Constellium N.V. Class A Ordinary Shares, nominal value €0.02 per share Form of Underwriting AgreementConstellium N.V. • November 4th, 2013 • Secondary smelting & refining of nonferrous metals • New York
The shareholders named in Schedule II hereto (the “Selling Shareholders”) of Constellium N.V., a public company with limited liability (naamloze vennootschap) incorporated under the laws of The Netherlands (the “Company”), propose, subject to the terms and conditions stated in this Underwriting Agreement (this “Agreement”), to sell to the Underwriters named in Schedule I hereto (the “Underwriters”) for whom you are acting as representatives (the “Representatives”), an aggregate of [ ] of the Company’s Class A Ordinary Shares, nominal value €0.02 per share (the “Ordinary Shares”), and, at the election of the Underwriters, up to [ ] additional Ordinary Shares held by certain of the Selling Shareholders (the “offering”). The aggregate of [ ] Ordinary Shares to be sold by the Selling Shareholders are herein called the “Firm Shares” and the aggregate of [ ] additional Ordinary Shares to be sold by the Selling Shareholders at the election of the Underwriters on the terms set forth herein are
