CERTIFICATE AND ARTICLES OF INCORPORATION
Published on November 17, 2004
Exhibit No. 3.1: Certificate and Articles of Incorporation of Novelis Inc.
Logo: Industry Canada
Certificate Certificat
of Incorporation de constitution
Canada Business Loi canadienne sur
Corporations Act les societes par actions
NOVELIS INC. 426013-9
- --------------------------------- ---------------------------------------
Name of corporation-Denomination Corporation number-Numero de la societe
de la societe
I hereby certify that the Je certifie que la societe
above-named corporation, the susmentionnee, dont les statuts
articles of incorporation of constitutifs sont joints, a ete
which are attached, was constituee en societe en vertu de la
incorporated under the Canada Loi canadienne sur les societes
Business Corporations Act. par actions.
Signature September 21, 2004/le 21 septembre 2004
Director - Directeur Date of Incorporation -
Date de constitution
Logo: Canada
[LOGO]
THE DIRECTORS MAY, FROM TIME TO TIME AND IN ACCORDANCE WITH THE LAWS
GOVERNING THE CORPORATION, APPOINT ONE OR MORE DIRECTORS.
MEETINGS OF SHAREHOLDERS MAY BE HELD AT SUCH PLACE WITHIN CANADA AS THE
DIRECTORS OF THE CORPORATION MAY DETERMINE, OR OUTSIDE OF CANADA, IF SO
DETERMINED BY THE DIRECTORS, IN ALL THE STATE CAPITAL CITIES IN THE U.S.,
IN MAJOR CITIES IN THE U.S. INCLUDING ATLANTA, BOSTON, CHICAGO, CLEVELAND,
DALLAS, DENVER, HOUSTON, LOS ANGELES, MIAMI, MINNEAPOLIS, NEW ORLEANS, NEW
YORK, PHILADELPHIA, PHOENIX, PITTSBURGH, SAN DIEGO, SAN FRANCISCO, SEATTLE,
ST. LOUIS AND TAMPA, IN LONDON, ENGLAND, IN PARIS, FRANCE OR IN ZURICH,
SWITZERLAND.
SCHEDULE 1
The shares of the Corporation shall consist of an unlimited number of Special
Shares issuable in series, an unlimited number of First Preferred Shares
issuable in series, an unlimited number of Second Preferred Shares issuable in
series and an unlimited number of common shares.
The rights, privileges, restrictions and conditions attaching to each class of
shares of the Corporation are as follows:-
1. SPECIAL SHARES
1.1. The Special Shares shall be issuable in series and the Board of Directors
of the Corporation shall have the right, from time to time, to fix the number of
shares in, and to determine the designation, rights, privileges, restrictions
and conditions (including, for greater certainty, the "specified amount" of the
series for purposes of subsection 191(4) of the Income Tax Act (Canada), if any)
attaching to, each series of the Special Shares subject to the limitations, if
any, set out in the Articles of the Corporation.
1.2. The holders of any series of the Special Shares shall be entitled to
receive in priority to the holders of any First Preferred Shares, Second
Preferred Shares, common shares and shares of any other class of the Corporation
ranking subordinate to the Special Shares, as and when declared by the Board of
Directors of the Corporation, dividends in the amounts specified or determinable
in accordance with the rights, privileges, restrictions and conditions attaching
to the series of which such Special Shares form part.
1.3. Upon any liquidation, dissolution or winding-up of the Corporation or
other distribution of the assets of the Corporation among shareholders for the
purpose of winding up its affairs, before any amount shall be paid to or any
assets distributed among the holders of any First Preferred Shares, Second
Preferred Shares, common shares and shares of any other class of the Corporation
ranking subordinate to the Special Shares, the holders of the Special Shares
shall be entitled to receive with respect to the shares of each series thereof
all amounts which may be provided in the Articles of the Corporation to be
payable thereon in respect of return of capital, premium and accumulated
dividends remaining unpaid, including all cumulative dividends, whether or not
declared. Unless the Articles of the Corporation otherwise provide with respect
to any series of the Special Shares, after payment to the holders of the Special
Shares of the amounts provided in the Articles of the Corporation to be payable
to them, such holders shall not be entitled to share in any further distribution
of the assets of the Corporation.
1.4. Unless the Articles of the Corporation otherwise provide with respect to
any series of the Special Shares, the holders of the Special Shares shall not be
entitled to receive any notice of or attend any meeting of shareholders of the
Corporation and shall not be entitled to vote at any such meeting.
-2-
1.5. The holders of the Special Shares shall not be entitled to vote
separately as a class and, unless the Articles of the Corporation otherwise
provide, the holders of any series of the Special Shares shall not be entitled
to vote separately as a series, upon a proposal to amend the Articles of the
Corporation in the case of an amendment of a kind referred to in paragraphs (a),
(b) and (e) of subsection 176(1) of the Canada Business Corporations Act as now
existing.
1.6. Any meeting of shareholders at which the holders of the Special Shares
are required or entitled by law to vote separately as a class or as a series
shall, unless the Articles of the Corporation otherwise provide, be called and
conducted in accordance with the by-laws of the Corporation; provided that no
amendment to or repeal of the provisions of such by-laws made after the date of
the first issue of any of the Special Shares by the Corporation shall be
applicable to the calling and conduct of meetings of holders of the Special
Shares voting separately as a class or as a series unless such amendment or
repeal has been theretofore approved by an ordinary resolution adopted by the
holders of the Special Shares voting separately as a class.
1.7. If any Special Shares of any series are issued and subsequently cancelled
by way of redemption, purchase or retraction, such that no Special Shares of any
series are outstanding, the class of Special Shares shall be cancelled. Any
restatement of the Articles of the Corporation subsequent to such cancellation
shall contain no reference to the Special Shares or to the rights, privileges,
restrictions and conditions attaching thereto.
2. FIRST PREFERRED SHARES
2.1. The First Preferred Shares shall be subject and subordinate to the
rights, privileges, restrictions and conditions attaching to the Special Shares.
2.2. The First Preferred Shares shall be issuable in series and the Board of
Directors of the Corporation shall have the right, from time to time, to fix the
number of shares in, and to determine the designation, rights, privileges,
restrictions and conditions attaching to, each series of the First Preferred
Shares subject to the limitations, if any, set out in the Articles of the
Corporation.
2.3. The holders of any series of the First Preferred Shares shall be entitled
to receive, subject to the prior right of the holders of any Special Shares but
in priority to the holders of any Second Preferred Shares, common shares and
shares of any other class of the Corporation ranking subordinate to the First
Preferred Shares, as and when declared by the Board of Directors of the
Corporation, dividends in the amounts specified or determinable in accordance
with the rights, privileges, restrictions and conditions attaching to the series
of which such First Preferred Shares form part.
-3-
2.4. Upon any liquidation, dissolution or winding-up of the Corporation or
other distribution of the assets of the Corporation among shareholders for the
purpose of winding up its affairs, before any amount shall be paid to or any
assets distributed among the holders of any Second Preferred Shares, common
shares or shares of any other class of the Corporation ranking subordinate to
the First Preferred Shares and subject to the prior right of the holders of any
Special Shares, the holders of the First Preferred Shares shall be entitled to
receive with respect to the shares of each series thereof all amounts which may
be provided in the Articles of the Corporation to be payable thereon in respect
of return of capital, premium and accumulated dividends remaining unpaid,
including all cumulative dividends, whether or not declared. Unless the Articles
of the Corporation otherwise provide with respect to any series of the First
Preferred Shares, after payment to the holders of the First Preferred Shares of
the amounts provided in the Articles of the Corporation to be payable to them,
such holders shall not be entitled to share in any further distribution of the
assets of the Corporation.
2.5. Unless the Articles of the Corporation otherwise provide with respect to
any series of the First Preferred Shares, the holders of the First Preferred
Shares shall not be entitled to receive any notice of or attend any meeting of
shareholders of the Corporation and shall not be entitled to vote at any such
meeting; provided that at any meeting of shareholders at which, notwithstanding
the foregoing, the holders of the First Preferred Shares are required or
entitled by law to vote separately as a class, each holder of the First
Preferred Shares of any series thereof shall be entitled to cast in respect of
each such share held, that number of votes which is equal to the quotient
obtained by dividing the total number of dollars which was received by the
Corporation as consideration for the issue of all the outstanding shares of such
series by the number of such outstanding shares, provided that in respect of any
such consideration denominated in a currency other than Canadian dollars, the
Board of Directors of the Corporation shall, for the purpose of this paragraph
2.5., determine the appropriate conversion rate of such currency to Canadian
dollars in effect on the date of issue and, based on such rate, the Canadian
dollar equivalent of such consideration; and provided further that when such
quotient is a fraction or a whole number plus a fraction there shall be no right
to vote in respect of such fraction.
2.6. The holders of the First Preferred Shares shall not be entitled to vote
separately as a class and, unless the Articles of the Corporation otherwise
provide, the holders of any series of the First Preferred Shares shall not be
entitled to vote separately as a series, upon a proposal to amend the Articles
of the Corporation in the case of an amendment of a kind referred to in
paragraphs (a), (b) and (e) of subsection 176(1) of the Canada Business
Corporations Act as now existing.
2.7. Any meeting of shareholders at which the holders of the First Preferred
Shares are required or entitled by law to vote separately as a class or as a
series shall, unless the Articles of the Corporation otherwise provide, be
called and conducted in accordance with the by-laws of the Corporation;
provided that no amendment to or repeal of the provisions of such by-laws made
after the date of the first issue of any of the First Preferred Shares by the
Corporation shall be applicable to the calling and conduct of meetings of
holders of the First Preferred Shares voting separately as a class or as a
series unless such amendment or repeal has been theretofore
-4-
approved by an ordinary resolution adopted by the holders of the First Preferred
Shares voting separately as a class.
3. SECOND PREFERRED SHARES
3.1. The Second Preferred Shares shall be subject and subordinate to the
rights, privileges, restrictions and conditions attaching to the Special Shares
and to the First Preferred Shares.
3.2. The Second Preferred Shares shall be issuable in series and the Board of
Directors of the Corporation shall have the right, from time to time, to fix the
number of shares in, and to determine the designation, rights, privileges,
restrictions and conditions attaching to, each series of the Second Preferred
Shares subject to the limitations, if any, set out in the Articles of the
Corporation.
3.3. The holders of any series of the Second Preferred Shares shall be
entitled to receive, subject to the prior right of the holders of any Special
Shares and First Preferred Shares but in priority to the holders of common
shares and shares of any other class of the Corporation ranking subordinate to
the Second Preferred Shares, as and when declared by the Board of the Directors
of the Corporation, dividends in the amounts specified or determinable in
accordance with the rights, privileges, restrictions and conditions attaching to
the series of which such Second Preferred Shares form part.
3.4. Upon any liquidation, dissolution or winding-up of the Corporation or
other distribution of the assets of the Corporation among shareholders for the
purpose of winding up its affairs, before any amount shall be paid to or any
assets distributed among the holders of common shares or of shares of any other
class of the Corporation ranking subordinate to the Second Preferred Shares and
subject to the prior right of the holders of any Special Shares and First
Preferred Shares, the holders of the Second Preferred Shares shall be entitled
to receive with respect to the shares of each series thereof all amounts which
may be provided in the Articles of the Corporation to be payable thereon in
respect of return of capital, premium and accumulated dividends remaining
unpaid, including all cumulative dividends, whether or not declared. Unless the
Articles of the Corporation otherwise provided with respect to any series of the
Second Preferred Shares, after payment to the holders of the Second Preferred
Shares of the amounts provided in the Articles of the Corporation to be payable
to them, such holders shall not be entitled to share in any further distribution
of the assets of the Corporation.
3.5. Unless the Articles of the Corporation otherwise provide with respect to
any series of the Second Preferred Shares, the holders of the Second Preferred
Shares shall not be entitled to receive any notice of or attend any meeting of
shareholders of the Corporation and shall not be entitled to vote at any such
meeting; provided that at any meeting of shareholders at which, notwithstanding
the foregoing, the holders of the Second Preferred Shares are required or
entitled by law to vote separately as a class, each holder of the Second
Preferred Shares of any series
- 5 -
thereof shall be entitled to cast in respect of each such share held, that
number of votes which is equal to the quotient obtained by dividing the total
number of dollars which was received by the Corporation as consideration for the
issue of all the outstanding shares of such series by the number of such
outstanding shares, provided that in respect of any such consideration
denominated in a currency other than Canadian dollars, the Board of Directors of
the Corporation shall, for the purpose of this paragraph 3.5., determine the
appropriate conversion rate of such currency to Canadian dollars in effect on
the date of issue and, based on such rate, the Canadian dollar equivalent of
such consideration; and provided further that when such quotient is a fraction
or a whole number plus a fraction there shall be no right to vote in respect of
such fraction.
3.6 The holders of the Second Preferred Shares shall not be entitled to vote
separately as a class and, unless the Articles of the Corporation otherwise
provide, the holders of any series of the Second Preferred Shares shall not be
entitled to vote separately as a series, upon a proposal to amend the Articles
of the Corporation in the case of an amendment of a king referred to in
paragraphs (a), (b) and (e) of subsection 176(1) of the Canada Business
Corporations Act as now existing.
3.7 Any meeting of shareholders at which the holders of the Second Preferred
Shares are required or entitled by law to vote separately as a class or as a
series shall, unless the Articles of the Corporation otherwise provide, be
called and conducted in accordance with the by-laws of the Corporation;
provided that no amendment to or repeal of the provisions of such by-laws made
after the date of the first issue of any of the Second Preferred Shares by the
Corporation shall be applicable to the calling and conduct of meetings of
holders of the Second Preferred Shares voting separately as a class or as a
series unless such amendment or repeal has been theretofore approved by an
ordinary resolution adopted by the holders of the Second Preferred Shares
voting separately as a class.
4. COMMON SHARES
4.1 The common shares shall entitle the holders thereof to one vote per
common share at all meetings of shareholders, except meetings at which only
holders of another specified class or series of shares are entitled to vote. The
holders of common shares shall have the right, subject to the rights,
privileges, restrictions and conditions attaching to any Special Shares, First
Preferred Shares, Second Preferred Shares and shares of any other class of the
Corporation ranking senior to the common shares, to receive any dividend
declared by the Corporation and the remaining property of the Corporation upon a
dissolution.