EX-99.2 3 ny20046240x1_ex99-2.htm EXHIBIT 99.2

Exhibit 99.2
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY FOR SHAREHOLDERS ON THE U.S. REGISTER, AND WHEN SIGNED AND DATED. V69296-P29931-P31037 CONSTELLIUM SE WASHINGTON PLAZA 40-44, RUE WASHINGTON 75008 PARIS, FRANCE Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. preferential subscription rights, by way of an offering within the meaning of euros (representing 20% of the share capital), for a 26 month-period. CONSTELLIUM SE The Board of Directors (the "Board") recommends you vote FOR each of the For Against Abstain following resolutions/proposals: 1. Appointment of Mr. Bradley Soultz as a director for a term of three years. ! ! ! 2. Re-appointment of Mr. Emmanuel Blot as a director for a term of three years. ! ! ! For Against Abstain 3. Re-appointment of Ms. Martha Brooks as a director for a term of three years. ! ! ! 14. Delegation of competence to the Board of Directors to increase the Company's share capital by issuance of ordinary shares or other securities, with preferential subscription rights, up to 1,468,198.84 euros (representing 50% of the share capital), ! ! ! 4. Re-appointment of Ms. Lori Walker as a director for a term of three years. ! ! ! 15. for a 26 month-period. Delegation of competence to the Board of Directors to increase the Company's share capital by issuance of ordinary shares or other securities, without ! ! ! 5. Approval of the statutory financial statements and transactions for the fiscal year ended 31 December 2024. ! ! ! preferential subscription rights, by way of a public offering other than within the meaning of article L. 411-2 1° of the French Monetary and Financial Code, up to 880,919 euros (representing 30% of the share capital), for a 26 month-period. 6. 7. Approval of the consolidated financial statements and transactions for the fiscal year ended 31 December 2024. Discharge (quitus) of the directors, the Chief Executive Officer, and the Statutory Auditors of the Company in respect of the performance of their duties for the ! ! ! ! ! ! 16. Delegation of competence to the Board of Directors to increase the Company's share capital by issuance of ordinary shares or other securities, without article L. 411-2 1° of the French Monetary and Financial Code, up to 587,279.54 ! ! ! 8. fiscal year ended 31 December 2024. Allocation of the results of the Company for the fiscal year ended 31 December 2024. ! ! ! 17. Delegation of competence to the Board of Directors to increase the number of shares issued in case of a capital increase, without preferential subscription rights, by way of a public offering other than within the meaning of article L. 411-2 1° of the French Monetary and Financial Code, in accordance with article L. 225-135-1 ! ! ! 9. Re-appointment of PricewaterhouseCoopers Audit and appointment of RSM France as the Statutory Auditors. ! ! ! 18. of the French Commercial Code, by up to 15%, for a 26 month-period. Delegation of competence to the Board of Directors to increase the number of shares issued in case of a capital increase, without preferential subscription ! ! ! 10. Appointment of PricewaterhouseCoopers Audit as a Statutory Auditor in charge of certifying the consolidated sustainability information. ! ! ! rights, by way of an offering within the meaning of article L. 411-2 1° of the French Monetary and Financial Code, in accordance with article L. 225-135-1 of the French Commercial Code, by up to 15%, for a 26 month-period. 11. Authorization to be given to the Board of Directors for the repurchase by the Company of its own shares in accordance with article L. 225-209-2 of the French Commercial Code. ! ! ! 19. 20. Delegation of competence to the Board of Directors to increase the Company’s share capital by issuance of new shares of the Company to participants to an employee savings plan without preferential subscription rights, up to 29,363.98 euros (representing 1% of the share capital), for a 26 month-period. Amendment of article 13 of the articles of association. ! ! ! ! ! ! 12. Authorization to be given to the Board of Directors to reduce the Company’s share capital by cancelling shares acquired pursuant to the authorization for the Company to repurchase its own shares in accordance with the provisions of article L. 225-209-2 of the French Commercial Code. ! ! ! 21. Amendment of article 20 of the articles of association. ! ! ! 13. Authorization to be given to the Board of Directors to reduce the Company’s share capital by cancelling the shares acquired by the Company pursuant to the provisions of article L. 225-208 of the French Commercial Code. ! ! ! 22. Powers to carry out formalities. ! ! ! SCAN TO VIEW MATERIALS & VOTE  VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions up until 11:59 PM EDT on May 14, 2025. 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. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 PM EDT on May 14, 2025. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Complete, sign and date your proxy card and return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717 prior to 11:59 PM EDT on May 14, 2025. SHAREHOLDER MEETING REGISTRATION To attend the meeting in person, have your proxy card in hand and go to the “Attend a Meeting” tab on www.proxyvote.com. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing annual general meeting materials, you can consent to receiving all future material electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions under "Vote by Internet" and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.

V69297-P29931-P31037 Important Notice Regarding the Availability of Proxy Materials for the Annual General Meeting: The Notice of the Annual General Meeting, Proxy Statement (which includes proposed resolutions and explanatory statements) and Annual Report on Form 10-K are available at www.proxyvote.com and www.constellium.com. CONSTELLIUM SE Annual General Meeting May 15, 2025 at 5:00 PM CET (11:00 AM EDT) to be held at Washington Plaza, 40-44, Rue Washington, 75008 Paris, France This proxy is solicited by the Board This proxy, when properly executed, will be voted in the manner directed herein. If no such instruction is made, this proxy will be voted in accordance with the Board's recommendations. Continued and to be signed on reverse side