EX-3.26 ARTICLES OF ASSOCIATION FOR NOVELIS SWITZERLAND S.A.
Published on August 3, 2005
EXHIBIT 3.26
Novelis Switzerland SA
Sierre / Switzerland
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ARTICLES OF ASSOCIATION
Translation of the original German text, which prevails
I. GENERAL PROVISIONS
ARTICLE 1
A company limited by shares is registered, in accordance with Article 620 et
seq. of the Swiss Code of Obligations, under the name of Novelis Switzerland SA
(Novelis Switzerland AG, Novelis Switzerland Ltd.) with legal domicile in Sierre
(Switzerland).
ARTICLE 2
(1)The purpose of the Company is the production and processing of metal,
especially aluminium and its alloys, as well as trading such products.
(2)The Company is also entitled to acquire and sell, manage and pledge real
property, participations in enterprises and intellectual property in an outside
of Switzerland. The Company can establish branch offices and subsidiary
companies in and outside of Switzerland. Furthermore, the Company can perform
any activity directly or indirectly connected with the aforementioned purposes.
(3)The Company is also entitled to grant financing, in the form of loans or all
kind of securities, to third parties, including but not limited to shareholders
holding directly or indirectly the Company or to affiliates of such
shareholders. Such financing needs not to be provided against consideration.
ARTICLE 3
The duration of the Company is unlimited
II. SHARE CAPITAL AND STOCK LEDGER
ARTICLE 4
(1)The share capital of the Company is CHF 5,000,000 and is divided into 5,000
registered shares with a par value of CHF 1,000 each. The share capital is fully
paid in.
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(2)On direction of the Board of Directors, the Company may issue certificates
embodying one or more shares.
(3)The Shareholders' Meeting is entitled to fractionize shares to a smaller par
value or to merge shares to a higher par value. The Shareholders' Meeting may,
at any time, convert registered shares into bearer shares or bearer shares into
registered shares; in case of conversion into registered shares the
Shareholders' Meeting may decide to restrict the transferability of the
registered shares.
ARTICLE 5
(1)The Company keeps a share ledger listing the shareholders and usufructuaries.
(2)Persons who do expressly declare in the entry application that they hold the
shares on their own account will be entered with voting rights in the share
ledger. After interviewing registered shareholders, the Board of Directors is
entitled to delete entries from the share register, with retroactive effect from
the date of entry, should these have been obtained by misrepresentation. The
affected shareholder must be immediately informed of the deletion.
III. ORGANIZATION OF THE COMPANY
ARTICLE 6
The bodies of the Company are
A. Shareholders' Meeting
B. Board of Directors
C. Statutory Auditors
A. SHAREHOLDERS' MEETING
ARTICLE 7
(1)The supreme corporate body of the Company is the Shareholders' Meeting. It
has the inalienable powers according to Article 698 para 2 of the Swiss Code of
Obligations.
(2)The Shareholders' Meeting is called by the Board of Directors, if necessary,
by the Auditors or, where required, by the Liquidators, designating the place of
such Meeting. A Shareholders' Meeting can also be called if one or more
shareholders
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representing together at least 10% of the share capital request a calling of a
Shareholders' Meeting in written form listing thereon the items and the motions.
(3)The Shareholders' Meeting shall be called at the latest twenty (20) days
prior to the day of the Meeting by publication according to Article 22 of these
articles of association. The calling shall state the agenda items as well as the
motions of the Board of Directors and of the shareholders who have requested the
holding of a Shareholders' Meeting or the inclusion of an item in the agenda
according to Article 699 para 3 of the Swiss Code of Obligations.
(4)No resolutions may be passed on motions concerning agenda items which have
not been duly announced (with the exception in case of a Shareholders' Meeting
in accordance with Article 701 of the Swiss Code of Obligations); excepted are
motions for the calling of an Extraordinary Shareholders' Meeting or the
initiating of a special audit.
(5)The making of motions within the scope of agenda items and the discussion
without the passing of resolutions do not require announcement in advance.
ARTICLE 8
Each shareholder is entitled to participate in the Shareholder Meeting and to
vote. Each share entitles to one vote. A shareholder may be represented at the
Shareholders' Meeting by another shareholder or by a third person who does not
have to be a shareholder. The representative needs a proxy in writing. The Board
of Directors determines the validity of the appointment of the proxy.
ARTICLE 9
The ordinary Shareholders' Meeting shall take place annually within six months
after the close of the business year. Extraordinary Shareholders' Meetings shall
be called according to need.
ARTICLE 10
(1)The chairman or in his absence another member of the Board of Directors or a
chairman for the day elected by the Shareholders' Meeting shall preside over the
Shareholders' Meeting. The chairman designates a secretary.
(2)The Board of Directors shall take the necessary measures to ascertain the
voting rights.
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ARTICLE 11
(1)Minutes are kept of the proceedings by a secretary (who needs not be a
shareholder) designated by the Board of Directors. The minutes shall be signed
by the Chairman and the Secretary.
(2)These minutes shall include:
1. the number, type, par value and classes of shares, represented
by shareholders, corporate bodies, independent proxies of
voting rights and proxies for deposited shares;
2. the resolutions and results of elections;
3. the requests for information and the respective replies;
4. the statements for the record made by the shareholders.
(3)The shareholders have the right to inspect the minutes.
ARTICLE 12
(1)To the extent that the law or the Articles of Association do not provide
otherwise, the Shareholders' Meeting passes its resolutions and carries out the
elections by absolute majority of the votes of the shares present or
represented.
(2)The powers and the organization of the Shareholders' Meeting shall be
governed by Articles 698-705 of the Swiss Code of Obligations.
B. BOARD OF DIRECTORS
ARTICLE 13
(1)The Board of Directors of the Company shall be composed of at least three
members who must be shareholders. The members of the Board of Directors shall be
elected at the ordinary Shareholders' Meeting for a term of one year. The term
of office of the members of the Board of Directors expires at the date of the
next ordinary Shareholders' Meeting except for prior resignation by or removal
of a member. New members of the Board of Directors shall succeed in the term of
office of the members which they replace.
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(2)The Board of Directors constitutes itself. It determines who shall be its
chairman and its secretary who may be appointed ad hoc as minutes' keeper who
need not be a member of the board.
(3)To the extent that the management regulations do not provide otherwise, the
members of the Board of Directors and of other managing bodies shall have joint
signature power by two.
ARTICLE 14
The board of directors meets as often as the business of the company requires,
by invitation of the chairman or one of his representatives. Any member of the
board of directors may, stating the reasons, request the chairman to immediately
call a meeting.
ARTICLE 15
(1)The Board of Directors is responsible for all matters which by law or the
Articles of Association are not assigned to the Shareholders' Meeting.
(2)The Board of Directors has the following non-transferable and inalienable
duties:
1. the ultimate management of the Company and the giving of the necessary
directives;
2. the establishment of the organization;
3. the structuring of the accounting system and of the financial controls
as well as the financial planning in so far as this is necessary for
the management of the Company;
4. the appointment and removal of the persons entrusted with the
management and the representation;
5. the ultimate supervision of the persons entrusted with the management,
in particular, in view of compliance with the law, the Articles of
Association, regulations and directives;
6. the preparation of the business report as well as the preparation of
the Shareholders' Meeting and the implementation of its resolutions;
7. the notification of the judge in case of overindebtedness.
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(3)The Board of Directors may assign the preparation and the implementation of
its resolutions or the supervision of business transactions to committees or
individual members. It shall provide for adequate reporting to its members.
ARTICLE 16
(1)The board of directors has a quorum if the absolute majority of its members
are present. The board of directors adopts its resolutions according to the
majority of votes cast.
(2)Resolutions may be adopted by way of circulation, unless a member requests
discussion.
ARTICLE 17
(1)The board of directors regulates its organization and passing of resolutions
in management regulations. The meeting chairman has no casting vote according to
Article 713, para. 1 CO.
(2)The Board of Directors may fully or partially delegate the management to
individual members or third parties in accordance with management regulations.
The Board of Directors may delegate the power of representation to one or
several members (managing director) or third parties which do not have to be
shareholders (managers). At least one member of the Board of Directors must be
empowered to represent the Company. Reserved are in any case the
non-transferable and inalienable duties of the Board according to Article 716a
of the Swiss Code of Obligations.
(3)The Board of Directors shall adopt the necessary regulations.
C. STATUTORY AUDITORS
ARTICLE 18
(1)The Shareholders' Meeting shall elect one or more individuals or legal
entities as Statutory Auditors for each business year. The Auditors must have
the specific prerequisite provided for by the law and be independent from the
Company.
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(2)Rights and duties of the Statutory Auditors are shall be determined by legal
provisions.
IV. BUSINESS YEAR, BUSINESS REPORT,
ALLOCATION OF PROFITS
ARTICLE 19
(1)The business year of the Company shall be determined by the Board of
Directors.
(2)The Board of Directors prepares for each year a business report which is
composed of the annual financial statements (profit and loss statement, balance
sheet and attachment), as well as the annual report.
(3)The business report and the Auditors' report shall be made available for
inspection at the Company's domicile no later than twenty (20) days prior to the
ordinary Shareholders' Meeting.
ARTICLE 20
The balance sheet income is at the disposal of the Shareholders' Meeting which
may allocate it at its discretion within the limits prescribed by the law.
V. DISSOLUTION AND LIQUIDATION
ARTICLE 21
(1)The dissolution of the Company is governed by the provisions of the law.
(2)In case of dissolution, the liquidation shall be carried out by the Board of
Directors or by a liquidator appointed by the Shareholders' Meeting.
(3)The liquidation of the Company shall take place in accordance with Article
742 ss. of the Swiss Code of Obligations. The liquidator is authorized to
dispose of the assets (including real estate) by way of private sale.
(4)After all debts have been satisfied, the net proceeds shall be distributed
among the shareholders in proportion to the amounts paid in.
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VI. PUBLICATIONS AND ANNOUNCEMENTS
ARTICLE 22
Announcements to the shareholders shall be made by letters to the addresses
recorded in the share register or by publication in the Swiss Official Gazette
of Commerce unless mandatory provisions of the law provide otherwise.
ARTICLE 23
Publications of the Company shall be made in the Swiss Official Gazette of
Commerce, the Company's organ of publication.
ARTICLE 24
(1)In accordance with the Demerger Agreement entered into by the Company and
Alcan Aluminium Valais SA, Sierre on November 30, 2004, the Company acquires
from Alcan Aluminium Valais SA, Sierre as of the date of the capital increase
(December 13, 2004) assets and liabilities as defined in the demerger balance
sheet, dated September 30, 2004. The total value of these assets and liabilities
is CHF 12,000,002. By way of consideration the Company distributes to its
shareholders 4'900 registered shares in the Company, fully paid up, each with a
par value of CHF 1,000. The difference in the amount of CHF 7,100,002 resulting
from the total aggregate nominal value of the shares issued and the net book
value of the contribution in kind shall be allocated to the reserves.
Zurich, December 13, 2004
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