Section 2.02. Canadian Residents Required at Meetings
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Section 2.03. Voting at Meetings
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Section 2.04. Conflict of Interest
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Section 2.05. Number
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Section 2.06. Election and Term of Office
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Section 2.07. Meetings of Directors and Notices
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Section 2.08. Quorum
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Section 2.09. Compensation
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Section 2.10. Chairman
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Section 2.11. Participation
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Section 2.12. Committees
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Section 2.13. Action Without Meetings
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ARTICLE III
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Officers
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Section 3.01. Conflict of Interest
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Section 3.02. Agents and Attorneys
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Section 3.03. Appointments
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Section 3.04. Vacancies
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Section 3.05. Chairman of the Board
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Section 3.06. Vice Chairman
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Section 3.07. President
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Section 3.08. Vice Presidents
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Section 3.09. Secretary
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Section 3.10. Treasurer
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Section 3.11. Controller
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Section 3.12. Assistant Officers
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ARTICLE IV
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Shares of Capital Stock
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Section 4.01. Share Certificates
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Section 4.02. Lost, Destroyed or Mutilated Certificates
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ARTICLE V
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Instruments
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Section 5.01. Execution of Instruments
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ARTICLE VI
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Indemnification of Officers and Directors
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Section 6.01. Indemnity
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Section 6.02. Limitation
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Section 6.03. Insurance
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ARTICLE VII
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General Provisions
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Section 7.01. Seal
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Section 7.02. Fiscal Year
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Section 7.03. Notices
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ARTICLE I Shareholders
Section 1.01. Meetings. The Directors shall call an annual meeting of Shareholders not later than
15 months after holding the preceding annual meeting but no later than 6 months after the end of
the Corporation’s preceding financial year. The Corporation may at any time call a special meeting
of Shareholders. Meetings shall be held at such time as the Directors may determine.
Section 1.02. Notice of Meetings. Notice of time and place of each meeting of Shareholders shall
be given by sending the notice to each Shareholder entitled to vote at the meeting, not less than
21 nor more than 60 days before the date of the meeting unless determined otherwise by the
Directors with respect to a particular meeting. The accidental failure to give notice of a meeting
of Shareholders to any person entitled thereto or any error in such notice not affecting the
substance thereof shall not invalidate any action taken in the meeting.
Section 1.03. Quorum. Except as otherwise provided in the Articles of the Corporation, the
holders of not less than 25% of the shares entitled to vote at a meeting of Shareholders present in
person or by proxy shall constitute a quorum.
Section 1.04. Chairman of the Meeting. Subject to the provisions of any resolution of the
Directors, the Chairman of the Board or, in his absence, the Vice Chairman of the Board, if any,
shall preside at all meetings of the Shareholders. If at any meeting all of the foregoing officers
be absent, the Shareholders entitled to vote at such meeting may choose a chairman.
Section 1.05. Conduct of Meetings. The Chairman of any meeting of Shareholders shall conduct the
procedure thereat in all respects and his decision on all matters or things, including, but without
in any way limiting the generality of the foregoing, any question regarding the validity or
invalidity of any instruments of proxy, shall be conclusive and binding upon the Shareholders.
Section 1.06. Participation. The directors or shareholders calling a meeting of shareholders, may
determine that the meeting of shareholders shall be held entirely by means of a telephonic,
electronic or other communication facility that permits all participants to communicate adequately
with each other during the meeting, and any vote at that meeting of shareholders shall be held
entirely by means of that communication facility.
Section 1.07. Voting. Voting at every meeting of Shareholders shall be by a show of hands except
where, either before or after a show of hands, a ballot is required by the Chairman of the meeting
or is demanded by any person representing not less that one-tenth of the total voting rights of all
the members having the right to vote at the meeting of Shareholders. Any vote may be held, in
accordance with the laws and regulations governing the Corporation, by means of a telephonic,
electronic or other communication facility, provided the Corporation makes available such a
communication facility. At every meeting of Shareholders all questions proposed for the
consideration of Shareholders shall be decided by the majority of votes, unless otherwise required
by the laws governing the Corporation or by the Articles of the Corporation.
ARTICLE II Directors
Section 2.01 Qualification. No person shall be qualified to be a Director if that person is less
than eighteen years of age, is of unsound mind and has been so found by a court in Canada or
elsewhere, or has the status of a bankrupt. At least twenty-five per cent of the Directors shall
be resident Canadians and if the board consists of only three or fewer Directors, at least one
shall be a resident Canadian.
Section 2.02. Canadian Residents Required at Meetings. The Directors shall not transact business
at a meeting other than filling a vacancy in the board unless at least twenty-five per cent of the
directors (the “required number”) present are resident Canadians or if a resident Canadian Director
who is unable to be present approves in writing or by telephonic, electronic or other communication
facility the business transacted at the meeting and the required number of resident Canadians would
have been present had that Director been present at the meeting.
Section 2.03. Voting at Meetings. Questions arising at any meeting of Directors shall be decided
by a majority of votes. In the case of an equality of votes, the chair of the meeting, in addition
to the chair’s original vote, shall have a second or casting vote.
Section 2.04. Conflict of Interest. A Director or officer who is a party to, or who is a Director
or officer or is acting in a similar capacity of, or has a material interest in, a party to a
material contract or material transaction, whether entered into or proposed, with the Corporation
shall disclose the nature and extent of the director’s or officer’s interest at the time and in the
manner provided by the Canada Business Corporations Act and any other applicable law.
Section 2.05. Number. The Board of Directors shall consist of such number of Directors, not
greater than the maximum 15 nor less than the minimum 3 set out in the Articles of the Corporation,
as the Directors may determine from time to time.
Section 2.06. Election and Term of Office. At each annual meeting at which the election of
directors is required, the shareholders shall elect Directors to hold office until the close of
business of the third succeeding annual meeting following their election, provided that if an
election of directors is not held at such annual meeting of the shareholders, the directors then in
office shall continue in office until their successors shall be elected. A retiring director shall
be eligible for re-election unless such Director is older than the maximum age fixed by the
Directors (if any).
Section 2.07. Meetings of Directors and Notices. A minimum of four regularly scheduled Board
meetings shall be held each year. Additional meetings of the Directors may be called at any time
by or by order of the Chairman of the Board, the Vice Chairman of the Board if one is in office, or
any two directors. Notice specifying the place and time of each such meeting shall be delivered to
each Director or left at his usual residence or usual place of business, or shall be mailed, sent
by facsimile or in an electronic or other technologically enhanced format at least 72 hours prior
to the time fixed for such meeting. Notice of any meeting or any irregularity in any meeting or the
notice thereof may be waived by any Director either before or after the meeting is held. In
conjunction with the annual meeting of Shareholders each year, the Directors shall meet to appoint
the officers of the Corporation and to transact such other business as may come before the meeting.
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Section 2.08. Quorum. The Directors may from time to time fix the quorum for meetings of
Directors, but unless so fixed, 2 Directors shall constitute a quorum.
Section 2.09. Compensation. Each Director who is not a salaried officer of the Corporation or of
one of its subsidiaries may be paid such compensation as may be fixed by the Directors or by any
committee to which the Directors may delegate power to do so, in addition to transportation and
other expenses actually incurred in attending meetings of the Directors or of any committee of
which he is a member or in otherwise performing the duties of his office.
Section 2.10. Chairman. Subject to the provisions of any resolution of the Directors, the
Chairman of the Board or, in his absence, the Vice Chairman of the Board, if any, shall preside at
all meetings of the Directors. If the Chairman of the Board, or the Vice Chairman of the Board, if
any, be absent, the Directors present may choose a Chairman from among their number. The Chairman
at any meeting of Directors may vote as a Director.
Section 2.11. Participation. Subject to the laws governing the Corporation, any Director may, if
all of the Directors consent, participate at any meeting of Directors or of a committee of
Directors by means of a telephonic, electronic or other communication facility that permits all
participants to communicate with each other during the meeting. In the case of any such
participation at any such meeting, each such Director so participating shall be deemed to be
present at such meetings and such meetings shall be deemed to be held at the place specified in the
notice calling such meeting or in the waiver thereof and, in the absence of any such specification,
at the place where or from which the Chairman of the meeting shall have presided.
Section 2.12. Committees. The Board delegates certain of its functions to Committees, each of
which has a written charter. There are two standing Committees of the Board: the Compensation
Committee and the Audit Committee. Other Committees or sub-committees may be established from time
to time by Board resolution. The roles and responsibilities of each Committee are described in the
respective Committee charters. “Task Force” Committees may be established on an ad hoc basis to
deal with specific subjects. Members of the Committees may participate in meetings thereof by
means of conference call or similar communications equipment by means of which all persons
participating in the meeting can communicate with each other. A resolution in writing signed by
all the Members of a Committee shall avail as the act of that Committee. The times and places of
the meetings of a Committee and procedure thereat shall be determined by that Committee. The acts
of a Committee shall require no more than the vote of a majority of the Members present.
Section 2.13. Action Without Meetings. Any action required to be taken at any meeting of the
Board of Directors or any committee designated by the Board may be taken without a meeting, if all
members of the Board or committee entitled to vote on such matters consent thereto in writing and
the writing or writings are filed with the minutes of the proceedings of the Board or committee.
ARTICLE III Officers
Section 3.01. Conflict of Interest. An officer shall disclose the officer’s interest in any
material contract or material transaction, whether entered into or proposed, in accordance with the
provision in Section 2.04.
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Section 3.02. Agents and Attorneys. The Directors shall have power from time to time to appoint
agents or attorneys for the Corporation within or outside Canada with such powers (including the
power to sub-delegate) of management, administration or otherwise as the Directors may specify.
Section 3.03. Appointments. The Directors may, without limit to their powers with respect to
appointment of Officers contained in the laws governing the Corporation, from time to time appoint
Officers with such duties and powers and for such terms of office as the Directors deem advisable,
provided that at all times there shall be in office a Chairman, a President and a Secretary.
Section 3.04. Vacancies. A vacancy in any office may be filled at any time by the Board. Any
Officer appointed by the Board may be removed by it at any time at its discretion.
Section 3.05. Chairman of the Board. The Chairman of the Board shall preside at all Meetings of
the Shareholders and of the Board at which he is present. The Chairman of the Board shall perform
all duties incident to the office of Chairman of the Board and such other duties as may from time
to time be assigned to him by the Board. The Chairman of the Board may be a non-employee Director.
Section 3.06. Vice Chairman. The Vice Chairman of the Board (if one is appointed) shall, in the
absence of the Chairman of the Board, preside at all Meetings of the Shareholders and of the Board
at which he is present. He shall perform all duties incident to the office of Vice Chairman of the
Board and such other duties as may from time to time be assigned to him by the Board.
Section 3.07. President. The President shall be responsible for the general management and
direction of the business and affairs of the Corporation. The President shall make reports of the
Corporation’s business to the Board at such times as the Board shall require. The President shall
perform all duties incident to the office of President and such other duties as may from time to
time be assigned to the President by the Board.
Section 3.08. Vice Presidents. A Vice President (if any are appointed) shall perform all duties
incident to the office of Vice President and such other duties as may be assigned to him from time
to time by the Board or the President. The Board may designate one or more Vice Presidents as
Executive Vice President or Senior Vice President or Regional Vice President or Field Vice
President or Functional Vice President or such other designation as the Board may deem appropriate.
Section 3.09. Secretary. The Secretary shall attend the Meetings of the Shareholders and of the
Board and keep Minutes of such Meetings. The Secretary shall send out notices of all Meetings as
required by law. The Secretary shall be the custodian of the seal and of the corporate books and
records (except books of account and accounting records) required to be kept by law. The Secretary
is authorized and empowered to (a) appear and make answer for the Corporation to all writs, orders
and interrogatories upon articulated facts issued out of any court, (b) make affidavits and solemn
declarations in connection therewith or in connection with any and all judicial proceedings to
which the Corporation is a party, and (c) represent the Corporation and attend and vote at any and
all meetings of shareholders or members of any firm, syndicate, company or corporation in which the
Corporation has shares or is otherwise
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interested, and any action taken and vote cast by him at any such meeting shall be deemed to be the
act and/or vote of the Corporation. The Secretary or an Assistant Secretary may certify under his
signature and the corporate seal of the Corporation as to the authenticity or nature of any
document of the Corporation including any proceedings and any extract from the Minutes of Meetings
of the Board or the Shareholders as well as to the existence of any fact, matter or thing relating
to the Corporation or its affairs. The Secretary shall perform, in general, all duties incident to
the office of Secretary and such other duties as may from time to time be assigned by the Board or
the Chairman, Vice Chairman or the President.
Section 3.10. Treasurer. The Treasurer shall be in charge of the monies and securities of the
Corporation (other than securities issued by the Corporation) and have the administration of its
credit and collection policies. The Treasurer shall deposit or cause to be deposited all monies of
the Corporation with such depositories as the Board shall designate. The Treasurer shall disburse
these monies or control their disbursement and shall also control the purchase, safekeeping and
sale of the securities of the Corporation. The Treasurer shall, in general, perform all duties
incident to the office of Treasurer and such other duties as may from time to time be assigned by
the Board.
Section 3.11. Controller. The Controller (if one is appointed) shall be in charge of the accounts
of the Corporation and shall keep or cause to be kept in proper books, accurate accounts of all
transactions affecting the financial position of the Corporation. The Controller shall, in
general, perform all duties incident to the office of the Controller and such other duties as may
from time to time be assigned by the Board.
Section 3.12. Assistant Officers. The President may, at the President’s discretion, appoint or
remove one or more Assistant Officers or fill any vacancy in any such office. An Assistant Officer
shall perform such duties as may be assigned to such Assistant Officer by the President or the
Officer in respect of whom he is named to act. In the absence of the said Officer, the Assistant
Officer shall perform the duties of that Officer. In these By-Laws, the expression “Officer”
shall, unless the context otherwise requires, mean and include Assistant Officers.
ARTICLE IV Shares of Capital Stock
Section 4.01. Share Certificates. Subject to the laws governing the Corporation, share
certificates shall be in such form as the Board may from time to time determine and shall be signed
by at least one of the following persons, or the signature shall be printed or otherwise
mechanically reproduced on the certificate: (a) the Secretary or an Assistant Secretary; or (b) the
President.
Section 4.02. Lost, Destroyed or Mutilated Certificates. The Board of Directors or any officer of
the Corporation to whom the Board of Directors has delegated authority, or failing such delegation,
the Secretary of the Corporation, may authorize any transfer agent of the Corporation to issue, and
any registrar of the Corporation to register, at any time and from time to time unless otherwise
directed, a new certificate or certificates of stock in place of a certificate or certificates upon
surrender of the mutilated certificate, or in the case of loss or destruction of the certificate,
upon receipt by the transfer agent of evidence of such loss or destruction, which may be the
affidavit of the applicant; a bond indemnifying the Corporation and any transfer agent and
registrar of the class of stock involved against claims that may be made against it or them on
account of the lost or destroyed certificate or the issuance of a new certificate, of such
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kind and in such amount as the Board of Directors shall have authorized the transfer agent to
accept generally or as the Board of Directors or an authorized officer shall approve in particular
cases; and any other documents or instruments that the Board of Directors or an authorized officer
may require from time to time to protect adequately the interest of the Corporation. A new
certificate may be issued without requiring any bond when, in the judgment of the Directors, or
such authorized officer, it is proper to do so. [Note: this is a completely new provision]
ARTICLE V Instruments
Section 5.01. Execution of Instruments. All cheques, drafts and orders for the payment of money
and all promissory notes and acceptances shall be signed by one Officer or by such other person and
in such manner as shall be determined from time to time by the Board. Unless otherwise provided by
resolution of the Board, all endorsements of cheques, drafts or other negotiable instruments
payable to the Corporation shall be for collection and for deposit to the credit of the Corporation
with any of its duly authorized bankers or depositories. Any such endorsement may be by means of a
rubber stamp or other device.
ARTICLE VI Indemnification of Officers and Directors
Section 6.01. Indemnity. Subject to the limitations contained in the governing Act but without
limit to the right of the Corporation to indemnify as provided for in the Act, the Corporation
shall indemnify a Director or Officer, a former Director or Officer, or a person who acts or acted
at the Corporation’s request as a Director or Officer or in a similar capacity of another entity at
the Corporation’s request (or a person who undertakes or has undertaken any liability on behalf of
the Corporation or at the Corporation’s request on behalf of any such other entity) and his heirs
and legal representatives, against all costs, charges and expenses, including an amount paid to
settle an action or satisfy a judgment, reasonably incurred by him in respect of any civil,
criminal, administrative, investigative or other proceeding to which he is made a party by reason
of being or having been a Director or Officer of the Corporation or such body corporate or by
reason of having undertaken such liability.
Section 6.02. Limitation. The corporation may not indemnify an individual under Section 6.01
unless the individual (a) acted honestly and in good faith with a view to the best interests of the
Corporation; and (b) in the case of a criminal or administrative action or proceeding that is
enforced by a monetary penalty, he had reasonable grounds for believing that his conduct was
lawful.
Section 6.03. Insurance. The Corporation may purchase and maintain insurance for the benefit of
any person referred to in Section 6.01 to the extent permitted by the Act.
ARTICLE VII General Provisions
Section 7.01. Seal. The Corporation shall have one corporate seal containing the words Novelis
Inc.
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Section 7.02. Fiscal Year. The fiscal year of the Corporation shall end on March 31, in each year.
Section 7.03. Notices. Any notice, communication or document to be given by the Corporation
pursuant to the Canada Business Corporations Act, the Articles, the By-laws or otherwise, to a
Shareholder, Director, officer or auditor shall be sufficiently given if delivered personally to
the person whom it is to be given, or if delivered to his recorded address, or if mailed by prepaid
mail addressed to him at his recorded address. In addition to the foregoing, any such notice,
communication or document required to be given may instead be delivered by the Corporation in an
electronic or other technologically enhanced format, provided that the requirements of the
applicable law of such delivery have been complied with in all respects, including, where required,
receipt by the Corporation of the prior consent of the recipient to the delivery of such notice,
communication or document in electronic or other technologically enhanced format and the
designation by the recipient of the information system for receipt thereof.
