EX-3.12 ARTICLES OF ASSOCIATION OF NOVELIS DO BRASIL LTDA.
Published on August 3, 2005
EXHIBIT 3.12
ARTICLES OF ASSOCIATION
CHAPTER I - THE CORPORATE NAME, THE HEADQUARTERS, THE CORPORATE PURPOSE AND
THE DURATION
ARTICLE 1 - The private limited company organized under the corporate name of
NOVELIS DO BRASIL LTDA. is ruled by the provided for in this agreement and the
provisions provided for in articles 1052 through 1087 of Law No. 10.406, of
January 10, 2002, and complementarily by the provisions provided for in articles
997 through 1.038 of the same Law No. 10.406, of January 10, 2002 and also by
Law No. 6.404, of December 15, 1976, and later amendments thereto, and it has
been transformed into a private limited company by virtue of the Ordinary and
Extraordinary General Shareholders' Meetings held on April 24, 1997.
ARTICLE 2 - The Company holds its headquarters and venue in the Capital of the
State of Sao Paulo, at Avenida das Nacoes Unidas, 12.551, 15 degrees andar,
Torre Empresarial World Trade Center de Sao Paulo, Brooklin Novo, a location
enrolled with CNPJ/MF (National Register of Legal Entities of the Ministry of
Finance) under No. 60.561.800/0001-03, where its administrative office operates
and the Company's management is exercised, and it may open branch offices,
agencies or representations anywhere within Brazil or abroad.
SOLE PARAGRAPH - In addition to its headquarters described in the caption
hereof, on this date the Company holds branch offices or establishments at the
following addresses, with the respective registrations with CNPJ/MF (National
Register of Legal Entities of the Ministry of Finance): Rua Felipe Camarao, 414,
Santo Andre - SP - CNPJ/MF No. 60.561.800/0002-94; Avenida Americo Rene
Gianetti, s/n degrees, Ouro Preto - MG - CNPJ/MF No. 60.561.800/0030-48; Fazenda
Usina da Brecha, Guaraciaba - MG - CNPJ/MF No. 60.561.800/0032-00; Fazenda Usina
do Salto, Ouro Preto - MG - CNPJ/MF No. 60.561.800/0033-90; Avenida Buriti, n
degrees 1.087, Pindamonhangaba - SP - CNPJ/MF No. 60.561.800/0041-09; Estrada do
Brito, s/n degrees, Ponte Nova - MG - CNPJ/MF No. 60.561.800/0051-72; Via das
Torres, s/no, Candeias - BA - CNPJ/MF
No. 60.561.800/0086-00; Jazida Monjolo, s/n degrees, Distrito de Padre Viegas,
Mariana - MG - CNPJ/MF No. 60.561.800/0105-08; Jazida Fazenda do Lopes, s/n
degrees, Caete - MG - CNPJ/MF No. 60.561.800/0106-80; Mina Serra do Maquine, s/n
degrees, Caete - MG - CNPJ/MF No. 60.561.800/0107-61; Fazenda Gandarela e Mato
Grosso, s/n degrees, Distrito de Conceicao do Rio Acima, Santa Barbara - MG -
CNPJ/MF No. 60.561.800/0108-42; Deposito de Bauxita Acurui, s/n degrees,
Itabirito - MG - CNPJ/MF No. 60.561.800/0109-23; Mina Galo, s/n degrees,
Distrito de Cafarnaum, Faria Lemos - MG - CNPJ/MF No. 60.561.800/0110-67; Road
from Miguel Rodrigues to Barroca, s/n degrees, Cachoeira do Brumado,
Municipality of Mariana - MG - CNPJ/MF No. 60.561.800/0005-37; Fazenda da
Vargem, Municipality of Santa Barbara - MG - CNPJ/MF No. 60.561.800/0006-18;
Fazenda Usina de Furquim, Municipality of Mariana - MG - CNPJ/MF No.
60.561.800/0008-80; Avenida do Contorno, n degrees 2905, rooms Nos. 1205 through
1208, Belo Horizonte - MG - CNPJ/MF No. 60.561.800/0009-60; Via Matoin, s/n
degrees, Aratu, Municipality of Candeias - BA - CNPJ/MF No. 60.561.800/0088-64;
and Access road to Serra de Antonio Pereira, Municipality of Antonio Pereira -
MG - CNPJ/MF No. 60.561.800/0010-02.
ARTICLE 3 - The Company is intended for: a) producing, transforming, purchasing,
selling, importing, exporting, on its own account or on account of third
parties, aluminum and each and every metals and materials, chemicals,
electro-chemicals, electro-metallurgical and metallurgical products, as well as
exercising the industry and the trade of such products, sub-products and
byproducts; b) producing, manufacturing, selling, importing, exporting, on its
own account or on account of any third parties, packaging in general made of
aluminum and any other materials, either related or not, for any purposes; c)
manufacturing, purchasing, selling, importing and exporting materials,
machinery, equipment, tools, parts and accessories, on its own account or on
account of any third parties; d) representing national or foreign companies; e)
participating in any other companies as a partner, shareholder or quotaholder,
by practicing all acts convenient to the protection and the development of such
participations; f) generating and distributing electric power for its own
consumption or commercialization, in the whole or partially, by building up and
maintaining plants and their facilities, by means of the concession or
authorization by the competent
2
authorities; g) promoting and exploiting, on its own account or on account of
any third parties, the businesses and the activities of research and mineral
carving of each and every substance, as well as the transportation, treatment,
processing, transformation and any other industrial process for using the
product resulting from mining activity.
ARTICLE 4 - The term of duration of the Company is indefinite, and it started
its activities on December 31, 1940.
CHAPTER II - THE CAPITAL STOCK AND THE QUOTAS
ARTICLE 5 - The Company's capital stock is of one hundred and twenty million,
one hundred and thirty-one thousand Reais (R$120,131,000.00) divided into one
hundred and twenty million, one hundred and thirty-one thousand (120,131,000)
equal quotas, in the par value of one Real (R$1.00) each, fully subscribed and
paid in, in national current currency and in assets, and distributed between the
partners as follows:
PARAGRAPH ONE - The liability of each partner is, pursuant to the law,
restricted to the amount of its quotas, but all partners shall respond severally
for the payment of the capital stock."
PARAGRAPH TWO - The one hundred and twenty million, one hundred and thirty
thousand and nine hundred and ninety-nine (120,130,999) quotas representing the
capital stock of the Company the titleholder thereto being quotaholder Novelis
Inc., qualified above, are pledged in favor of Citicorp North America, Inc., a
company duly organized and validly existing under the laws of the State of New
York, United States of America, headquartered at 388 Greenwich Street, 19th
Floor, New York, New York
3
10013, under terms of the agreement called "Quota Pledge Agreement", entered
into by and among the Company, Novelis Inc., and Citicorp North America, Inc.,
qualified above, on January 7, 2005.
PARAGRAPH THREE - The one hundred and twenty million, one hundred and thirty
thousand and nine hundred and ninety nine (120,130,999) quotas shall remain
pledged during the effectiveness of the "Quota Pledge Agreement".
PARAGRAPH FOUR - The quotas pledged shall grant to Novelis Inc, qualified above,
the sole and exclusive entitlement to voting right and receipt of dividends on
such quotas.
PARAGRAPH FIVE - The exercise of the voting right by Novelis Inc, qualified
above, shall not be dependent upon the consent of Citicorp North America, Inc.,
qualified above, as collateral creditor.
CHAPTER III - THE MANAGEMENT
ARTICLE 6 - The Company will be administered and represented by a General
Manager and a Treasurer, who shall be residing in the Country, they being either
quotaholders or not, appointed by the totality of partners, or also by one or
more attorneys appointed for such purpose. The General Manager shall use
denomination of President. The treasurer shall use denomination of Chief
Financial Officer and Officer of Corporate Services.
PARAGRAPH ONE - In observance of the provided for in Article 9, the acts listed
below will be practiced in the following order: (i) by the General Manager, (ii)
by the Treasurer, (iii) by the attorney or attorneys appointed as per the
caption.
a) The purchase, alienation or encumbering of any chattels or real estate
properties, as well as rights pertaining thereto;
4
b) the appointment, admission, contracting, suspension and dismissal of
employees and representatives from the Company, determining positions,
remuneration and any other conditions for the rendering of services;
c) the establishment of the general expenses and the administration expenses of
the Company;
d) the opening, transacting and closing down banking accounts, whichever is the
amount involved;
e) deciding on the deployment or investment of all funds available under the
title of the Company;
f) taking loans, by granting to the creditors any guarantees, either actual or
personal guaranties, on their assets and rights of the Company;
g) issuing, signing, accepting, endorsing and negotiating checks, bills of
exchange, promissory notes, as well as any other negotiable instruments of any
kind;
h) obtaining, controlling and disposing of raw materials and supply of any kind,
and for that, they may execute agreements, statements, letters of intent, as
well as any other documents required for the performance of such transactions;
i) entering into agreements of any kind for the sale of products produced by the
Company, and for that, it may take all the actions required for the sale, in the
internal and external market, by executing any statements, forms and any other
documents required for such transactions;
j) executing agreements of any kind for the purchase of any products, and for
that, they may take all the actions required for the purchase, in the internal
and external market, by signing any statements, forms and any other documents
required for such transactions;
5
l) collecting debtors, in court or out of court, and for that, they may appoint
attorneys vested with powers to transact and enter into judicial agreements in
behalf of the Company;
m) contracting, changing and canceling insurance coverage that covers risks of
any kind;
n) calling and presiding the General Shareholders' Meetings;
o) purchasing interests in the capital of any other companies; and
p) any other management acts, even if not expressly stated above.
PARAGRAPH TWO - It is incumbent upon the General Manager, or the Treasurer, or
the attorney or attorneys appointed as per the caption, to represent the Company
before any Federal, State and Municipal Public Offices, Autarchies, Boards of
Trade, Unions of Workers and Employers' Association, consumer protection
agencies, public utility carriers and any other agencies of the Direct and
Indirect Public Management.
PARAGRAPH THREE - The managers of the Company are: (i) ANTONIO TADEU COELHO
NARDOCCI, Brazilian citizen, married, engineer, domiciled in the Municipality of
Sao Paulo, State of Sao Paulo, where he holds an office at Avenida das Nacoes
Unidas, 12.551, 15 degrees andar, Brooklin Novo, CEP 04578-000, bearer of
identity card (RG) under No. 6.822.521 (SSP-SP), and enrolled with CPF/MF
(Natural Entity Taxpayers' Roll of the Ministry of Finance) under No.
012.050.108-23, to the position of General Manager, who will use the
denomination of President, and (ii) ALEXANDRE MOREIRA MARTINS DE ALMEIDA,
Brazilian citizen, married, metallurgist engineer, domiciled in the municipality
of Sao Paulo, State of Sao Paulo, where he holds office at Avenida das Nacoes
Unidas, 12.551, 15 degrees andar, Brooklin Novo, CEP 04578-000, bearer of
identity card (RG) No. M-1.516.659 (SSP-MG), enrolled with CPF/MF (Natural
Entity Taxpayers' Roll of the Ministry of Finance) under No. 638.997.606-20 to
the position
6
of Treasurer, who will use the denomination of Chief Financial Officer and
Officer of Corporate Services.
PARAGRAPH FOUR - The powers of administrators will be determined by titleholders
to the quotas corresponding to at least seventy-five percent (75%) of the
capital stock.
ARTICLE 7 - The term of office of Administrators will be of one (1) year,
counted as of the date of the resolution that appoints them, until the date of
the subsequent resolution, reelection being accepted.
ARTICLE 8 - The General Manager, the Treasurer and the attorneys referred to in
article 6 will be vested with powers to, separately or jointly, grant powers of
attorney in behalf of the Company to any third parties with specific powers for
practicing the acts referred to in paragraph 1 of article 6 above.
PARAGRAPH ONE - Exception made to the powers of attorney "ad judicia", the
powers of attorney referred to in the caption of this article shall have a
validity term of up to one (1) year.
PARAGRAPH TWO - The powers of attorney referred to in the caption of this
article may be granted, with or without reservation of equal powers, to any
third parties, unless there is an express prohibition in that regard.
ARTICLE 9 - Upon the occurrence of a vacancy, absence or hindrance of the
General Manager, he shall be replaced by the Treasurer. Upon the occurrence of a
vacancy, absence or hindrance of the General Manager and the Treasurer, they
shall be replaced by the attorney or attorneys referred to in the caption of
Article 6, until the vacancy is filled, the absence or the hindrance of anyone
of the aforementioned ceases.
ARTICLE 10 - It is expressly forbidden, it being null and with no effect in
relation to the Company, the act of any one of its administrators, attorneys or
employees, implying an obligation or responsibility foreign to the corporate
purpose of the Company."
7
CHAPTER IV - THE MEETINGS OF QUOTAHOLDERS
ARTICLE 11 - The Ordinary Meeting of Quotaholders will be held on an annual
basis, within the first four months subsequently to the end of the fiscal year,
with aims at deciding on the election of administrators, as well as for the
rendering of accounts by administrators, deliberating on the balance sheet and
the economic result, as well as addressing any of other subjects of the
Company's interest.
ARTICLE 12 - The corporate resolutions will be made in a Meeting of
Quotaholders, it being valid for registration and other legal effects only the
Minutes of Resolutions and the Instruments of Contractual Amendment signed by
the partners attending the Meeting, as many as required for the validity of
decisions, but with no prejudice to those that want to sign them, in the
presence of two witnesses, and the first copy shall be filed with the Public
Registry of Business Corporations and the second copy shall be filed with the
headquarters of the Company jointly with the registration protocol, and it is
dismissed (i) the filing with the Registry of Trade of any Minutes of Meetings
not intended to produce effects before third parties; and (ii) the opening of a
book of minutes.
PARAGRAPH ONE - The appointment of administrators who are not partners is
dependent upon the unanimous decision of the partners when the capital stock is
not fully paid in.
PARAGRAPH TWO - It is dependent upon the decision of partners holding title to
the quotas corresponding to at least seventy-five percent (75%) of the capital
stock: (i) the amendment to the articles of association; (ii) the
transformation, amalgamation, merger, dissolution, liquidation or cessation of
the status of liquidation of the Company; (iii) the dismissal of the
administrator; (iv) the determination of remuneration of administrators; (v) the
application for bankruptcy are composition with creditors by the Company; (vi)
the assignment of quotas to any third parties; (vii) the approval of the
Management's accounts; (viii) the appointment and dismissal of liquidators and
the judgment of their
8
accounts; and (ix) the appointment of administrators who are not partners when
the capital stock is fully paid in, or the appointment of
partner-administrators.
PARAGRAPH THREE - The votes in the corporate decisions will be counted in
accordance with the value of the quotas held by each partner.
ARTICLE 13 - The Meetings of Quotaholders shall be convened by the
administrators, or by the partners when the administrators delay the call for
more than sixty (60) days.
PARAGRAPH ONE - The call for the Meeting will be made by means of an internal
communication, e-mail or fax, where it will be stated the place, date and time
of the Meeting, as well as the subject matters to be discussed, and it is
expressly dismissed the publication of the call in newspaper.
PARAGRAPH TWO - The attendance by all partners, or the statement thereby of
being aware of the place, date, time and order of the day shall dismiss the
previous call.
PARAGRAPH THREE - The Meeting of Quotaholders is dismissible when all partners
decide in writing, on the matter that would be the subject of the Meeting.
CHAPTER V - THE FISCAL YEAR, THE FINANCIAL STATEMENTS AND THE DIVIDENDS
ARTICLE 14 - The fiscal year starts on January 1st and end on December 31st of
the same year.
ARTICLE 15 - At the end of every fiscal year, a balance sheet, the statement of
profits and losses accrued, the statement of result of the fiscal year and the
statement of origins and applications of resources shall be prepared, based on
the accounting bookkeeping of the Company and the legislation in effect,
following the approval by the Partners.
9
PARAGRAPH ONE - The net profit ascertained each fiscal year shall be given the
application as determined therefore by the Partners. The distribution shall
always be in the proportion of the quotas held.
PARAGRAPH TWO - At the end of each semester, the biannual balance sheet shall be
prepared, and the partners may declare dividends in the account of profits
ascertained in such balance sheet.
PARAGRAPH THREE - Further, the partners may declare intermediate dividends in
the account of accrued profits or reserves of profits existing in the latest
annual or biannual balance sheet.
PARAGRAPH FOUR - The Company may also prepare balance sheets in shorter periods,
not lower than two months, and it is incumbent upon the partners to decide on
the distribution of profits ascertained in such balance sheets or to incorporate
them into the capital stock, in observance of the provided for in paragraph one
of Article 204 of Law no. 6404 of December 15, 1976.
CHAPTER VI - THE GENERAL PROVISIONS
ARTICLE 16 - The Company will be liquidated in the legal cases, and the mode of
liquidation and liquidator will be determined unanimously by the partners in a
Meeting of Quotaholders.
ARTICLE 17 - Under the terms of the provided for in Article 1085 of Law No.
10406 of January 10, 2002, the partner may be excluded from the Company for
cause, upon deliberation by the partners titleholders to the quotas representing
the majority of the capital stock, in a meeting of quotaholders specially
convened for such a purpose, and the partner to be excluded shall be informed
within the maximum term of fifteen (15) days before the date of the Meeting.
10
PARAGRAPH ONE - For purposes of the provided for in this article, it will be
considered as Cause: - (i) the practice of any acts of undeniable severity; (ii)
to put at risk the existence or the continuation of the Company; (iii) to
exercise a business activity competing with the Company; (iv) to associate with
or organize a company in the same branch of activity as the Company, but not
belonging to the economic group of the latter; (v) to be dismissed for cause by
the Company, if he is an employee thereof; (vi) to be charged for crime of
bankruptcy, violation of duty, bribery or graft, concussion, peculate; or crime
against the popular economy, the national financial system, the competition
defense rules, the consumer relations, the public faith or property.
ARTICLE 18 - The death of any one of the quotaholders will not dissolve the
Company, and the quotas of such deceased quotaholder shall be reverted to the
equity of the majority quotaholder, which, based on the latest balance sheet of
the Company, shall pay to the successor estate, and third-party quota holders
may be admitted, at the discretion of the remaining quotaholders.
ARTICLE 19 - For all matters arising of this Agreement, it is henceforth elected
the Court of Sao Paulo, Capital, excluding any other."
The General Manager and the Treasurer are not hindered, by any special law, from
exercising the Company's management and they are neither convicted or under the
effects of conviction, to a penalty that prevents, even if temporarily, the
access to public positions, or by crime of bankruptcy, violation of duty,
bribery or graft, concussion, peculate; or crime against the popular economy,
the national financial system, the forms of competition defense, the consumer
relations, the public faith or property.
The Parties hereto execute this instrument in five (5) counterparts of equal
tenor and contents, in the presence of two (2) witnesses.
Sao Paulo, January 17, 2005
11