EX-3.28 ARTICLES OF ASSOCIATION OF NOVELIS UK LTD.
Published on August 3, 2005
EXHIBIT 3.28
COMPANIES ACT 1985
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PRIVATE COMPANY LIMITED BY SHARES
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ARTICLES OF ASSOCIATION
(Adopted by special resolution passed on 5/1/05)
-of-
NOVELIS UK LTD
(formerly known as Alcan Packaging Bridgnorth Ltd)
CONTENTS
COMPANIES ACT 1985
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PRIVATE COMPANY LIMITED BY SHARES
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NEW
ARTICLES OF ASSOCIATION
(Adopted by special resolution passed on 5/07/05)
-of-
NOVELIS UK LTD
(formerly known as Alcan Packaging Bridgnorth Ltd)
INTRODUCTORY
1.1 The Regulations contained in Table A in the First Schedule to the
Companies Act 1923 shall not apply to the Company.
1.2 The Regulations contained or incorporated in Table A in the Schedule to
The Companies (Tables A to F) Regulations 1985 as amended by The
Companies (Tables A to F) Amendment Regulations 1985 and The Companies
Act 1985 (Electronic Communications) Order 2000 (in the following
Articles "Table A") shall apply to the Company, save insofar as they
are varied or excluded by or are inconsistent with the following
Articles.
1.3 In Regulation 1 of Table A, the words "and in Articles of Association
adopting the same" shall be inserted after the word "regulations" in
the last paragraph of that Regulation and the sentence "Any reference
to any statutory provision shall be deemed to include a reference to
each and every statutory amendment, modification, re-enactment and
extension thereof for the time being in force" shall be inserted at the
end of that Regulation.
1.4 Regulations 8 to 11 (inclusive) 40, 73 to 77 (inclusive), 80, 90, 94 to
98 (inclusive) and 118 of Table A shall not apply to the Company
2 In these Articles, the expression "the Controlling Shareholder" means
the registered holder for the time being of more than one half in
nominal value of the issued ordinary share capital of the Company and
includes (for the avoidance of doubt) any member holding all of the
issued ordinary share capital of the Company and the expression "the
Nominee" means any person holding shares in the Company as nominee or
otherwise on trust, for the Controlling Shareholder.
SHARE CAPITAL
3 The current share capital of the Company is L17,000,000
divided into 17,000,000 Ordinary Shares of L1.00 each.
4.1 No share or beneficial interest in a share shall be issued or allotted
to any person other than the Controlling Shareholder or some other
person expressly approved by the Controlling Shareholder in writing,
but subject to that all the unissued shares for the time being in the
capital of the Company shall be at the disposal of the Directors who
may allot, grant options over or otherwise dispose of them to such
persons, at such times and on such terms and conditions as they think
proper, subject to section 80 of the Act and provided that no share
shall be issued at a discount.
4.2 The provisions of sections 89(1) and 90(1) to (6) of the Act shall not
apply to the Company.
TRANSFER OF SHARES
5.1 The Directors may, in their absolute discretion and without giving any
reason, refuse to register the transfer of any share in the capital of
the Company, whether fully or partly paid save that the Directors shall
be obliged to register any transfer of shares made to or by, or with
the express written consent of the Controlling Shareholder, or made
pursuant to Article 5.2. In its application to the Company Regulation
24 of Table A shall be modified by the deletion of the first sentence.
5.2 The Controlling Shareholder may at any time by notice given to the
Nominee at the registered address of the Nominee shown in the Register
of Members of the Company require the Nominee to transfer all or any
shares registered in his name to the Controlling Shareholder or any
other person specified in the notice for no consideration. If the
Nominee shall fail within 48 hours after service of the notice to
transfer the shares in question, the Directors may authorise any
person to execute on behalf of and as agent or attorney for the Nominee
any necessary instrument of transfer and shall cause the name of the
transferee to be entered in the Register as the holder of the shares in
question. After the name of the transferee has been entered in the
Register in purported exercise of these powers, the validity of the
proceedings shall not be questioned by any person.
5.3 Notwithstanding anything contained in these Articles:
5.3.1 any pre-emption rights conferred on existing members by these Articles
or otherwise shall not apply to, and
5.3.2 the directors shall not decline to register, nor suspend registration
of,
any transfer of shares where such transfer is:
5.3.2.1 in favour of any bank or institution (or any nominee or
nominees of such a bank or institution) to whom such shares
are being transferred by way of security, or
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5.3.2.2 duly executed by any such bank or institution (or any such
nominee or nominees) to whom such shares shall (including any
further shares in the Company acquired by reason of its
holding of such shares) have been transferred as aforesaid,
pursuant to the power of sale under such security, or
5.3.2.3 duly executed by a receiver appointed by a bank or institution
pursuant to any security document which creates any security
interest over such shares, or
5.3.2.4 in favour of any person when delivered by a bank or
institution (or any nominees of such a bank or institution) to
whom such shares have been mortgaged,
and a certificate by any official of such bank or institution (or any
nominee or nominees thereof) or any such receiver that the shares are
or are to be subject to such a security and that the transfer is
executed in accordance with the provisions of this Article shall be
conclusive evidence of such facts.
Any lien on shares which the Company has shall not apply in respect of
any shares which have been charged by way of security, to a bank or
financial institution or a subsidiary (or any nominee or nominees
thereof) of a bank or financial institution or which are transferred in
accordance with the provisions of this Article.
GENERAL MEETINGS
6 No business shall be transacted at any general meeting unless a quorum
of members is present at the time when the meeting proceeds to
business. One member holding more than one half in nominal value of the
issued ordinary share capital of the Company for the time being and
present in person or by proxy or representative shall constitute a
quorum and shall be deemed for this purpose to constitute a valid
meeting but, save in such a case, two members present in person or by
proxy or representative shall be a quorum.
DIRECTORS
7 In its application to the Company, Regulation 64 of Table A shall be
modified by the deletion of the word "two" and the substitution of the
word, "one".
8 The Controlling Shareholder shall have the right at any time and from
time to time to appoint one or more persons to be a Director or
Directors of the Company. Any such appointment shall be effected by
notice in writing to the Company by the Controlling Shareholder and
the Controlling Shareholder may in like manner at any time and from
time to time remove from office any Director (whether or not appointed
by him or it pursuant to this Article).
9 In its application to the Company, Regulation 65 of Table A shall be
modified by the deletion of the words "approved by resolution of the
Directors and".
10.1 In its application to the Company, Regulation 78 of Table A shall be
modified by the deletion of the words "... and may also determine the
rotation in which any additional Directors are to retire".
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10.2 In its application to the Company, Regulation 79 of Table A shall be
modified by the deletion of the second and third sentences.
10.3 In its application to the Company, Regulation 84 of Table A shall be
modified by the deletion of the third and final sentences.
11 In its application to the Company, Regulation 81 of Table A shall be
modified by the deletion of paragraph (e) and the substitution of the
following paragraph:
"(e) he is removed from office under the provisions of Article 8 of
the Company's Articles of Association."
PROCEEDINGS OF DIRECTORS
12 The continuing Directors or a sole continuing Director may act
notwithstanding any vacancies in their number. A sole Director shall
have authority to exercise all powers and discretions vested in the
Directors and, in its application to the Company, Regulation 89 of
Table A shall be modified accordingly.
13 A Director may vote at a meeting of the Directors, and form part of a
quorum present at that meeting, in relation to any matter in which he
has, directly or indirectly, an interest or duty which conflicts or
which may conflict with the interests of the Company, provided that he
has previously disclosed the nature of such duty or interest to the
Directors. The provisions of Regulation 86 of Table A shall be taken to
apply equally to any disclosure to be made, under the provisions of
this Article.
EXECUTION OF DOCUMENTS
14 In its application to the Company, Regulation 101 of Table A shall be
modified by the addition of the following sentence:
"Any instrument expressed to be executed by the Company and signed by
two Directors or one Director and the Secretary by the authority of the
Directors or of a committee authorised by the Directors shall (to
extent permitted by the Act) have effect as if executed by affixing the
seal."
INDEMNITY
15 Subject to section 310 of the Act:
15.1 every Director or other officer of the Company shall be entitled to be
indemnified out of the assets of the Company against all losses or
liabilities which he may sustain or incur in or about the execution of
the duties of his office or otherwise in relation to his office,
including any liability incurred by him in defending any proceedings,
whether civil or criminal, in which judgment is given in his favour or
in which he is acquitted or in connection with any application under
section 144 or 727 of the Act in which relief is granted to him by the
court, and no Director or other officer shall be liable for any loss,
damage or misfortune which may happen to or be incurred by the Company
in the execution of the duties of his office or otherwise in relation
to his office;
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15.2 the Company may purchase and maintain insurance for any such Director
or other officer against any liability which by virtue of any rule of
law would otherwise attach to him in respect of any negligence,
default, breach of duty or breach of trust of which he may be guilty in
relation to the Company.
ELECTRONIC COMMUNICATIONS
16 Any Director who participates in the proceedings of a meeting by means
of an electronic communication by which all the other Directors
present at such meeting (whether in person or by alternate or by means
of electronic communication) may hear at all times such Director and
such Director may hear at all times all other Directors present at
such meeting (whether in person or by alternate or by means of
electronic communication) shall be deemed to be present at such meeting
and shall be counted when reckoning a quorum.
17 In their application to the Company, Regulations 60 and 61 of Table A
shall be modified by the addition of the following sentence:
"The appointment of a proxy may be contained in an electronic
communication sent to such address (including any number) as may be
notified by or on behalf of the Company for that purpose and may be in
such form as the Directors may approve including requirements as to
the use of such discrete identifier or provision of such other
information by a member so as to verify the identity of such member and
as to the authenticity of any electronic signature thereon."
18 In its application to the Company, Regulation 62 of Table A shall be
modified by the addition of the following sentences:
"In the event that more than one appointment of a proxy relating to the
same share is so delivered or received for the purposes of the same
meeting, the appointment last delivered or received (whether in writing
or contained in an electronic communication) shall prevail in
conferring authority on the person named therein to attend the meeting
and vote.
An appointment of proxy contained in an electronic communication found
by the Company to contain a computer virus shall not be accepted by the
Company and shall be invalid."
19 In its application to the Company, Regulation 115 of Table A shall be
modified by the addition of the following after the words "after the
time it was sent" at the end of the third sentence:
"notwithstanding that the Company is aware of the failure in delivery
of such electronic communication. Without prejudice to such deemed
delivery, if the Company is aware of the failure in delivery of an
electronic communication and has sought to give notice by such means at
least three times, it shall send the notice in writing by post within
48 hours of the original attempt".
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