscal income, as defined in 1° of IV of Article 1417 of the FTC, for the second year preceding the year of payment of the dividends is less than €50,000 for taxpayers who are single, divorced or widowed, or €75,000 for couples filing jointly, may request an exemption from this withholding tax under the terms and conditions of Article 242 quater of the FTC, i.e., by providing to the French Paying Agent, no later than November 30 of the year preceding the year of the payment

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of the dividends, a sworn statement that their reference fiscal income shown on their taxation notice (avis d’imposition) issued in respect of the second year preceding the year of payment was below the above-mentioned taxable income thresholds. Taxpayers who acquire new shares after the deadline for providing the aforementioned exemption request could provide such exemption request to the French Paying Agent upon acquisition of such new shares pursuant to paragraph 320 of the administrative guidelines BOI-RPPM-RCM-30-20-10-20160711.

The taxpayer is then subject to income tax at a flat rate of 12.8% on the dividends (except if he elects to be taxed as the progressive income tax rates). The 12.8% withholding constitutes an installment on account of the taxpayer’s final income tax and is creditable against the final personal income tax due by the taxpayer with respect to the year during which it is withheld, the surplus, if any, being refunded to the taxpayer. Shareholders concerned should seek advice from their usual tax advisor to determine the taxation mechanism applicable to them in connection with the shares of the Company.

Moreover, regardless of the shareholder’s tax residence or place of residence, pursuant to Article 119 bis 2 of the FTC, if dividends are paid outside France in a non-cooperative State or territory within the meaning of Article 238-0 A 1, 2 and 2 bis-1° of the FTC, a 75% withholding tax would be applicable on the gross dividend distributed unless the shareholder provides evidence that the distributions have neither the object nor the effect to enable, for tax evasion purpose, the location of income in such a State or territory.

Relevant shareholders are advised to consult their usual tax advisor to determine the method by which this withholding tax will be credited against the amount of their income tax.

Social security contributions

Whether or not the 12.8% withholding tax described above is applicable, the gross amount of the dividends paid by the Company to French tax resident individuals would also be subject to social security contributions at an overall rate of 17.2%, which breaks down as follows:

The social security contributions are levied in the same manner as the 12.8% withholding tax described above.

French tax resident entities which are subject to corporate income tax under standard conditions

Dividends paid by the Company to legal entities that are French tax residents will not, in principle, be liable to any withholding tax.

However, if the dividends distributed by the Company are paid outside France in a non-cooperative State or jurisdiction within the meaning of Article 238-0 A 1, 2 and 2 bis-1° of the FTC, a 75% withholding tax will apply, unless the concerned shareholder provides evidence that the distributions have neither the object nor the effect to enable, for tax evasion purpose, the location of income in such a State or territory.

Shareholders are advised to consult their usual tax advisor to determine the tax regime that will apply to their own situation.

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Other French tax residents

French tax resident shareholders who are in a different situation than those described above should seek professional advice from their usual tax advisor as to the tax treatment that will apply to their own situation.

Withholding tax on dividends paid to shareholders who are not resident of France

Dividends paid after the completion of the Transfer of Corporate Seat to non-residents of France for French tax purposes would generally be subject to French withholding tax at a rate of (i) 12.8% on payments to individuals, (ii) 15% on payments to not-for-profit organizations which have their head office in a Member State of the European Union or in another State party to the European Economic Area Agreement which has entered into a convention on administrative assistance with France to fight tax evasion and fraud, and (iii) 30% until December 31, 2019, 28% as from January 1, 2020, 26.5% as from January 1, 2021, 25% as from January 1, 2022, on payments to legal persons or organizations other than those mentioned under (ii). The withholding tax rate would be increased to 75% on dividends paid by a French corporation in a non-cooperative State or territory within the meaning of Article 238-0 A 1, 2 and 2 bis-1° of the FTC, unless the concerned shareholder provides evidence that the distributions have neither the object nor the effect to enable, for tax evasion purpose, the location of income in such a State or territory.

Double tax treaties entered into between France and the States of residence of shareholders may provide for an exemption or a reduction of the French dividend withholding tax, subject to (i) certain requirements set forth therein being met and (ii) the shareholders duly completing and providing the required information and documentation. The exemptions or reduced rates of withholding tax provided for in double tax treaties may be applied to the benefit of the shareholders of our company, as effective beneficiaries of the income, as if they held directly our shares, provided that they are identified and are entitled to the benefits provided by the double tax treaty which they avail themselves.

Dividends paid to eligible shareholders may be subject to the reduced rates from the outset provided, as the case may be, by the applicable double tax treaties if the French Paying Agent has received before the date of payment of the dividend the required information and documentation.

Shareholders who failed to file the required information and documentation with the French Paying Agent prior to the payment of the dividend may claim to the French tax authorities or the French Paying Agent the refund of the excess withholding tax by filing such information and documentation before December 31 of the second calendar year following the year during which the dividend is paid.

French Financial Transaction Tax and Registration Duties on Disposition of our Shares further to the Transfer of Corporate Seat

French financial transaction tax

The comments below (i) relate exclusively to the book-entry transfers of our ordinary shares within DTC and (ii) are notably based on the French Ruling.

Pursuant to Article 235 ter ZD of the FTC, purchases of equity instruments or similar securities (such as American Depositary Receipts) of a French company listed on a regulated market of the EU or on a foreign regulated market formally recognized as such by the AMF are subject to a 0.3% French tax on financial transactions provided that the issuer’s market capitalization exceeds 1 billion euros as of December 1 of the year preceding the taxation year.

The NYSE is not formally recognized as a foreign regulated market by the AMF.

In its Decision of 13 December 2017 on the equivalence of the legal and supervisory framework of the United States of America for national securities exchanges and alternative trading systems in accordance with

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Directive 2014/65/EU of the European Parliament and of the Council, the European Commission decided that for the purposes of Article 23, paragraph 1, of Regulation (EU) No 600/2014, the legal and supervisory framework of the United States applicable to the NYSE are considered equivalent to the requirements applicable to regulated markets, within the meaning of Directive 2014/65/EU, as they result from Regulation (EU) No 596/214, Title III of Directive 2014/65/EU, Title II of Regulation (EU) No 600/2014 and Directive 2004/109/EC, together with effective supervision and sanctions regime.

Article 198 of the Pacte Act came into force on June 10, 2019 and modified Article L. 228-1 paragraph 7 of the French Commercial Code to allow an intermediary to be registered as the “registered intermediary” (intermédiaire inscrit) on behalf of any holders of shares of companies which are admitted to trading solely on a market in a non-EU country considered equivalent to a regulated market pursuant to paragraph (a) of Article 25(4) of Directive EC2014/65/EU (which includes the NYSE).

The French financial transaction tax will not be due on the purchases of ordinary shares of the Company as long as the NYSE is not a foreign regulated market formally recognized as such by the AMF and Article 235 ter ZD of the FTC is not modified.

French registration duties

The comments below (i) relate exclusively to the book-entry transfers of our ordinary shares within DTC and (ii) are notably based on the French Ruling.

Transfers of shares issued by a French corporation for consideration are generally subject to registration duties at the rate of 0.1% (i) when the French corporation is listed on a regulated market within the meaning of Article L 421-1 of the French Monetary Code, on a multilateral trading facility within the meaning of Article L 424-1 of the French Monetary Code, or on any foreign equivalent market operating under similar conditions, when the transfer is evidenced by a written agreement, and (ii) when the French corporation is not listed on any the above mentioned markets, irrespective of whether the transfer is evidenced by a written agreement.

The NYSE has been considered equivalent to a regulated market pursuant to paragraph (a) of Article 25(4) of Directive EC2014/65/EU. Thus, we believe that the NYSE should be deemed to be a foreign market operating under similar conditions to regulated markets within the meaning of Article L 421-1 of the French Monetary Code or multilateral trading facilities within the meaning of Article L 424-1 of the French Monetary Code. (See “Material tax considerations of the transfer of corporate seat—French Tax Considerations—French Financial Transaction Tax and Registration Duties on Disposition of our Shares further to the Transfer of Corporate Seat—French financial transaction tax.”)

Therefore, the following transactions on ordinary shares of the Company should not give rise to the duty provided for in Article 726 of the FTC:

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French withholding tax treatment of the sale or other disposition of the rights on our ordinary shares further to the Transfer of Corporate Seat

French tax residents

No French withholding tax will apply on the sale, exchange, repurchase or redemption (other than redemption proceeds which may, under certain circumstances be partially or fully characterized as dividends under French domestic tax law or administrative guidelines) of their rights on the ordinary shares of the Company by French tax residents.

Non-French tax residents

A shareholder who is not a French resident for French tax purposes will not be subject to French tax on capital gain from the sale, exchange, repurchase or redemption (other than redemption proceeds which may, under certain circumstances be partially or fully characterized as dividends under French domestic tax law or administrative guidelines) of its rights on the ordinary shares of the Company, unless (i) the shareholder is domiciled, established or incorporated out of France in a non-cooperative State or territory as defined in Article 238-0 A 1, 2 and 2 bis-1° of the FTC, (ii) the rights on the shares of the Company form part of the property of a permanent establishment that the shareholder has in France or (iii) the shareholder has held, directly or indirectly, at any time during the past years preceding the date of disposal, and as relates to individuals together with his spouse, ascendants and descendants, rights to more than 25% of the profits of the Company.

Dutch Tax Considerations

General

The information set out below is a summary of certain material Dutch tax consequences in connection with the acquisition, ownership and disposition of our ordinary shares. This summary does not purport to be a comprehensive description of all the Dutch tax considerations that may be relevant to a particular shareholder. Such holders may be subject to special tax treatment under any applicable law and this summary is not intended to be applicable in respect of all categories of holders of our ordinary shares.

This summary is based on the tax laws of the Netherlands as in effect on January 1, 2019, as well as regulations, rulings and decisions of the Netherlands or of its taxing and other authorities available in printed form on or before such date and now in effect, and as applied and interpreted by Netherlands courts, without prejudice to any amendments introduced at a later date and implemented with or without retroactive effect. All of the foregoing is subject to change, which change could apply retroactively and could affect the continued validity of this summary.

For Dutch tax purposes, a shareholder may include an individual who, or an entity that, does not have the legal title to our ordinary shares, but to whom nevertheless our ordinary shares are attributed based either on such individual or entity holding a beneficial interest in our ordinary shares or based on specific statutory provisions, including statutory provisions pursuant to which our ordinary shares are attributed to an individual who is, or who has directly or indirectly inherited from a person who was, the settlor, grantor or similar originator of a trust, foundation or similar entity that holds our ordinary shares, such as the separated private assets (afgezonderd particulier vermogen) provisions of the Dutch Income Tax Act 2001 (Wet inkomstenbelasting 2001) and the Dutch Gift and Inheritance Tax Act 1956 (Successiewet 1956).

Because it is a general summary, (prospective) holders of our ordinary shares should consult their own tax advisors as to the Dutch or other tax consequences of the acquisition, holding and disposition of the ordinary shares including, in particular, the application to their particular situations of the tax considerations discussed below, as well as the application of foreign or other tax laws.

This summary does not describe any tax consequences arising under the laws of any taxing jurisdiction other than the Netherlands in connection with the acquisition, ownership and disposition of our ordinary shares.

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All references in this summary to the Netherlands and to Netherlands or Dutch law are to the European part of the Kingdom of the Netherlands and its law, respectively, only. In addition, any reference hereafter made to a treaty for the avoidance of double taxation concluded by the Netherlands, includes the Tax Arrangement for the Kingdom of the Netherlands (Belastingregeling voor het Koninkrijk), the Tax Arrangement the Netherlands—Curacao (Belastingregeling Nederland—Curacao), the Tax Arrangement for the country of the Netherlands (Belastingregeling voor het land Nederland) and the Tax Arrangement the Netherlands—St. Maarten (Belastingregeling Nederland—St. Maarten).

References in this summary to ‘withholding tax’ refer to the Dutch dividend withholding tax only.

This summary is not intended for any shareholder who:

Generally a shareholder will have a substantial interest in us in the meaning of paragraph (vi) above if he holds, alone or together with his partner (statutorily defined term), whether directly or indirectly, the ownership of, or certain other rights over shares representing 5% or more of our total issued and outstanding capital (or the issued and outstanding capital of any class of our shares), or rights to acquire shares, whether or not already issued, which represent at any time 5% or more of our total issued and outstanding capital (or the issued and outstanding capital of any class of our shares) or the ownership of certain profit participating certificates that relate to 5% or more of the annual profit and/or to 5% or more of the liquidation proceeds of us. A shareholder will also have a substantial interest in us if one of certain relatives of that holder or of his partner (a statutory defined term) has a substantial interest in us.

If a shareholder does not have a substantial interest, a deemed substantial interest will be present if (part of) a substantial interest has been disposed of, or is deemed to have been disposed of, without recognizing taxable gain.

Dutch Tax Considerations before the Transaction

Dividend Withholding Tax

General

The Netherlands levies dividend withholding tax on proceeds from shares, profit participating rights and hybrid loans derived from Dutch resident entities with capital stock. Dividends paid on our ordinary shares to a holder of ordinary shares are generally subject to Dutch dividend withholding tax.

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Generally, the dividend withholding tax will not be borne by us, but we will withhold from the gross dividends paid on our ordinary shares. A 15% Dutch dividend withholding tax will in principle be levied on the gross amount of dividend. The term “dividends” for this purpose includes, but is not limited to:

Dutch Residents

Dutch Dividend Withholding Tax

A holder of our ordinary shares who is, or who is deemed to be, resident in the Netherlands for purposes of Dutch taxation can generally credit the dividend withholding tax against his Dutch income tax or Dutch corporate income tax liability and is generally entitled to a refund of dividend withholding taxes exceeding his aggregate Dutch income tax or Dutch corporate income tax liability, provided certain conditions are met, unless such holder of our ordinary shares is not considered to be the beneficial owner (uiteindelijk gerechtigde) of the dividends.

A holder of our ordinary shares who is the recipient of dividends (the “Recipient”) will in any case not be considered the beneficial owner of these dividends for Dutch dividend withholding tax purposes if:

Non-Dutch Residents

With respect to a holder of our ordinary shares who is not, and is not deemed to be, resident in the Netherlands for purposes of Dutch taxation, or has a permanent establishment in the Netherlands to which our shares are allocable, and who is considered to be a resident of a country other than the Netherlands under the provisions of a treaty for the avoidance of double taxation concluded by the Netherlands and such country, the following may apply. On the basis of the double tax treaty between the Netherlands and France, the Netherlands is not allowed to levy Dutch dividend withholding tax from such Non-Dutch residents. Note that this only applies if the holder of our ordinary shares can be identified as such non-Dutch resident. If the identity of the holder of our ordinary shares cannot be assessed upon a payment of dividend after the Transfer of the Corporate Seat, Dutch dividend withholding tax may be required.

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Please refer to the section entitled “Dutch Tax Considerations after the Transaction” for the Dutch tax considerations other than the Dutch dividend withholding tax.

Dutch Tax Considerations with respect to the Transaction

Dutch dividend withholding tax could be required to be paid upon the Conversion in the event such conversion were considered a deemed liquidation for Dutch dividend withholding tax purposes. Similarly, if the Conversion were considered a deemed liquidation, income could be recognized and could trigger a Dutch corporate income tax cost. We believe the tax authorities in the Netherlands (“Dutch Revenue”)—taking into account statements made in the legislative history—should not have compelling reasons to apply the deemed liquidation rule in our case as the envisaged Conversion is based on the EU Council Regulation on the Statute for a European Company rather than on the Dutch Civil Code. Consequently, we approached Dutch Revenue to apply for a tax ruling confirming that no Dutch dividend withholding tax or Dutch corporate income tax would be triggered upon the Conversion. In a letter dated July 18, 2018, Dutch Revenue has confirmed that the Conversion would indeed not be considered a deemed liquidation and, therefore, no Dutch dividend or Dutch corporate income tax would be triggered by the Conversion.

The Company also believes that the Transfer of Corporate Seat does not trigger a Dutch corporate income tax cost as the Company may not have assets and/or liabilities that include hidden taxable reserves and/or goodwill and the Company has tax losses which could off-set corporate income tax due, if any.

Dutch Tax Considerations after the Transaction

Dividend Withholding Tax

General

The Netherlands levies dividend withholding tax on proceeds from shares, profit participating rights and hybrid loans derived from Dutch resident entities with a capital divided into shares. An SE, being a company with a capital divided into shares, that was initially incorporated under Dutch law is deemed to be a resident of the Netherlands. Nevertheless, after the completion of the Transfer of Corporate Seat our dividends paid on our ordinary shares generally should be subject to French dividend withholding tax and not to Dutch dividend withholding tax on the basis of the double tax treaty between the Netherlands and France. However, both French and Dutch dividend withholding tax may be required to be withheld from any such dividends paid, if and when paid to Dutch resident holders of our ordinary shares (and non-Dutch resident holders of our ordinary shares that have a permanent establishment in the Netherlands to which the ordinary shares are attributable). We have approached Dutch Revenue to apply for a tax ruling confirming that no withholding of any Dutch dividend withholding tax is applicable to any dividends paid by us after the completion of the Transfer of Corporate Seat. The initial position of Dutch Revenue is that we will be required to identify our shareholders in order to assess whether there are Dutch resident holders of our ordinary shares or non-Dutch resident holders of our ordinary shares with a permanent establishment in the Netherlands to which the ordinary shares are attributable in respect of which Dutch dividend withholding tax has to be withheld on dividends paid after the completion of the Transfer of Corporate Seat. Such identification may not always be possible in practice. According to Dutch Revenue, Dutch dividend withholding tax must also be withheld on dividends paid after the completion of the Transfer of Corporate Seat in as far as the identity of our shareholders cannot be assessed. Withholding of both French and Dutch dividend withholding tax may occur in certain scenarios. Once we anticipate distributing a dividend, identification of our shareholders (by ourselves or a paying agent) is typically required in order to effectuate such dividend payments and could limit the Dutch dividend withholding tax that may need to be withheld.

Generally, the Dutch dividend withholding tax will not be borne by us, but will be withheld from the gross dividends paid on our ordinary shares. A 15% Dutch dividend withholding tax will in principle be levied on the

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gross amount of dividend. The term “dividends” for Dutch dividend withholding tax purposes includes, but is not limited to:

Notwithstanding the above, both the Netherlands and France have signed the Multilateral Convention (“MLI”) to implement Tax Treaty Related Measures to Prevent BEPS and improve dispute resolution mechanisms. The MLI is designed as a quick and effective mechanism to allow governments to bring their treaties for the avoidance of double taxation into line with these aspects of the BEPS project, instead of renegotiating individual treaties. The MLI will implement minimum standards to counter treaty abuse and to improve dispute resolution mechanisms. Jurisdictions can choose to implement further provisions of the MLI. These optional provisions will come into force in bilateral relations, provided there is a ‘match’ in the choices made by the treaty partners. The extent to which the tax treaties will be amended by the MLI depends on the matches.

The MLI only applies to a certain treaty if both treaty partners have indicated that this treaty should be covered by the MLI. Both the Netherlands and France have signed the MLI and indicated that the treaty between the Netherlands and France should be covered by the MLI. This implies that various provisions included in the MLI may become relevant once the MLI becomes effective alongside the treaty between the Netherlands and France. With respect to withholding taxes, the MLI will become effective as of January 1, 2020 since both France and the Netherlands have finalized their ratification process before September 30, 2019.

Both the Netherlands and France have opted for a Principal Purpose Test (“PPT”) to counter treaty abuse. This PPT requires that the benefits of a tax treaty should not be available if it is reasonable to conclude, having regard to all relevant facts and circumstances, that obtaining that benefit was one of the principal purposes of any arrangement or transaction that resulted directly or indirectly in that benefit, unless it is established that granting that benefit in these circumstances would be in accordance with the object and purpose of the relevant provisions of that treaty.

In theory, the Dutch Revenue may take the position that one of the principal purposes of the transfer of the place of effective management was to obtain a tax benefit under the double tax treaty between the Netherlands and France, being the benefit that the Netherlands cannot levy a dividend withholding tax anymore (except for the cases as stated above). On this basis, they could argue that the PPT is met and, hence, that the treaty would effectively not apply and that the Netherlands would be allowed to levy Dutch dividend withholding tax on dividends distributed after the completion of the Transfer of Corporate Seat, irrespective to which shareholder. Considering the background of the Transfer of Corporate Seat (as indicated in the section “Background of The Transaction and Related Matters”), it seems unlikely that the Dutch Revenue would be able to successfully take the position that one of the principal purposes of the transfer of the place of effective management is to obtain a

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tax benefit under the double tax treaty between the Netherlands and France and that, as such, the Netherlands would be allowed to levy Dutch dividend withholding tax on dividends distributed after the completion of the Transfer of Corporate Seat, regardless of which shareholders receive the dividends.

Dutch Residents

Dutch Dividend Withholding Tax

A shareholder who is, or who is deemed to be, resident in the Netherlands for purposes of Dutch taxation can generally credit the Dutch dividend withholding tax against his Dutch income tax or Dutch corporate income tax liability and is generally entitled to a refund of Dutch dividend withholding taxes exceeding his aggregate Dutch income tax or Dutch corporate income tax liability, provided certain conditions are met, unless such shareholder is not considered to be the beneficial owner (uiteindelijk gerechtigde) of the dividends.

A shareholder who is the recipient of dividends (the “Recipient”) will in any case not be considered the beneficial owner of these dividends for Dutch dividend withholding tax purposes if:

French Dividend Withholding Tax

A shareholder who is, or who is deemed to be, resident in the Netherlands for purposes of Dutch taxation can generally credit the French dividend withholding tax against his Dutch income tax or Dutch corporate income tax liability, provided certain conditions are met, unless such shareholder is not considered to be the beneficial owner (uiteindelijk gerechtigde) of the dividends.

A shareholder who is the recipient of dividends (the “Recipient”) will in any case not be considered the beneficial owner of these dividends if:

Non-Dutch Residents

With respect to a shareholder who is not, and is not deemed to be, resident in the Netherlands for purposes of Dutch taxation, or has a permanent establishment in the Netherlands to which our shares are allocable, and who is considered to be a resident of a country other than the Netherlands under the provisions of a treaty for the avoidance of double taxation concluded by the Netherlands and such country, the following may apply. On the basis of the double tax treaty between the Netherlands and France, the Netherlands is not allowed to levy Dutch dividend withholding tax from such Non-Dutch residents. Note that this only applies if the shareholder can be identified as such non-Dutch resident. If the identity of the shareholder cannot be assessed upon a payment of dividend after the Transfer of the Corporate Seat, Dutch dividend withholding tax may be required.

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Tax on Income and Capital Gains

Dutch Resident Individuals

An individual who is resident or deemed to be resident in the Netherlands (a “Dutch Resident Individual”) and who holds our ordinary shares will be subject to Netherlands income tax on income and/or capital gains derived from our ordinary shares at the progressive rate (up to 51.75%; rate for 2019) if:

If conditions (i) and (ii) above do not apply, any shareholder who is a Dutch Resident Individual will be subject to Netherlands income tax on a deemed return regardless of the actual income and/or capital gains derived from our ordinary shares. This deemed return is calculated by applying the applicable deemed return percentage(s) to the individual’s yield basis (rendementsgrondslag) insofar as this exceeds a certain threshold (heffingvrijvermogen). The individual’s yield basis is determined as the fair market value of certain qualifying assets (including, as the case may be, the ordinary shares) held by the Dutch Resident Individual less the fair market value of certain qualifying liabilities, both determined on January 1 of the relevant year. The deemed return percentage to be applied to the yield basis increases progressively from 1.94% to 5.60% depending on such individual’s yield basis. The deemed return percentages will be adjusted annually. The deemed return will be taxed at a rate of 30% (rate for 2019).

Dutch Resident Entities

An entity that is resident or deemed to be resident in the Netherlands (a “Dutch Resident Entity”) will generally be subject to Netherlands corporate income tax with respect to income and capital gains derived from the ordinary shares. The Netherlands corporate income tax rate is 19% for the first €200,000 of the taxable amount, and 25% for the excess of the taxable amount over €200,000 (rates applicable for 2019).

Non-Dutch Residents

A person who is neither a Dutch Resident Individual nor Dutch Resident Entity (a “Non-Dutch Resident”) and who holds our ordinary shares is generally not subject to Netherlands income tax or corporate income tax (other than dividend withholding tax described above) on income and capital gains derived from the ordinary shares, provided that:

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Gift and Inheritance Taxes

Dutch Residents

Generally, gift taxes (schenkbelasting) and inheritance taxes (erfbelasting) may arise in the Netherlands with respect to a transfer of our ordinary shares by way of a gift by or on the death of a shareholder who is resident or deemed to be resident in the Netherlands for the purpose of the Netherlands Gift and Inheritance Tax Act 1956 at the time of the gift or his/her death.

Non-Dutch Residents

No Netherlands gift or inheritance taxes will be levied on the transfer of our ordinary shares by way of gift by or on the death of a shareholder, who is neither a resident nor deemed to be a resident of the Netherlands for the purpose of the relevant provisions, unless:

For purposes of the Dutch Gift and Inheritance Tax Act 1956, an individual who is of Dutch nationality will be deemed to be a resident of the Netherlands if he has been a resident in the Netherlands at any time during the ten years preceding the date of the gift or his death.

For purposes of Netherlands gift tax, an individual will, irrespective of his nationality, be deemed to be resident of the Netherlands if he has been a resident in the Netherlands at any time during the 12 months preceding the date of the gift. The same 12-months rule may apply to entities that have transferred their seat of residence out of the Netherlands.

Applicable tax treaties may override such deemed residency. For purposes of the Dutch Gift and Inheritance Tax Act 1956, a gift made under a condition precedent is deemed to be made at the time the condition precedent is fulfilled and is subject to gift tax if the donor is or is deemed to be a resident of the Netherlands at that time.

Value-Added Tax

No Netherlands value-added tax will be payable by a shareholder in consideration for the offer of our ordinary shares (other than value-added taxes on fees payable in respect of services not exempt from Netherlands value added tax).

Other Taxes or Duties

No Netherlands registration tax, custom duty, stamp duty or any other similar tax or duty will be payable in the Netherlands by a shareholder in respect of or in connection with the acquisition, ownership and disposition of the ordinary shares.

Residence

A shareholder will not become or be deemed to become a resident of the Netherlands solely by reason of holding these ordinary shares.

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Material U.S. Federal Income Tax Consequences

The following is a discussion of certain material U.S. federal income tax considerations of the Transaction and of acquiring, holding and disposing of our ordinary shares. The actual tax consequences to any particular U.S. Holder (defined below) of our ordinary shares in respect of the Transaction will depend on such U.S. Holder’s particular situation, and on the specific facts and circumstances applicable to such U.S. Holder. This discussion is based on current provisions of the Internal Revenue Code of 1986, as amended (which we refer to as the “Code”), U.S. Treasury regulations promulgated thereunder, judicial decisions and published positions of the U.S. Internal Revenue Service (which we refer to as the “U.S. IRS”) and other applicable authorities (including applicable income tax treaties), all as in effect as of the date of this registration statement, and each of which is subject to change or to differing interpretations (possibly with retroactive effect). No rulings have been or will be sought from the U.S. IRS regarding any matter described in this registration statement. No assurance can be given that the U.S. IRS would not assert, or that a court would not sustain, a position contrary to any of the tax aspects described below. This discussion does not contain a detailed description of all the U.S. federal income tax consequences to a U.S. Holder. Such consequences depend on a U.S. Holder’s particular circumstances. As well, this discussion does not address the effects of state, local or non-U.S. tax laws or any U.S. federal tax laws other than U.S. federal income tax laws. Further, this discussion considers only U.S. Holders that own and will own our ordinary shares as “capital assets” within the meaning of section 1221 of the Code (generally, assets held for investment purposes), and does not address any considerations relating to the alternative minimum tax, FATCA (defined for this purpose as Sections 1471 through 1474 of the Code, the U.S. Treasury regulations and administrative guidance thereunder, or any intergovernmental agreement entered into, or laws or regulations promulgated, in connection therewith), any reporting requirements except to the extent expressly discussed below, any requirement for certain holders to accelerate the recognition of any item of gross income as a result of such income being recognized on an “applicable financial statement,” or holders that are not U.S. Holders. Nor does this discussion address the U.S. federal income tax consequences to U.S. Holders that are subject to special rules, including U.S. Holders that:

For purposes of this discussion, a “U.S. Holder” is any beneficial owner of our ordinary shares that is, for U.S. federal income tax purposes, (i) a citizen or individual resident of the U.S., (ii) an entity classified as a corporation that was created or organised under the laws of the United States, any state thereof or the District of Columbia, (iii) an estate the income of which is subject to regular U.S. federal income taxation regardless of its source, or (iv) a trust if (A) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons, as defined in Section 7701(a)(30) of the Code, have authority to control all substantial decisions of the trust, or (B) the trust has properly elected under applicable U.S. Treasury regulations to be treated as a United States person.

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This discussion does not consider the tax treatment of persons who hold our ordinary shares through a partnership. If a partnership, including for this purpose any entity or arrangement classified as a partnership for U.S. federal income tax purposes, is a shareholder, the U.S. federal income tax treatment of a partner in such partnership will generally depend upon the status of such partner and the activities of the partnership. U.S. Holders that are partnerships and partners in such partnerships should consult their tax advisors to determine the U.S. federal income tax consequences of the Transaction and of acquiring, holding and disposing of our ordinary shares.

U.S. shareholders are urged to consult their own tax advisors to determine the U.S. federal, state, local and non-U.S. tax consequences that are applicable to the transaction, as well as the consequences of the tax laws of the jurisdictions of which they are citizens, residents or domiciliaries or in which they conduct business. This discussion is not, and should not be construed as, tax advice.

Tax Treatment of the Transaction to the Company and to U.S. Holders of the Company

Upon completion of the Transaction, the Company’s corporate seat, headquarters and registered office will have moved from Amsterdam, the Netherlands to Paris, France, where the Company will be an SE governed by the laws of France. Both before and after our transformation, we will continue to have the same assets and liabilities, rights and obligations. After the Transaction, the holders of our ordinary shares will continue to hold the same number of ordinary shares in the French SE as they hold in the Dutch SE.

We expect the Transaction to be treated for U.S. federal income tax purposes as a “reorganization” under section 368(a)(1)(F) of the Code as the Transaction involves the mere change of our form or place of organisation. Consequently, neither the Company nor any U.S. Holder is expected to recognise any gain or loss for U.S. federal income tax purposes as a result of the Transaction.

Under Section 7874 of the Code, a corporation created or organized outside the United States that acquires, directly or indirectly, substantially all of the assets held, directly or indirectly, by a US corporation, may in certain circumstances be treated as a US corporation, and not respected as a foreign corporation, for U.S. federal tax purposes. We expect the Company to be respected, for U.S. federal tax purposes, as a foreign corporation under section 7874 of the Code as a result of the Transaction.

Distributions by the Company after the Transaction

Subject to the discussion below with respect to passive foreign investment companies, the gross amount of distributions with respect to our ordinary shares (including the amount of any non-U.S. withholding taxes) will be taxable as dividends to the extent paid out of our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Such distributions will be includable in a U.S. Holder’s gross income as ordinary dividend income on the day actually or constructively received by the U.S. Holder.

To the extent that the amount of the distribution exceeds our current and accumulated earnings and profits for a taxable year, as determined under U.S. federal income tax principles, the distribution will be treated first as a tax-free return of a U.S. Holder’s tax basis in our ordinary shares, and to the extent the amount of the distribution exceeds the U.S. Holder’s tax basis, the excess will be taxed as capital gain recognized on a sale or exchange. Because we do not expect to determine our earnings and profits in accordance with U.S. federal income tax principles, U.S. Holders should expect that a distribution will generally be reported as a dividend for U.S. federal income tax purposes, even if that distribution would otherwise be treated as a tax-free return of capital or as capital gain under the rules described above.

With respect to non-corporate U.S. Holders, certain dividends received from a qualified foreign corporation may be subject to reduced rates of U.S. federal income taxation. A non-U.S. corporation is treated as a qualified foreign corporation with respect to dividends paid by that corporation on shares that are readily tradable on an

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established securities market in the United States. We believe our ordinary shares, which are expected to remain listed on the NYSE, will be considered readily tradable on an established securities market in the United States, although there can be no assurance. Non-corporate U.S. Holders that do not meet a minimum holding period requirement during which they are not protected from the risk of loss, or that elect to treat the dividend income as “investment income” pursuant to Section 163(d)(4) of the Code, will not be eligible for the reduced rates of taxation regardless of our status as a qualified foreign corporation. In addition, even if the minimum holding period requirement has been met, the rate reduction will not apply to dividends if the recipient of a dividend is obligated to make related payments with respect to positions in substantially similar or related property. You should consult your own tax advisors regarding the application of these rules given your particular circumstances.

In the event that a U.S. Holder is subject to non-U.S. withholding taxes on dividends paid to such U.S. Holder with respect to our ordinary shares, such U.S. Holder may be eligible, subject to certain conditions and limitations, to claim a foreign tax credit for such non-U.S. withholding taxes against the U.S. Holder’s U.S. federal income tax liability or otherwise deduct such non-U.S. withholding taxes in computing such U.S. Holder’s U.S. federal income tax liability. Dividends paid to a U.S. Holder with respect to our ordinary shares are expected generally to constitute “foreign source income” and generally to be treated as “passive category income,” for purposes of the foreign tax credit, except that a portion of such dividends may be treated as income from US sources if (i) U.S. persons (as defined in the Code and applicable U.S. Treasury regulations) own, directly or indirectly, 50% or more of our ordinary shares (by vote or value) and (ii) we receive more than a de minimis amount of income from U.S. sources. The rules governing the foreign tax credit and ability to deduct such non-U.S. withholding taxes are complex and involve the application of rules that depend upon your particular circumstances. You are urged to consult your own tax advisors regarding the availability of, and any limits or conditions to, the foreign tax credit or deduction under your particular circumstances.

A U.S. Holder’s sale, exchange or other disposition of our ordinary shares

Subject to the discussion below with respect to passive foreign investment companies, a U.S. Holder generally will recognize, for U.S. federal income tax purposes, taxable gain or loss on any sale, exchange or other taxable disposition of our ordinary shares in an amount equal to the difference between the amount realized for our ordinary shares and the U.S. Holder’s tax basis in such ordinary shares. Such gain or loss will generally be capital gain or loss. Capital gains of individuals derived with respect to capital assets held for more than one year generally are eligible for reduced rates of U.S. federal income taxation. The deductibility of capital losses is subject to limitations. Any gain or loss recognized by a U.S. Holder will generally be treated as U.S. source gain or loss. You are urged to consult your tax advisors regarding the tax consequences if a non-U.S. tax is imposed on a sale, exchange or other disposition of our ordinary shares, including the availability of the foreign tax credit or deduction under your particular circumstances.

Passive Foreign Investment Companies

We believe, and the discussion above assumes, that we are not, and have not been, a “passive foreign investment company” for U.S. federal income tax purposes (“PFIC”) and we expect, and the discussion above assumes, that we will not become a PFIC during or after the Transaction, although there can be no assurance. A foreign corporation will be a PFIC in any taxable year in which, after taking into account the income and assets of the corporation and certain subsidiaries pursuant to applicable “look-through rules,” either (i) at least 75% of its gross income is “passive income,” or (ii) at least 50% of its assets produce or are held for the production of “passive income.” For this purpose, “passive income” generally includes dividends, interest, royalties and rents and certain other categories of income, subject to certain exceptions. The determination of whether we are a PFIC is a fact-intensive determination that includes ascertaining the fair market value (or, in certain circumstances, tax basis) of all of our assets on a quarterly basis and the character of each item of income we earn. This determination is made annually and cannot be completed until the close of a taxable year. It depends upon the portion of our assets (including goodwill) and income characterized as passive under the PFIC rules, as described

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above. Accordingly, it is possible that we may become a PFIC due to changes in our income or asset composition or a decline in the market value of our equity. Because PFIC status is a fact-intensive determination, no assurance can be given that we are not, have not been, or will not become classified as a PFIC.

If we are a PFIC for any taxable year, U.S. Holders generally will be subject to special tax rules that could result in materially adverse U.S. federal income tax consequences. In such event, a U.S. Holder may be subject to U.S. federal income tax at the highest applicable ordinary income tax rates on (i) any “excess distribution” that we make to the U.S. Holder (which generally means any distribution paid during a taxable year to a U.S. Holder that is greater than 125% of the average annual distributions paid in the three preceding taxable years or, if shorter, the U.S. Holder’s holding period for the ordinary shares), or (ii) any gain realized on the disposition of our ordinary shares. In addition, a U.S. Holder may be subject to an interest charge on such “excess distribution” or gain. Furthermore, the favorable dividend tax rates that may apply to certain U.S. Holders on our dividends will not apply if we are a PFIC during the taxable year in which such dividend was paid, or the preceding taxable year.

As an alternative to the foregoing rules, a U.S. Holder may make a mark-to-market election with respect to our ordinary shares, provided that the ordinary shares are regularly traded. Although no assurances may be given, we expect that our ordinary shares should qualify as being regularly traded. If a U.S. Holder makes a valid mark-to-market election, the U.S. Holder will generally (i) include as ordinary income for each taxable year that we are a PFIC the excess, if any, of the fair market value of our ordinary shares held at the end of the taxable year over the adjusted tax basis of such ordinary shares and (ii) deduct as an ordinary loss the excess, if any, of the adjusted tax basis of the ordinary shares over the fair market value of such ordinary shares held at the end of the taxable year, but only to the extent of the net amount previously included in income as a result of the mark-to-market election. The U.S. Holder’s tax basis in the ordinary shares would be adjusted to reflect any income or loss resulting from the mark-to-market election. Gain on the sale or other disposition of our ordinary shares would be treated as ordinary income, and loss on the sale or other disposition of our ordinary shares would be treated as an ordinary loss, but only to the extent of the amount previously included in income as a result of the mark-to-market election. If a U.S. holder makes a mark-to-market election in respect of a corporation classified as a PFIC and such corporation ceases to be classified as a PFIC, the holder will not be required to take into account the gain or loss described above during any period that such corporation is not classified as a PFIC. Because a mark-to-market election cannot be made for any lower-tier PFICs that we may own, a U.S. Holder may continue to be subject to the PFIC rules with respect to such U.S. Holder’s indirect interest in any investment held by us that is treated as an equity interest in a PFIC for U.S. federal income tax purposes.

Subject to certain limitations, a U.S. Holder may make a “qualified electing fund” election (“QEF election”), which serves as a further alternative to the foregoing rules, with respect to a PFIC in which the U.S. Holder owns shares (directly or indirectly). In order for a U.S. Holder to be able to make a QEF election, we must provide such U.S. Holder with certain information. Because we do not intend to provide U.S. Holders with the information needed to make such an election, prospective investors should assume that the QEF election will not be available.

Each U.S. Holder is advised to consult its tax advisor concerning the U.S. federal income tax consequences of acquiring, owning or disposing of our ordinary shares if we are or become classified as a PFIC, including the possibility of making a mark-to-market election.

Information Reporting and Backup Withholding

Information reporting generally will apply to distributions in respect of our ordinary shares and the proceeds from the sale, exchange or other disposition of our ordinary shares that are paid to a U.S. Holder within the United States (and in certain cases, outside the United States or through certain U.S. intermediaries), unless the U.S. Holder is an exempt recipient. Backup withholding (currently at a rate of 24%) may also apply to such payments unless the U.S. Holder provides a correct taxpayer identification number, certifies as to no loss of

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exemption from backup withholding by providing a properly completed U.S. IRS Form W-9 and otherwise complies with applicable requirements of the backup withholding rules, or otherwise establishes an exemption. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules generally will be allowed as a refund or a credit against a U.S. Holder’s U.S. federal income tax liability provided the required information is timely furnished to the IRS. You should consult your tax advisors regarding the application of the U.S. information reporting and backup withholding rules to your particular circumstances.

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CERTAIN INFORMATION CONCERNING THE COMPANY

Interest of Certain Persons in Matters to Be Acted Upon

As of September 30, 2019, our directors and executive officers and their affiliates held 1,883,888 (or about 1.4%) of our then outstanding ordinary shares.

Subject to the foregoing and service of process in accordance with applicable treaties, investors may be able to enforce in the Netherlands judgments in civil and commercial matters obtained from U.S. federal or state courts. We believe that U.S. investors may originate actions in a Dutch court. There is doubt as to whether a Dutch court would impose civil liability on us, the members of our Board, our officers or certain experts named herein in an original action predicated solely upon the U.S. federal securities laws brought in a court of competent jurisdiction in the Netherlands against us or such members, officers or experts, respectively.

NOTICE OF MEETING

Invitation and Agenda to the Extraordinary General Meeting

The shareholders of Constellium SE (the “Company”) are invited to the Extraordinary General Meeting (“EGM”) to be held on Monday, November 25, 2019, at 17:00 CET (11:00 AM EST), at the offices of Stibbe, Beethovenplein 10, 1077 WM Amsterdam, the Netherlands. The EGM will be conducted in English.

The EGM will be convened through a convocation published in the Dutch daily newspaper, Trouw on October 28, 2019. In addition, this invitation and agenda, the explanatory notes, the form proxy card, the transfer of corporate seat proposal, the board report re the transfer of corporate seat and the proposed new Articles of

Association of the Company (the “EGM Documents”), are or will be published on the Company’s website (www.constellium.com) and are available free of charge at the offices of Constellium SE, Tupolevlaan 41-61, 1119 NW Schiphol-Rijk, by contacting the corporate secretary.

For the EGM, the persons who will be entitled to vote and attend the meeting are those persons who on October 28, 2019 (the “Record Date”) are:

The Registered Shareholders and the Beneficial Owners are hereinafter jointly referred to as “Shareholders”.

Promptly after the Record Date, Shareholders of record on the Record Date will receive mailed copies of the agenda for the EGM, the explanatory notes and a proxy card.

Copies of the EGM Documents are or will be available on the Company’s website at www.constellium.com, and also free of charge at the Company’s offices by contacting the corporate secretary.

Shareholders who wish (i) to attend the EGM in person or (ii) to authorize others to represent them at the meeting are required to register on www.proxyvote.com by clicking on “shareholder meeting registration” no later than the close of business on November 22, 2019. Beneficial Owners who wish to attend the EGM in person must also request a “legal proxy” from the entity who holds shares on their behalf.

Shareholders who do not wish to attend the EGM in person may provide their voting instructions through a written proxy to a party of their choice, as follows:

BY INTERNET—www.proxyvote.com

Use the Internet to transmit your voting instructions and for electronic delivery of information up until 17:00 CET (11:00 AM EST) on November 24, 2019. Please have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form.

BY PHONE—1-800-690-6903

Use any touch-tone telephone to transmit your voting instructions up until 17:00 CET (11:00 AM EST) on November 24, 2019. Please have your proxy card in hand when you call and then follow the instructions.

BY MAIL

Mark, sign and date your proxy card and return it for receipt no later than the close of business (New York time) on November 22, 2019 in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

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Shareholders who do not wish to attend the EGM in person may also provide the written proxy directly to the independent third party: M.A.J. Cremers, civil-law notary in Amsterdam, the Netherlands or one of her legal substitutes and/or each (junior) civil-law notary of Stibbe, by providing M.A.J. Cremers with the proxy card for receipt no later than the close of business on November 22, 2019, at the offices of Stibbe (Beethovenplein 10, 1077 WM Amsterdam, the Netherlands), or by sending the proxy card electronically to the following e-mail address: manon.cremers@stibbe.com with ijsbrand.vanstraten@stibbe.com copied (CC).

A proxy can be granted with or without voting instructions. In the event a proxy is granted or sent without voting instructions, it shall be deemed to include a voting instruction in favor of all proposals made by the Board. In the event a Shareholder later decides to attend the meeting in person, he/she can withdraw the proxy and voting instruction at the reception desk on the day of the EGM, prior to the commencement of the meeting.

Please note, Shareholders attending the meeting in person will not be admitted into the EGM unless they have a valid form of government-issued photo identification and have registered prior to the EGM (See Section E).

By the order of,

The Board of Constellium SE

Schiphol-Rijk, October 28, 2019

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