Exhibit No. 99.2: Alcan Inc. management’s proxy circular

Notice of Special Meeting

23 November 2004

Table of Contents:

La version française du présent document ainsi que la formule de procuration qui l’accompagne seront envoyées aux actionnaires sur demande. Veuillez communiquer avec la Compagnie Trust CIBC Mellon, en appelant au 1 800-387-0825 (sans frais) ou à frais virés au (416) 643-5500.

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Dear Shareholder:

You are cordially invited to attend the Special Meeting of Shareholders of Alcan Inc., which will take place on 22 December 2004, at the Centre Mont-Royal, 2200 Mansfield Street, Montreal, Quebec, Canada at 2:00 p.m.

The Meeting has been called to consider and vote on a special resolution in connection with a proposed Arrangement pursuant to which most of the aluminum rolled businesses operated by Alcan will be transferred to a new public company, Novelis Inc., and the shares of that public company will be distributed to Common Shareholders of Alcan. Novelis will be comprised of substantially all of the aluminum rolled products businesses operated by Alcan prior to the December 2003 acquisition of Pechiney, together with some of Alcan’s alumina and primary metal-related businesses in Brazil and four former Pechiney rolling facilities in Europe. The accompanying circular describes the Arrangement.

Prior to becoming effective, the Arrangement must be approved by the Shareholders and by the Quebec Superior Court, and Alcan must receive an advance income tax ruling from the Canada Revenue Agency which confirms that the distribution may be made on a tax neutral basis for Common Shareholders in form and substance satisfactory to the Board of Directors of Alcan. The Board of Directors will retain the discretion to proceed with the Arrangement once all necessary approvals have been obtained.

The anticipated benefits of the Arrangement are set out in the accompanying circular. Information about the businesses to be transferred pursuant to the Arrangement is set out in the accompanying preliminary non-offering prospectus of Novelis Inc. We encourage you to read both documents carefully. The Board of Directors of Alcan unanimously recommends that you vote in favour of the Arrangement.

Your vote is important. Please complete, sign and date the accompanying form of proxy and return it in the enclosed envelope, whether or not you plan to attend the Meeting. Returning the proxy will not limit your right to vote in person if you attend the Meeting.

The Meeting will be webcast on Alcan’s web site (www.alcan.com).

If you have any questions regarding the matters to be dealt with at the Meeting or require assistance in completing your proxy form, please contact CIBC Mellon Trust Company, at (416) 643-5500 or 1-800-387-0825 (toll free throughout Canada and the United States) or Georgeson Shareholder Communications Canada, Inc., at 1-888-288-1076 (toll free throughout Canada and the United States) or +800-6790-0674 (toll free in other countries).

Yours sincerely,

L. Yves Fortier

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NOTICE TO UNITED STATES SHAREHOLDERS

The accompanying proxy circular (the “Circular”) has been prepared in accordance with the disclosure requirements of Canada. The holders of Common Shares, Series C Preference Shares and Series E Preference Shares of Alcan Inc. (the “Alcan Shareholders”) should be aware that such requirements are different from those of the United States. Alcan Shareholders should also be aware that the Circular distributed outside of Canada omits certain information that is solely required to be included for Canadian regulatory purposes.

Alcan Shareholders should be aware that the receipt of the securities and/or cash pursuant to the arrangement described in the Circular (the “Arrangement”) may have tax consequences both in Canada and the United States. Such consequences for Alcan Shareholders who are residents in, or citizens of, the United States may not be fully described in the Circular. See “Income Tax Considerations — Certain Canadian Federal Income Tax Considerations” and “Income Tax Considerations — Certain United States Federal Income Tax Considerations” for certain information concerning tax consequences of the Arrangement and the other transactions described in the Circular for Alcan Shareholders who are United States taxpayers.

The enforcement by Alcan Shareholders of civil liabilities under the United States securities laws may be adversely affected by the fact that each of Alcan and Novelis is incorporated in Canada, that some or all of their respective officers and directors may be residents of countries other than the United States, that some or all of the experts named in the Circular may be residents of countries other than the United States and that all or a substantial portion of the assets of Alcan and Novelis and such persons may or will be located outside the United States. Therefore, it may be difficult for United States shareholders to effect service within the United States upon those persons who are not residents of the United States or to realize in the United States upon judgments of courts of the United States predicated upon the civil liability provisions of the United States federal securities laws. Ogilvy Renault, Alcan’s Canadian counsel, has advised that, in their opinion, there is doubt as to the enforceability in Canada against Alcan or against its directors, officers and experts who are not residents of the United States, in original actions or in actions for enforcement of judgments of United States courts, of liabilities predicated solely upon United States federal securities laws.

No securities regulatory authority in Canada has expressed an opinion about the securities to be issued pursuant to the Arrangement and it is an offence to claim otherwise. Neither the United States Securities Exchange Commission nor any state securities commission has approved or disapproved any of these securities or determined if the Circular is truthful or complete. Any representation to the contrary is a criminal offense. This Circular does not constitute an offer to sell or the solicitation of an offer to buy any securities.

CURRENCY EXCHANGE RATES

Except where otherwise indicated, all dollar amounts set forth in the Circular are expressed in U.S. dollars and “$” and “US$” mean U.S. dollars.

The following table sets forth exchange rate information expressed in terms of Canadian dollars per U.S. dollar at the noon buying rate in New York City for cable transfers in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York. The rates set forth below may differ from the actual rate used in our accounting processes and in the preparation of our financial statements.

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NOTICE OF SPECIAL MEETING

A Special Meeting (the “Meeting”) of the holders of Common Shares, Series C Preference Shares and Series E Preference Shares of Alcan Inc. (“Alcan”) will be held on 22 December 2004 at 2:00 p.m. Eastern Standard Time (EST), at the Centre Mont-Royal, 2200 Mansfield Street, Montreal, Quebec, Canada, for the following purposes:

Pursuant to the Interim Order, holders of Alcan Common Shares and Alcan Preference Shares have the right to dissent and to obtain the repurchase of their shares, the whole as contemplated in the Interim Order and in the Plan of Arrangement and as described in the accompanying Circular.

Shareholders who cannot attend the Meeting to vote in person are requested to submit their proxies in accordance with the procedures set out in the accompanying Circular.

By order of the Board of Directors,

Roy Millington

Montreal, Canada

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MANAGEMENT PROXY CIRCULAR

This Circular is furnished in connection with the solicitation of proxies by the board of directors and management of Alcan Inc. for use at the special meeting of Alcan shareholders to be held in Montreal on 22 December 2004 (and at any adjournment thereof) for the purposes set out in the attached Notice of Special Meeting.

DEFINITIONS

Unless stated otherwise, the following expressions used in this Circular have the meanings indicated below:

“Alcan” or “Company” means Alcan Inc., a corporation organized under the CBCA,

“Alcan Annual Report” means the 2003 annual report of Alcan sent to Alcan Shareholders and filed with Canadian and United States securities regulators,

“Alcan Board” or “Alcan Board of Directors” or “Board” means the board of directors of Alcan,

“Alcan Class A Common Shares” or “New Alcan Common Shares” means the class A common shares of Alcan, having the terms and conditions set out in the Plan of Arrangement, which Alcan will be authorized to issue upon the Arrangement becoming effective and which are to be issued under the Arrangement to Alcan Common Shareholders in exchange, in part, for Alcan Common Shares. The Alcan Class A Common Shares will be redesignated as Alcan common shares (such redesignated Alcan common shares being referred to as the New Alcan Common Shares) once the current Alcan common shares have been deleted from the share capital of Alcan,

“Alcan Common Shares” means the voting common shares of Alcan,

“Alcan Common Shareholders” means the holders of Alcan Common Shares,

“Alcan Executive Share Option Plan” means the executive share option plan of Alcan, which came into effect on 26 March 1981, as amended from time to time,

“Alcan Group” means Alcan and its subsidiaries, whether held directly or indirectly,

“Alcan Option” means an outstanding option to acquire Alcan Common Shares granted by Alcan pursuant to the Alcan Executive Share Option Plan,

“Alcan Optionholders” means the holders of Alcan Options,

“Alcan Preference Shareholders” means the holders of Alcan Preference Shares,

“Alcan Preference Shares” means the Alcan Series C Preference Shares and the Alcan Series E Preference Shares,

“Alcan Redemption Note” means the demand, non-interest bearing promissory note to be issued by Alcan to Novelis as consideration for the aggregate redemption price of the Alcan Special Shares held by Novelis, as contemplated by the Plan of Arrangement,

“Alcan’s Form 10-K” means the annual information form of Alcan dated 12 March 2004, for the year ended 31 December 2003 filed on Form 10-K with Canadian and United States securities regulators,

“Alcan Shareholders” or “Shareholders” means collectively, the Alcan Common Shareholders and the Alcan Preference Shareholders,

“Alcan Shares” or “Shares” means Alcan Common Shares and Alcan Preference Shares,

“Alcan Special Shares” means the non-voting redeemable, retractable, special shares of Alcan, having the terms and conditions set out in the Plan of Arrangement, which Alcan will be authorized to issue upon the Arrangement becoming effective and which are to be issued under the Arrangement to Alcan Common Shareholders in exchange, in part, for Alcan Common Shares,

“AMF” means the Quebec Agence nationale d’encadrement du secteur financier, also known as the “Autorité des marchés financiers”, the securities regulator for the province of Quebec,

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“Arcustarget” means Arcustarget Inc., a wholly-owned subsidiary of Alcan incorporated under the CBCA and designated by Alcan to own the Separated Businesses on the Effective Date prior to its amalgamation to Novelis pursuant to the Plan of Arrangement,

“Arcustarget Common Shares” means the voting common shares of Arcustarget to be transferred by Alcan to Novelis in exchange for Novelis Special Shares, as contemplated in the Plan of Arrangement,

“Arrangement” means the arrangement described in the Plan of Arrangement,

“Arrangement Resolution” means the plan of arrangement resolution, the text of which is set out in Schedule A hereto,

“Business Day” means a day, other than a Saturday, Sunday or statutory holiday in Canada or any of its provinces,

“Canadian Tax Ruling” means the advance income tax ruling and opinions to be obtained from the CRA and any amendments thereto confirming the Canadian federal income tax consequences of certain aspects of the Arrangement,

“CBCA” means the Canada Business Corporations Act,

“Certificate of Arrangement” means the certificate of arrangement to be issued by the director under the CBCA giving effect to the Arrangement,

“Chairman” means the Chairman of the Alcan Board of Directors,

“CIBC Mellon” means CIBC Mellon Trust Company,

“Circular” means this management proxy circular to be sent to Alcan Shareholders in connection with the Meeting,

“Court” means the Quebec Superior Court,

“CRA” means the Canada Revenue Agency,

“Deferred Share Unit”, or “DSU” means a unit credited by Alcan to a DSU Member by way of a bookkeeping entry in the books of Alcan or another employer in the Alcan Group, pursuant to the Directors 1997 DSUP, Directors 2001 DSUP or the Executive DSUP, the value of which, as of a particular date, is based on the price of Alcan Common Shares,

“Director” means a director of Alcan,

“Directors 1997 DSUP” means the Deferred Stock Unit Plan for Non-Employee Directors of Alcan Aluminium Limited, which came into effect on 1 January 1997, as the same may be amended from time to time,

“Directors 2001 DSUP” means the Alcan Deferred Share Unit Plan for Non-Executive Directors, which came into effect on 1 April 2001, as the same may be amended from time to time,

“Dissent Right” means the right of an Alcan Common Shareholder to dissent in respect of the Arrangement and obtain the repurchase of such Alcan’s Common Shares pursuant to the Interim Order and the Plan of Arrangement,

“Dissenting Shareholder” means an Alcan Common Shareholder who exercises such holder’s Dissent Right,

“Distribution” means the pro rata distribution of New Alcan Common Shares and Novelis Common Shares to Alcan Common Shareholders, as contemplated in the Plan of Arrangement,

“Distribution Record Date” means the third trading day on the TSX following the Effective Date or such other date as the Novelis Board and the Alcan Board may select,

“DSU Member” means an individual who has been granted DSUs under the Directors 1997 DSUP, the Directors 2001 DSUP or the Executive DSUP,

“Effective Date” means the effective date of the Arrangement, being the date shown on the Certificate of Arrangement,

“Executive DSUP” means the Alcan Deferred Share Unit Plan for Executives, which came into effect on 1 January 1997 and was amended and restated as of 1 January 2003, as the same may be amended from time to time,

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“Executive Officers” means the President and Chief Executive Officer, the Executive Vice Presidents, the Senior Vice Presidents, the Vice Presidents, the Treasurer, the Controller and the Secretary of Alcan,

“Final Hearing” means the hearing by the Court in respect of the Final Order,

“Final Order” means the final order of the Court made in connection with the approval of the Arrangement and the fairness of the terms and conditions thereof,

“In the Money Amount” means, in relation to a particular stock option, the amount by which the fair market value of the shares that are the subject of the particular option exceeds the exercise price of such option,

“Interim Order” means the interim order of the Court dated 22 November 2004 providing for, among other things, the holding of the Meeting, a copy of which is set out as Schedule C hereto, as the same may be amended, supplemented or varied by the Court,

“Lazard” means Lazard Canada Corporation,

“Meeting” means the special meeting of Alcan Shareholders to be held on 22 December 2004 and any adjournment or postponement thereof,

“Morgan Stanley” means Morgan Stanley & Co. Incorporated,

“New Alcan Options” means the options to acquire New Alcan Common Shares issued to holders of Alcan Options, other than Transferred Employees, pursuant to the Plan of Arrangement in replacement of the Alcan Options,

“Notice of Meeting” means the attached Notice of Special Meeting,

“Novelis” means Novelis Inc., a corporation incorporated under the CBCA formed to acquire, under the Arrangement, and independently carry on most of the aluminum rolled product businesses operated by Alcan,

“Novelis Board” or “Novelis Board of Directors” means the board of directors of Novelis,

“Novelis Common Shares” means the voting common shares of Novelis, having the terms and conditions set out in the Plan of Arrangement, to be issued to holders of Alcan Special Shares under the Arrangement in exchange for such Alcan Special Shares,

“Novelis Common Shareholders” means the holders of Novelis Common Shares,

“Novelis First Preferred Shares” means the first preferred shares of Novelis,

“Novelis Option” means an option to purchase Novelis Common Shares,

“Novelis Preferred Shares” means the Novelis First Preferred Shares and the Novelis Second Preferred Shares,

“Novelis Redemption Note” means the demand, non-interest bearing promissory note to be issued by Novelis to Alcan as consideration for the aggregate redemption price of the Novelis Special Shares held by Alcan, as contemplated by the Plan of Arrangement,

“Novelis Second Preferred Shares” means the second preferred shares of Novelis,

“Novelis Special Shares” means the non-voting redeemable, retractable, special shares of Novelis to be issued by Novelis to Alcan in consideration for the transfer by Alcan to Novelis of the Arcustarget Common Shares, as contemplated by the Plan of Arrangement,

“NYSE” means the New York Stock Exchange, Inc.,

“OSC” means the Ontario Securities Commission,

“Pechiney” means Pechiney, a French société anonyme, a subsidiary of Alcan following the Pechiney Combination,

“Pechiney Combination” means the process by which Pechiney became a subsidiary of Alcan,

“Plan of Arrangement” means the plan of arrangement, the text of which is set out in Schedule D hereto, as the same may be amended from time to time,

“Prospectus” means the amended preliminary non-offering prospectus filed with the securities regulatory authorities in each of the provinces and territories of Canada on 23 November 2004, and included as exhibit 99.1 of the Registration Statement, together with all amendments or supplements thereto,

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“Record Date” means 19 November 2004,

“Registration Statement” means the registration statement on Form 10, file number 001-32312, filed with the SEC under the United States Securities Exchange Act of 1934, together with all amendments or supplements thereto,

“Repurchase Right” means the right of an Alcan Preference Shareholder to dissent in respect of the Arrangement and obtain the repurchase of such holder’s Alcan Preference Shares pursuant to the Interim Order and the Plan of Arrangement,

“Repurchased Shareholder” means an Alcan Preference Shareholder who exercises such holder’s Repurchase Right,

“SEC” means the United States Securities and Exchange Commission,

“Separated Businesses” means substantially all of the aluminum rolled products businesses operated by Alcan prior to the December 2003 acquisition of Pechiney, together with some of Alcan’s alumina and primary metal-related businesses in Brazil and four former Pechiney rolling facilities in Europe, which are to be transferred to Novelis as described in this Circular,

“Separation Agreement” means the separation agreement to be entered into between Alcan and Novelis with respect to the transfer of the Separated Businesses to Novelis,

“Tax Act” means the Income Tax Act (Canada),

“Tax Proposals” means all specific proposals to amend the Tax Act and the regulations thereunder that have been publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date of this Circular,

“TSX” means the Toronto Stock Exchange,

“Transferred Employees” means employees of Alcan or its subsidiaries who will become employees of Novelis or its subsidiaries upon the separation of Novelis and Alcan, and

“$”, except where otherwise indicated, means U.S. Dollars.

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CAUTIONARY STATEMENT IN RESPECT OF FORWARD-LOOKING INFORMATION

This Circular contains certain forward-looking statements that are based on current expectations, estimates, forecasts and projections about the industries in which Alcan operates, and beliefs and assumptions made by Alcan management relating, but not limited, to operations, anticipated financial performance, business prospects and strategies of each of Alcan and Novelis. Forward-looking information typically contains statements with words such as “anticipate”, “believe”, “expect”, “plan” or similar words.

Shareholders are cautioned not to place undue reliance on forward-looking information. By its nature, forward-looking information of Alcan and Novelis involves numerous assumptions, inherent risks and uncertainties both general and specific that contribute to the possibility that the predictions, forecasts, projections and other forward-looking statements will not occur.

Factors that could cause actual results to differ from the results expressed or implied by forward-looking statements include, but are not necessarily limited to, those discussed under the heading “Risks and Uncertainties” in the Management’s Discussion and Analysis section of the Alcan Annual Report and under the heading “Risk Factors” in the Prospectus. See also “The Arrangement — Risk Factors” in this Circular.

Alcan does not intend, and disclaims any obligation to update any forward-looking statements after the date of this Circular whether as a result of new information, future events or otherwise.

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SUMMARY

The following is a summary of certain information contained elsewhere in this Circular. This summary is included for convenience only and is qualified in its entirety by the more detailed information contained elsewhere in, or incorporated by reference into, this Circular.

Meeting

The Meeting will be held at 2:00 p.m. (EST) at the Centre Mont-Royal, 2200 Mansfield Street, Montreal, Quebec, Canada, on 22 December 2004. The purpose of the meeting is to permit the Alcan Shareholders to consider and, if deemed advisable, to pass, with or without variation, a special resolution (the full text of which is set out in Schedule A to this Circular) approving the Arrangement.

Shareholders Entitled to Vote

The Record Date for the determination of Alcan Shareholders entitled to vote at the Meeting is the close of business on 19 November 2004. As at that date, 369,739,183 Alcan Common Shares, 5,700,000 Alcan Series C Preference Shares and 3,000,000 Alcan Series E Preference Shares entitled to be voted at the Meeting were outstanding.

Effect of the Arrangement

Upon the Arrangement becoming effective, the holders of Alcan Common Shares at the close of business on the Distribution Record Date will hold directly all the outstanding New Alcan Common Shares and Novelis Common Shares. The distribution ratio in respect of the Novelis Common Shares will be one Novelis Common Share for each five Alcan Common Shares held. By way of example, a holder of 1,000 Alcan Common Shares at the close of business on the Distribution Record Date will, upon the Arrangement becoming effective, hold 1,000 New Alcan Common Shares and 200 Novelis Common Shares. Alcan Common Shareholders who would otherwise be entitled to receive an interest in a Novelis Common Share will be entitled to cash for any such fractional interest.

Novelis

Novelis is a corporation that has been formed to acquire, under the Arrangement, and independently carry on most of the aluminum rolled products businesses operated by Alcan. For more information on Novelis, see the Prospectus and the section entitled “Novelis” in this Circular.

Reasons for the Arrangement

The Alcan Board believes that the separation of Novelis from Alcan will provide a number of benefits to both companies, including: (i) a sharper business focus; (ii) independent access to capital; (iii) targeted incentives for employees; (iv) two distinct investment profiles; and (v) a sound resolution to regulatory requirements. See “The Arrangement — Reasons for the Arrangement”.

The Arrangement and Related Transactions

If approved by the Alcan Shareholders and the Court, and subject to certain other conditions being fulfilled and approvals obtained, the Arrangement will be implemented pursuant to the terms of the Plan of Arrangement. The Plan of Arrangement is set out as Schedule D. The steps in the Arrangement are described under “The Arrangement — Details of the Arrangement”.

Approvals of Shareholders and the Court

In order for the Arrangement to be implemented as proposed, the Arrangement Resolution must be passed, without variation, by the affirmative vote of at least 66 2/3% of the votes cast by Alcan Common Shareholders and Alcan Preference Shareholders, voting as a single class, present in person or represented by proxy at the Meeting.

Following approval of the Arrangement by the Alcan Shareholders at the Meeting, Alcan will make application to the Court for the Final Order. A copy of the Motion for the Court Order is attached as Schedule B to this Circular. At that hearing, any Alcan Shareholder who wishes to participate or to be represented or to present evidence or argument may do so, subject to filing a notice of appearance with the Court, serving this notice on Alcan and satisfying other requirements, including those identified in the Interim Order. At the hearing for the Final Order,

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Recommendation of the Alcan Board of Directors

The Alcan Board of Directors has determined that the separation of the Separated Businesses from the other Alcan businesses is in the best interest of Alcan and its Shareholders. The Alcan Board has unanimously approved the Plan of Arrangement, the terms of the Separation Agreement and the transactions contemplated thereby. The Alcan Board of Directors recommends that Alcan Shareholders vote FOR the Arrangement Resolution. See “Recommendation of the Alcan Board of Directors”.

Dissent Rights

Pursuant to the Interim Order, each Alcan Common Shareholder has the right to dissent in respect of the Arrangement and obtain the repurchase of such holder’s Alcan Common Shares if Alcan receives from such Dissenting Shareholder a written objection thereto at or before the Meeting and such Dissenting Shareholder otherwise complies with the procedures set forth in the Interim Order and the Plan of Arrangement. See “Dissent Rights — Dissent Right”.

Pursuant to the Interim Order, each Alcan Preference Shareholder has the right to dissent in respect of the Arrangement and obtain the repurchase of such holder’s Alcan Preference Shares if Alcan receives from such Repurchased Shareholder a written objection thereto at or before the Meeting and such Repurchased Shareholder otherwise complies with the procedures set forth in the Interim Order and the Plan of Arrangement. See “Dissent Rights — Repurchase Right”.

Selected Pro Forma and Historical Financial Information

To assist the Shareholders in assessing the Arrangement and its impact on Alcan, the unaudited pro forma consolidated balance sheet of Alcan as at 30 September 2004 and the unaudited pro forma consolidated statements of income for the year ended 31 December 2003 and for the nine months ended 30 September 2004, all of which give pro forma effect to the Arrangement, are included as Schedule G to this Circular. Certain other documents containing historical financial information are also incorporated by reference in this Circular. See “Alcan Prior to the Arrangement — Documents Incorporated by Reference”. Copies of the documents so incorporated by reference may be obtained on SEDAR at www.sedar.com or on request without charge from the Corporate Secretary of Alcan at the registered office of Alcan at 1188 Sherbrooke Street West, Montreal, Quebec, Canada, H3A 3G2, telephone: (514) 848-8000.

Income Tax Considerations

The following brief summary of the Canadian federal income tax consequences of the Arrangement is not intended to be, nor should it be construed to be, advice to any particular Alcan Shareholder. Alcan Shareholders should consult their own tax advisers with respect to their particular circumstances.

In general, a Canadian resident holder of Alcan Common Shares (other than a Dissenting Shareholder) who holds such shares as capital property will not realize a capital gain or capital loss as a result of the Arrangement unless the holder chooses to realize a capital gain or capital loss pursuant to the provisions of the Tax Act. Assuming that a holder of Alcan Common Shares does not choose to realize a capital gain or a capital loss on the Arrangement, the adjusted cost base of the Alcan Common Shares will generally be allocated among the Novelis Common Shares and the New Alcan Common Shares based upon the relative fair market values of such shares at the time of the Arrangement. Following the Effective Date, Alcan will advise holders by press release of its estimation of the appropriate proportionate allocation.

In general, a non-resident holder of Alcan Common Shares will not be subject to tax in Canada as a result of the Arrangement provided the Alcan Common Shares do not constitute “taxable Canadian property” to such holder.

For a more detailed description of the Canadian federal income tax considerations relating to the Arrangement, see “Income Tax Considerations — Certain Canadian Federal Income Tax Considerations”.

For a summary of certain United States federal income tax considerations relating to the Arrangement. See “Income Tax Considerations — Certain United States Federal Income Tax Considerations”.

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QUESTIONS & ANSWERS ON VOTING AND PROXIES

Q:  WHO IS SOLICITING MY PROXY?

Q:  WHAT AM I VOTING ON?

Q:  HOW WILL THIS MATTER BE DECIDED AT THE MEETING?

Q:  WHAT DOCUMENTS ARE SENT TO SHAREHOLDERS?

     Copies of the Alcan Annual Report and audited consolidated financial statements filed with the Canadian and United States securities regulators can be found on the Company’s website at www.alcan.com, on SEDAR at www.sedar.com and on EDGAR at www.sec.gov or may be obtained, without charge, on request from the Corporate Secretary of Alcan at the registered office of Alcan, 1188 Sherbrooke Street West, Montreal, Quebec, Canada, H3A 3G2, telephone: (514) 848-8000.

Q:  WHO IS ENTITLED TO VOTE AND WHAT IS THE QUORUM?

     Each holder of Alcan Common Shares is entitled to one vote at the Meeting for each Alcan Common Share registered in his or her name at the close of business on the Record Date. Alcan Preference Shareholders are usually not allowed to vote at Shareholders meetings but will be entitled, pursuant to the Interim Order, to vote on the Arrangement Resolution, together with the Alcan Common Shareholders and not separately as a class. Each holder of Alcan Preference Shares will be entitled to one vote for each Alcan Preference Share registered in his or her name at the close of business on the Record Date. With respect to the vote on the Arrangement Resolution, the percentage of the aggregate voting rights attached to the Alcan Common Shares, Alcan Series C Preference Shares and Alcan Series E Preference Shares are 97.75%, 1.50% and 0.75% respectively.

     Pursuant to the Alcan by-laws, the holders of not less than 40% of the shares entitled to vote at a meeting of shareholders, present in person or by proxy, shall constitute a quorum.

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Q:  HOW DO I VOTE?

     Completing, signing and returning your form of proxy does not preclude you from attending the Meeting in person. If you do not wish to attend the Meeting or do not wish to vote in person, your proxy will be voted or be withheld from voting in accordance with your wishes as specified on your proxy. For Alcan Shareholders who are bodies corporate or associations, the form of proxy must be signed by a person duly authorized by that body corporate or association.

     To forward your proxy electronically, you must go to the following website: www.eproxyvoting.com/alcan and enter your personalized e-voting control number located on your form of proxy and follow the instructions.

     If your Alcan Shares are registered in the name of a nominee, please see “Voting by Non-Registered Alcan Shareholders” on page 16.

Q:  WHAT IF I PLAN TO ATTEND THE MEETING AND VOTE IN PERSON?

     Non-registered Shareholders wishing to attend the Meeting should refer to “Voting by Non-Registered Alcan Shareholders” on page 16.

Q:  WHAT HAPPENS WHEN I SIGN AND RETURN THE FORM OF PROXY?

Q:  CAN I APPOINT SOMEONE OTHER THAN THE NAMED PROXYHOLDERS TO VOTE MY ALCAN SHARES?

Q:  WHAT DO I DO WITH MY COMPLETED FORM OF PROXY?

Q:  HOW WILL MY ALCAN COMMON SHARES BE VOTED IF I RETURN MY PROXY?

Q:  IF I CHANGE MY MIND, CAN I TAKE BACK MY PROXY ONCE I HAVE GIVEN IT?

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     It should be noted that the participation in person by an Alcan Shareholder in a vote by ballot at the Meeting would automatically revoke any proxy that has been previously given by the Shareholder in respect of business covered by that vote.

Q:  WHAT IF AMENDMENTS ARE MADE TO THIS MATTER OR IF OTHER MATTERS ARE BROUGHT BEFORE THE MEETING?

Q:  HOW CAN I CONTACT THE TRANSFER AGENT?

     CIBC Mellon Trust Company

Q:  WHO ARE THE PRINCIPAL SHAREHOLDERS OF THE COMPANY?

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VOTING BY NON-REGISTERED ALCAN SHAREHOLDERS

          Applicable securities laws require your nominee to seek voting instructions from you in advance of the Meeting. Accordingly, you will receive or have already received from your nominee either a request for voting instructions or a form of proxy for the number of Alcan Shares you hold. Every nominee has its own mailing procedures and provides its own signing and return instructions, which should be carefully followed by non-registered Alcan Shareholders to ensure that their Alcan Shares are voted at the Meeting.

          Alcan generally does not have access to the names of its non-registered Alcan Shareholders. Therefore, if you attend the Meeting, Alcan will have no record of your shareholdings or of your entitlement to vote unless your nominee has appointed you as proxyholder.

          If you wish to vote in person at the Meeting, insert your own name in the space provided on the request for voting instructions or form of proxy provided by your nominee to appoint yourself as proxyholder. Then follow the signing and return instructions provided by your nominee. Non-registered Alcan Shareholders who instruct their nominee to appoint themselves as proxyholders should, at the Meeting, present themselves to a representative of CIBC Mellon.

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QUESTIONS & ANSWERS ON THE ARRANGEMENT

Q:  WHAT IS A PLAN OF ARRANGEMENT?

Q:  WHEN IS THE ARRANGEMENT LIKELY TO OCCUR?

Q:  HOW WAS THE RATIO ESTABLISHING THE NUMBER OF NOVELIS COMMON SHARES DETERMINED?

Q:  WHAT ARE THE ALCAN PREFERENCE SHAREHOLDERS BEING ASKED TO VOTE ON?

Q:  WHEN MUST I BE AN ALCAN COMMON SHAREHOLDER IN ORDER TO RECEIVE NOVELIS COMMON SHARES?

Q:  WHAT WILL BE THE IMPACT OF THE ARRANGEMENT ON THE MARKET PRICE AND THE TRADING OF MY ALCAN COMMON SHARES?

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Q:  WHEN WILL I BE ABLE TO TRADE MY NOVELIS COMMON SHARES ON THE TSX AND NYSE?

Q:  WHO SHOULD I CONTACT IF I HAVE QUESTIONS RELATING TO THE ARRANGEMENT?

Q:  WHAT HAPPENS IF THE ALCAN SHAREHOLDERS DO NOT PASS THE ARRANGEMENT RESOLUTION?

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ALCAN PRIOR TO THE ARRANGEMENT

The predecessor company to what is today Alcan was incorporated on 3 June 1902. Alcan is governed by the CBCA. Its head and registered office is located at 1188 Sherbrooke Street West, Montreal, Quebec, H3A 3G2.

Alcan is the parent company of an international group involved in many aspects of the aluminum and packaging industries. Through subsidiaries, joint ventures and related companies around the world, the activities of Alcan include bauxite mining, alumina refining, production of specialty chemicals, aluminum smelting, manufacturing and recycling, flexible and specialty packaging, as well as related research and development.

On 15 December 2003, through the Pechiney Combination, Alcan acquired a majority of the shares of Pechiney, a French aluminum and packaging company, which became one of its subsidiaries. The integration of Pechiney is being actively implemented. Alcan employs 88,000 people in 58 countries and regions.

Alcan currently operates through six business groups, each responsible for different business units of which they are composed. The operating segments of Alcan are:

Reference is made to Alcan’s Form 10-K for a more detailed description of the business carried on by Alcan.

Description of Alcan Share Capital

The authorized and issued share capital of Alcan consists of an unlimited number of Alcan Common Shares, Alcan Series C Preference Shares and Alcan Series E Preference Shares. As of 19 November 2004, there were 369,739,183 Alcan Common Shares, 5,700,000 Alcan Series C Preference Shares and 3,000,000 Alcan Series E Preference Shares issued and outstanding. Reference is made to Alcan’s Form 10-K for a more detailed description of Alcan’s authorized and issued share capital.

Stock Exchange Listings, Trading Prices and Dividends

The Alcan Common Shares are listed and posted for trading on the TSX, the NYSE, and the London, Swiss and Euronext Paris stock exchanges under the stock symbol “AL”.

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The following table sets out the market price range and volumes of trading of Alcan Common Shares on the TSX during the periods indicated.

On 19 November 2004, the closing price of the Alcan Common Shares on the TSX was CAD $59.81 per share.

The Alcan Series C Preference Shares and the Alcan Series E Preference Shares are listed on the TSX. The following table sets out the market price range and volumes of trading of Alcan Series C Preference Shares and Alcan Series E Preference Shares on the TSX during the periods indicated.

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On 19 November 2004, the closing prices of Alcan Series C Preference Shares and Alcan Series E Preference Shares on the TSX were CAD $25.90 and CAD $25.20 per share, respectively.

The TSX has conditionally approved the listing of the Novelis Common Shares, subject to the filing of the usual documentation. Novelis intends to apply for a listing of Novelis Common Shares on the NYSE. The TSX, the NYSE and the London, Swiss and Euronext Paris stock exchanges have confirmed that the redesignated New Alcan Common Shares will continue trading as the Alcan Common Shares following the Effective Date. The listing of the Alcan Preference Shares is not affected by the Arrangement.

Alcan does not have a stated dividend policy in respect of the Alcan Common Shares but has historically paid dividends on a quarterly basis. Dividends on the Alcan Preference Shares are paid quarterly in accordance with the terms of these shares. The per share totals for the last two fiscal years and until 20 November 2004 are as follows:

On 23 September 2004, the Alcan Board declared a dividend of $0.15 per share payable on 20 December 2004 to holders of Alcan Common Shares of record on 19 November 2004.

Intercorporate Relationships

The intercorporate relationships among Alcan and its subsidiaries, as of the 2003 fiscal year end, are described in Alcan’s Form 10-K.

Documents Incorporated by Reference

The following documents, filed with the securities regulators in Canada, are specifically incorporated by reference and form an integral part of this Circular:

Any document of the type referred to above as well as any material change reports (excluding any confidential material change reports) filed by Alcan with the various provincial or territorial securities commissions or similar authorities in the provinces and territories of Canada after the date of this Circular and prior to the Meeting will be deemed to be incorporated by reference into this Circular.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein will be deemed to be modified or superseded for purposes of this Circular to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement will not be deemed an admission

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Copies of the documents incorporated herein by reference in this Circular may be obtained on SEDAR at www.sedar.com or without charge, upon request, from the Corporate Secretary of Alcan at the registered office of Alcan, 1188 Sherbrooke Street West, Montreal, Quebec, Canada, H3A 3G2, telephone: (514) 848-8000. The public may read and copy any materials that Alcan files with the SEC at the SEC’s Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. The public may also obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC at www.sec.gov.

THE ARRANGEMENT

Under the Arrangement, Alcan will effectively transfer most of the aluminum rolled products businesses that it operates to Novelis and distribute the shares of Novelis to Alcan Common Shareholders. For more information on the steps involved in the Arrangement, see “The Arrangement — Details of the Arrangement”.

Upon the proposed Arrangement becoming effective, holders of Alcan Common Shares (other than Dissenting Shareholders) will hold five New Alcan Common Shares and one Novelis Common Share for each five Alcan Common Shares held. Under the Arrangement an Alcan Common Shareholder will not be entitled to be registered on the books of Novelis in respect of a fraction of a Novelis Common Share. All fractional interests in Novelis Common Shares otherwise issuable will be aggregated and sold by appropriately registered broker/ dealers on the TSX and each Alcan Common Shareholder otherwise entitled to receive a fractional interest will receive cash for its proportionate interest in the net proceeds of sale. Non-registered Alcan Common Shareholders will also receive cash in lieu of fractional interests in accordance with the respective procedures of the Canadian Depository for Securities and The Depository Trust Company and their respective participants. Certificates for Novelis Common Shares and cash in lieu of fractional interests will be sent to Alcan Common Shareholders entitled thereto as soon as practicable after the Distribution Record Date.

The Arrangement will not require any Alcan Common Shareholder to make any payment and will generally be effected on a tax-deferred basis in Canada for Alcan Common Shareholders who hold their shares as capital property. See “Income Tax Considerations — Certain Canadian Federal Income Tax Considerations”. Alcan Common Shareholders who are subject to United States federal income taxation should see “Income Tax Considerations — Certain United States Federal Income Tax Considerations”.

Reasons for the Arrangement

The Alcan Board of Directors has determined that the separation of most of Alcan’s rolled products businesses from the other Alcan businesses is a portfolio choice that is in the best interests of Alcan and its shareholders. The Board believes that the separation of Novelis from Alcan will provide a number of benefits to both companies, including:

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Background to the Arrangement

In 2003, Alcan initiated an evaluation of its portfolio of businesses. As part of this exercise, a strategic review of Alcan’s rolled products business was presented to the Alcan Board. A strategy was subsequently developed by management involving the separation of Novelis and Alcan into two distinct platforms with different underlying market economics. This strategy involved the spin-off of most of Alcan’s rolled products businesses into a separate legal entity, and was presented to the Alcan Board at its 14 February 2004 meeting, together with a comprehensive overview of portfolio alternatives and transaction rationale.

The Alcan Board met subsequently on 26 February 2004 to consider the separate investment theses and on 5 March 2004 to discuss the details of the possibility of executing the spin-off. On 24 March 2004, the Alcan Board received a comprehensive report on alternatives to the proposed spin-off, its potential for value creation, expected financial performance and the duties of directors in the circumstances. The Alcan Board considered the spin-off again at its 22 April 2004 meeting and on 11 May 2004 held a detailed review and discussion on the investment theses and execution plan prior to a public announcement. External financial and legal advisors were present at this meeting and reported directly to the Alcan Board. The Directors confirmed their continuing support for the project and, on 17 May 2004, held a meeting to approve the announcement of the spin-off. On 18 May 2004, the spin-off was publicly announced.

On 26 May 2004, Alcan publicly confirmed that the planned spin-off was a fundamental portfolio choice that would have the collateral benefit of achieving the separation of competing businesses and that was required to obtain the necessary competition approvals for the Pechiney Combination. Alcan and the European Commission held detailed discussions concerning the terms of and rationale for the proposed transaction and the asset composition of the entity to be spun-off. As part of its planning for the proposed spin-off, Alcan has taken into account the comments received from the European Commission. On 3 November 2004, Alcan submitted a formal approval proposal to the European Commission. In light of the progress achieved in the discussions with the European Commission to date, Alcan anticipates that the European Commission’s approval of the separation will be received.

Also on 26 May 2004, Alcan and the DOJ executed and filed with the United States District Court in Washington, D.C. an amended final judgment. The amendment recognizes that the Company’s proposed spin-off transaction provides an alternative solution to the competition law issue addressed by the existing order to divest the Ravenswood rolling facility, as described above. According to the terms of the amendment, either the sale of Ravenswood or the divestment of the Oswego rolling facility will sufficiently address the concern that prompted the DOJ to file its lawsuit. The DOJ has confirmed to Alcan that the proposed spin-off will satisfy the undertaking under the amended final judgement.

The Alcan Board reviewed the progress in relation to the proposed spin-off again at its 23 June 2004 and 23 September 2004 meetings.

On 28 September 2004, Alcan filed with the securities authorities in Canada and the United States a preliminary version of the Prospectus and the Registration Statement containing such Prospectus in connection with the spin-off of Novelis. The Prospectus describes Novelis and provides market and commercial information, as well as historical and pro forma financial data. The Prospectus and the Registration Statement will be amended prior to the Effective Date, and all amended versions of the Prospectus and the Registration Statement will be available on SEDAR at www.sedar.com and on EDGAR at www.sec.gov, respectively. If the Arrangement is approved and implemented, a final prospectus in respect of the distribution of Novelis Common Shares to Alcan Common Shareholders will be filed with the Canadian and United States securities regulators and mailed to Alcan Common Shareholders as soon as reasonably practicable after the Distribution Record Date.

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The Alcan Board received a comprehensive update of the proposed separation and financial arrangements for the proposed spin-off at its 27 October 2004 meeting.

Following announcement of the spin-off, certain parties independently expressed an interest to acquire Alcan’s rolled products businesses. Management, with the assistance of Alcan’s financial advisors, engaged in confidential discussions with some of these parties, emphasizing the advantages of the Arrangement regarding value, execution certainty and timing. The best of these proposed offers were presented to the Board at its 23 November 2004 meeting. The Board considered these offers and the terms, conditions and risks attached thereto and concluded that the proposed Arrangement provided the best value creation proposition to Alcan’s Shareholders.

At a meeting of the Alcan Board on 23 November 2004, Morgan Stanley and Lazard delivered their respective opinions, confirmed in writing as of the same date, that, as of 23 November 2004 and based upon and subject to the factors and assumptions set forth in such opinions, the Distribution was fair from a financial point of view to Alcan Shareholders. Neither of the opinions addresses how Alcan Shareholders should vote in connection with the Arrangement or whether any such holder should exercise a dissent or repurchase right associated with his or her shares.

The Separation Agreement and Other Inter-Company Arrangements

In connection with the separation, Novelis and Alcan will enter into a Separation Agreement and several ancillary agreements to complete the transfer of the Separated Businesses to Novelis. The Separation Agreement will set forth the agreement between Novelis and Alcan with respect to: the principal corporate transactions required to effect the Novelis separation from Alcan, the transfer to Novelis of substantially all of the aluminum rolled products businesses operated by Alcan prior to the December 2003 acquisition of Pechiney, together with some of its alumina and primary metal-related businesses in Brazil and four former Pechiney rolling facilities in Europe; the distribution of the Novelis Common Shares to Alcan Common Shareholders; and other agreements governing the relationship between Alcan and Novelis following the separation. Under the terms of the Separation Agreement, Novelis will assume and agree to perform and fulfill all of the liabilities and obligations of the contributed businesses and of the entities through which such businesses shall be contributed, including liabilities and obligations related to discontinued rolled products businesses conducted by Alcan prior to the separation, in accordance with their respective terms.

The Separation Agreement will provide for a full and complete mutual release and discharge of all liabilities existing or arising from all acts and events occurring or failing to occur or alleged to have occurred or to have failed to occur and all conditions existing or alleged to have existed on or before the separation, between or among Novelis or any of its subsidiaries, on the one hand, and Alcan or any of its subsidiaries other than Novelis, on the other hand, except as expressly set forth in the agreement.

Novelis will also agree not to engage, directly or indirectly, in any manner whatsoever, for a period of five years following the separation, in the manufacturing, production and sale of certain products for the aluminum plate and aerospace markets, unless expressly permitted to do so under the terms of the agreement.

Novelis will agree (1) not to undergo a change of control event, as defined in the Separation Agreement, for a period of 12 months following the separation, and (2) in the event of a change of control (including a change of control achieved in an indirect manner), during the four-year period following the first anniversary of the separation, to provide Alcan, within 30 days thereafter with a written undertaking of the acquirer that such acquirer shall be bound by the non-compete covenants set forth in the Separation Agreement during the remainder of the four-year period, to the same extent as if it had been an original party to the agreement.

Novelis and Alcan will enter into a transitional services agreement pursuant to which Alcan and Novelis will provide each other, on an interim transitional basis, various services such as treasury administration, selected benefits administration functions, employee compensation and information technology services.

The ancillary agreements also include commercial arrangements for the supply of metal by Alcan to Novelis, for the supply of foil by Novelis to Alcan and for the supply of alumina by Alcan to Novelis after the separation.

For a more complete description of the Separation Agreement and the ancillary agreements, please refer to the section of the Prospectus entitled “Arrangements Between Novelis and Alcan”.

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Pre-Arrangement Organizational Structure

The following diagram sets out an abbreviated organizational structure immediately prior to the proposed Arrangement taking effect:

Details of the Arrangement

Before the Arrangement takes effect, Alcan has taken or will take the following preliminary steps:

The Arrangement will involve the following steps which shall be deemed to occur in the following order:

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Distribution of Novelis Common Shares and New Alcan Common Shares

Upon the Arrangement becoming effective, from and including the Effective Date to and including the Distribution Record Date, share certificates representing Alcan Common Shares will represent the New Alcan Common Shares and Novelis Common Shares to be issued to Alcan Common Shareholders under the Arrangement. As soon as practicable after the Distribution Record Date, there will be delivered to each Alcan Common Shareholder of record at the close of business in Montreal on the Distribution Record Date, certificates representing the Novelis Common Shares to which such holder is entitled pursuant to the Arrangement and cash for any fractional interest in a Novelis Common Share. The certificates representing Alcan Common Shares will be deemed for all purposes thereafter to be certificates representing New Alcan Common Shares and accordingly no new certificates will be issued for the New Alcan Common Shares.

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Post-Arrangement Organizational Structure

The following diagram sets out an abbreviated organization structure immediately after giving effect to the proposed Arrangement:

Determination of the Number of Novelis Common Shares

The ratio of one Novelis Common Share to five Alcan Common Shares was chosen to provide appropriate liquidity for Novelis.

Treatment of Certain Outstanding Securities

Alcan Preference Shares

At 19 November 2004, 5,700,000 Alcan Series C Preference Shares and 3,000,000 Alcan Series E Preference Shares were outstanding. The terms of, and, subject to the exercise by Alcan Preference Shareholders of Repurchase Rights, the number of Alcan Preference Shares outstanding will not be changed by the Arrangement.

In the event that Alcan liquidates, dissolves or winds up or distributes its assets among Alcan Shareholders for the purpose of winding up its affairs, the holders of the Alcan Preference Shares will be entitled to receive, in preference to holders of the Alcan Common Shares, the sum of CAD $25 per Alcan Preference Share plus all accrued and unpaid dividends. The Alcan Preference Shares are redeemable at Alcan’s option at CAD $25 per Alcan Preference Share plus all accrued and unpaid dividends. Alcan Common Shares are subject to the rights of the holders of the Alcan Preference Shares.

Alcan believes that it will continue to have adequate financial resources to pay the regular dividends on the Alcan Preference Shares.

Share Purchase Plan and Dividend Reinvestment Plan of Alcan

Participants in the Share Purchase Plan of Alcan and the Dividend Reinvestment Plan of Alcan will participate in the Arrangement and receive one Novelis Common Share and five New Alcan Common Shares for each five Alcan Common Shares held under such plans.

Accordingly, Alcan Common Shares resulting from the reinvestment of cash dividends will be combined with a holder’s Alcan Common Shares of record on the close of business on the Distribution Record Date to calculate the entitlement of the holder to receive New Alcan Common Shares and Novelis Common Shares.

Alcan Executive Share Option Plan

As part of the Arrangement, each employee and former employee of Alcan and its subsidiaries who is an Alcan Optionholder, other than the Transferred Employees, will exchange all existing Alcan Options held by such Alcan Optionholder for New Alcan Options. The only consideration such Alcan Optionholder will receive for the disposition of his or her Alcan Options will be New Alcan Options. The number and exercise price of the New Alcan Options will be based on the trading prices of the Alcan Common Shares immediately before and the New Alcan Common Shares immediately after the Effective Date to preserve the economic value of the Alcan Options. The exercise price of the New Alcan Options will be denominated in Canadian dollars and the aggregate In the Money Amount applicable to the New Alcan Options determined immediately after the exchange will not exceed the aggregate In the Money Amount determined immediately before the exchange applicable to the Existing

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Deferred Share Units

As part of the Arrangement, the value of a Deferred Share Unit under each of the Directors 1997 DSUP, Directors 2001 DSUP and the Executive DSUP shall be determined based on Alcan Class A Common Shares (to become New Alcan Common Shares) and shall be valued based on Alcan Class A Common Shares thereafter. At the same time, there shall be an adjustment to the number of Deferred Share Units credited to DSU Members of the Directors 1997 DSUP, Directors 2001 DSUP and the Executive DSUP and the Executive DSUP so that the value of the DSU Members’ outstanding Deferred Share Units based on Alcan Class A Common Shares after the Arrangement is the same as the value of the DSU Members’ outstanding Deferred Share Units based on Alcan Common Shares immediately before the Arrangement. A more detailed description of the treatment of Deferred Share Units, including with respect to Transferred Employees, is included in the Plan of Arrangement.

Risk Factors

The following factors relating to Alcan, in conjunction with the other information included in this Circular (including the documents incorporated by reference herein), should be carefully considered by Alcan Shareholders in evaluating the Arrangement. Please refer to the section of the Prospectus entitled “Risk Factors” for risks relating to Novelis.

Pre-Arrangement Consents and Approvals

Alcan continues to seek and obtain certain necessary consents and approvals, including those relating to certain of its financing agreements, in order to implement the Arrangement and related transactions as currently structured. In addition, Alcan has arranged, or is in the process of arranging, new financing facilities appropriate for its operations after the implementation of the Arrangement. Alcan believes that it will obtain such consents and approvals and will have effected appropriate new financing arrangements prior to the Effective Date. However, if certain approvals and consents are not received or such new financings are not finalized prior to the Effective Date, Alcan may decide to proceed nonetheless, or it may either delay or amend the implementation of all or part of the Arrangement, including possibly delaying the spin-off of one or more of certain of its subsidiaries, in order to allow sufficient time to complete such matters.

Indemnification Obligations

Alcan and Novelis have each agreed to indemnify the other for certain liabilities and obligations related to, among other things, in the case of Novelis’ indemnity, the Separated Businesses, and in the case of Alcan’s indemnity, the business retained by Alcan. These indemnification obligations could be significant. Alcan cannot determine whether it will have to indemnify Novelis for any substantial obligations after the distribution. Alcan also cannot assure that if Novelis has to indemnify Alcan for any substantial obligations, Novelis will be able to satisfy those obligations.

Trading Prices

The trading price of Alcan Common Shares is expected to be lower following the Arrangement than the trading price of Alcan Common Shares prior thereto, reflecting the disposition of the Separated Businesses and such price may fluctuate significantly for a period of time following the Arrangement. The combined trading prices of Alcan Common Shares and Novelis Common Shares received pursuant to the Arrangement may be less than, equal to or greater than the trading price of Alcan Common Shares prior to the Arrangement.

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Qualification for Trading Common Shares

Canada

The issuance of the New Alcan Common Shares and the Novelis Common Shares pursuant to the Arrangement will be exempt from the registration and prospectus requirements of applicable Canadian securities legislation. In accordance with the applicable securities legislation, the New Alcan Common Shares and the Novelis Common Shares may be resold without restriction, subject to the conditions that no unusual effort is made to prepare the market for the resale or create a demand for the shares and no extraordinary commission or consideration is paid in respect of the resale and to customary restrictions applicable to distributions of securities held by control persons and persons in “special relationships” to the relevant company.

United States

The resale of New Alcan Common Shares and Novelis Common Shares generally may be effected without registration under the United States Securities Act of 1933 except for resales by affiliates of Alcan or Novelis that do not qualify for an exemption from registration. For these purposes, an “affiliate” is any person that directly or indirectly controls, or is controlled by or is under common control with such company, and the term “control” means the direct or indirect possession of the power to direct or cause the direction of the management and policies of another, whether through the ownership of voting securities, by contract or otherwise. Holders who may be affiliates for these purposes should consult their own legal advisors prior to the sale of the New Alcan Common Shares and Novelis Common Shares.

Eligibility for Investment

Eligibility of each of the New Alcan Common Shares and the Novelis Common Shares for investment by purchasers to whom any of the following statutes apply is, in certain cases, governed by criteria which such purchasers are required to establish as policies or guidelines pursuant to the applicable statute (and, where applicable, the regulations thereunder) and is subject to the prudent investment standards and general investment provisions provided therein:

Assuming the New Alcan Common Shares and the Novelis Common Shares are and continue to be listed on the TSX, such shares (and the Alcan Special Shares) will be qualified investments under the Tax Act for a trust governed by a registered retirement savings plan, a registered retirement income fund, a registered education savings plan or a deferred profit sharing plan. Based in part on certificates of officers of Alcan and Novelis as to certain factual matters, such shares also should not be foreign property for purposes of Part XI of the Tax Act when issued pursuant to the Plan of Arrangement.

Expenses of the Arrangement

Alcan estimates that approximately $107 million in costs, fees and expenses will be incurred in relation to the separation of Novelis from Alcan. These costs, fees and expenses will be primarily related to financing fees, legal separation matters, professional expenses, taxes and costs of producing, printing, mailing and other shareholder communications. With the exception of the financing fee in the amount of $68 million, all these costs, fees and expenses will be borne by Alcan.

NOVELIS

Following the Distribution, Novelis will be the world’s leading aluminum rolled products corporation, based on 2003 rolled products shipment volume. With operations on four continents comprised of 38 operating facilities in 12 countries, Novelis would be the only company of its size and scope focused solely on aluminum rolled

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Description of Novelis Share Capital

Authorized and Outstanding Share Capital

The authorized share capital of Novelis consists of an unlimited number of Novelis Special Shares issuable in series, an unlimited number of Novelis First Preferred Shares issuable in series, an unlimited number of Novelis Second Preferred Shares issuable in series and an unlimited number of Novelis Common Shares. The Novelis Special Shares have been created for the purposes of the Arrangement. They will be cancelled as part of the Arrangement and the articles of incorporation of Novelis will be restated thereafter.

Description of Novelis Common Shares

The Novelis Common Shares are subject to the rights, privileges, restrictions and conditions attaching to any of the Novelis First Preferred Shares, the Novelis Second Preferred Shares and shares of any other class ranking senior to the Novelis Common Shares that may be issued in the future.

Holders of the Novelis Common Shares are entitled to one vote per common share at all meetings of Novelis Shareholders, to participate ratably in any dividends which may be declared on the Novelis Common Shares by the Novelis Board of Directors and, in the event of the dissolution of Novelis, to the remaining property of Novelis. The Novelis Common Shares have no pre-emptive, redemption or conversion rights.

Novelis Common Shareholders are also entitled to rights and privileges under the shareholder rights plan summarized below.

The Novelis Common Shares are further described in the Plan of Arrangement.

Description of the Novelis Preferred Shares

The Novelis First Preferred Shares and Novelis Second Preferred Shares are issuable in series, each series consisting of such number of shares and having such provisions as may be determined by the Novelis Board of Directors prior to issuance.

Holders of Novelis Preferred Shares are not entitled to receive notice of, or to attend, any meeting of Novelis Shareholders and are not entitled to vote at any such meeting, except to the extent otherwise provided in the Novelis articles of incorporation in respect of any series of Novelis Preferred Shares. With respect to any meeting of Novelis Shareholders at which, notwithstanding the foregoing, holders of Novelis First Preferred Shares or Novelis Second Preferred Shares are required or entitled by law to vote separately as a class, each holder of such preferred shares of any series is 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 consideration received for the issuance of all the outstanding shares of such series by the number of such outstanding shares.

The Novelis First Preferred Shares of each series rank equally with the Novelis First Preferred Shares of all other series and will rank ahead of the Novelis Second Preferred Shares, which in turn rank ahead of the Novelis Common Shares and any other class of shares ranking subordinate to the Novelis Second Preferred Shares with respect to the return of capital and the payment of dividends in the event of liquidation, dissolution or winding-up of Novelis or other distribution of assets or property of Novelis.

Holders of the Novelis Preferred Shares are entitled to receive dividends in such amounts and at such intervals as may be determined by the Novelis Board of Directors in respect of each series.

Shareholder Rights Plan

The initial Novelis Board of Directors will approve a plan whereby each of the Novelis Common Shares carries one right to purchase additional Novelis Common Shares. The terms of the rights will be contained in an agreement called the shareholder rights agreement, made between Novelis and CIBC Mellon, which is the rights agent under the agreement. The agreement is governed by the laws of Ontario and Canada. The rights expire in 2014, subject to re-confirmation at the annual meetings of Novelis shareholders in 2008 and 2011.

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The rights under the plan are not currently exercisable, nor may they be separated from the Novelis Common Shares. Subject to specified exceptions and qualifications, on the tenth business day after the first to occur of:

holders of rights, with the exception of the acquiring or bidding party, will be entitled to purchase from Novelis, upon payment of the exercise price (currently $200), the number of Novelis Common Shares that can be purchased for double the exercise price, based on the market value of Novelis Common Shares at the time the rights become exercisable. At and after such time the rights will also be transferable separately from the Novelis Common Shares. The exercise price mentioned above is subject to adjustment according to the terms of the rights plan to account for, among other things, adjustments to the Novelis Common Shares such as stock splits, stock dividends and distributions to the Novelis shareholders.

The rights agreement has a permitted bid feature which allows a take-over bid to proceed without the rights becoming exercisable, provided that the bid meets specified minimum standards of fairness and disclosure, even if the Novelis Board of Directors does not support the bid.

The rights may be redeemed by the Novelis Board of Directors prior to the expiration or reauthorization of the rights agreement, with the prior consent of the holders of rights or the Novelis Common Shares, for $0.01 per right. In addition, under specified conditions, the Novelis Board of Directors may waive the application of the rights agreement for particular share acquisitions or take-over bids, and in that event the Novelis Board of Directors will be deemed to have elected to redeem the rights at $0.01 per right.

Directors and Officers of Novelis

As described in the Prospectus, the Board of Directors of Novelis is expected to be composed of between nine and 15 directors. The following list sets forth information as to persons who are currently expected to serve as Novelis directors and officers. Other prospective directors may be announced in the coming weeks. For more information, please refer to “Management — Our directors and executive officers” in the Prospectus.

Directors

Brian W. Sturgell, please see “Officers” below.

Jacques Bougie, O.C., 57, was president and chief executive officer of Alcan from 1993 to 2001 and was president and chief operating officer of Alcan from 1989 to 1993. He is chairman of the International Advisory Council of CGI Group Inc. and is a director of NOVA Chemicals Corporation, McCain Foods Ltd., RONA Inc. and Abitibi Consolidated Inc.

Clarence J. Chandran, 55, is chairman of the Chandran Family Foundation Inc. He retired as president, business process services, of CGI Group Inc. in 2004 and retired as chief operating officer of Nortel Networks Corporation in 2001. Mr. Chandran is also a director of MDS Inc., and chairman of the board of directors of Conros Corporation.

C. Roberto Cordaro, 54, is president, chief executive officer and has been a director of Nuvera Fuel Cells, Inc. since 2002. He was chief executive officer of the Motor Coach Industries International from 2000 to 2001 and was executive vice president of Cummins Inc. from 1996 to 1999.

Helmut Eschwey, 55, has been chairman of the board of management of Heraeus Holding GmbH in Germany since 2003. Prior to that, Dr. Eschwey was the head of the plastics technology business at SMS AG from 1994. Before he joined SMS AG, he held management positions at Freudenberg Group of Companies, Pirelli & C. S.p.A. and the Henkel Group.

Suzanne Labarge, 58, retired as vice chairman and chief risk officer of the Royal Bank of Canada in September 2004. She was executive vice president, corporate treasury, of the Royal Bank of Canada from 1995 to 1998.

William T. Monahan, 57, is the retired chairman and chief executive officer of Imation Corporation, where he served in that capacity from its spin-off from 3M Co. in 1996 to May of 2004. Prior to that, he held numerous executive positions at 3M, including group vice president, senior vice president of 3M Italy and the vice president

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J.E. Newall, O.C., 69, will be the Non-Executive Chairman of the Novelis Board of Directors. Prior to that, Mr. Newall had been on the Alcan Board of Directors since 1985. Mr. Newall has been Chairman of the board of directors of NOVA Chemicals Corporation since 1998 and of Canadian Pacific Railway Limited since 2001. He was Vice Chairman and Chief Executive Officer of Nova Corporation from 1991 to 1998. He is also a director of Maple Leaf Foods Inc. and the Royal Bank of Canada.

Rudolf Rupprecht, 63, has been chairman of the executive board of MAN AG in Germany since 1996. Prior to that, Dr. Rupprecht occupied various supervisory board positions within that company which he joined in 1966. Dr. Rupprecht is also a member of the supervisory boards of Salzgitter AG and WalterBau AG and is chairman of the supervisory board of SMS GmbH.

Edward Yang, 58, is chief executive officer of the Netstar Group of Companies. Currently, Mr. Yang is operating partner at ING Barings Private Equity Partners Asia. Prior to his current role, Mr. Yang was also corporate senior vice president and president of Asia Pacific at EDS Corporation from 1992 to 2000.

Officers

Novelis will be managed as one global rolling business with four (4) regional business groups (North America, Europe, Asia and South America). The members of Novelis’s executive management team will report directly to Brian W. Sturgell. The individuals and their roles in the new company are as follows:

Brian W. Sturgell, 55, will be the Chief Executive Officer and a Director of Novelis following the separation. Mr. Sturgell has 31 years of experience in the aluminum business and has worked for Alcan for the past 15 years. Since January 2002, Mr. Sturgell has been Executive Vice President and a member of the Office of the President, at Alcan, and responsible for Alcan’s Rolled Products Americas and Asia, Rolled Products Europe and Packaging business groups. In this role, he oversaw the global operations of Alcan’s rolled products and packaging businesses.

Martha Finn Brooks, 45, will be the Chief Operating Officer of Novelis following the separation. Ms. Brooks joined Alcan as President and Chief Executive Officer of Alcan’s Rolled Products Americas and Asia business group in August 2002. Ms. Brooks leads three of Alcan’s business units, namely North America, Asia and South America.

Geoffrey P. Batt, 56, will be the Chief Financial Officer of Novelis following the separation. Mr. Batt retired from Alcan in January 2004 after a 29-year career as a senior financial manager with Alcan.

Christopher Bark-Jones, 58, will be President of the European operations of Novelis following the separation. Mr. Bark-Jones has been President and Chief Executive Officer, Alcan Rolled Products, Europe since January 2002. He has held several positions with Alcan, and was chairman and chief executive officer of Indian Aluminum Company, Limited from 1998 to 2000.

Kevin Greenawalt, 47, will be President of Novelis North American operations following the separation. From April 2004, Mr. Greenawalt has been President, Rolled Products North America of Alcan. Mr. Greenawalt has been with Alcan since 1983, holding various managerial positions in corporate and business planning, operations planning, manufacturing, sales and business unit management.

Jack Morrison, 52, will be President of Novelis Asian operations following the separation. Since June 2000, he has been President, Rolled Products Asia and Chief Executive Officer of Alcan Taihan Aluminum Limited. Mr. Morrison has been responsible for Aluminium Company of Malaysia since November 2001. Mr. Morrison has over 30 years experience in the aluminum industry having worked for Alcoa Inc. prior to joining Alcan in 1981.

Antonio Tadeu Coelho Nardocci, 47, will be President of Novelis South American operations following the separation. Mr. Nardocci joined Alcan in 1980. From March 2002, he was President, Rolled Products South America. Prior to that, he was Vice President and Managing Director of Alcan Nikkei, in Malaysia.

Pierre Arseneault, 48, will be the Vice President, Strategic Planning and Information Technology of Novelis following the separation where he will be responsible for developing Novelis’ global strategic planning efforts and leading the organization’s information technology function. Mr. Arseneault joined Alcan in 1981. Mr. Arseneault has been Vice President of Alcan since December 2003. In his 23 years with Alcan, he has held different key positions.

David Godsell, 49, will be the Vice President, Human Resources and Environment, Health and Safety of Novelis following the separation. In this position, he will have global responsibilities for all aspects of the organization’s

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Brenda D. Pulley, 46, will be the Vice President, Corporate Affairs and Communications of Novelis following the separation where she will have global responsibility for the organization’s corporate affairs and communication efforts, which include branding, strategic planning, and internal and external communications. Ms. Pulley was Vice President, Corporate Affairs and Government Relations of Alcan from September 2000 to 2004.

Jo-Ann Longworth, 43, will be the Vice President and Controller of Novelis following the separation. Prior to the separation, Ms. Longworth was Vice President and Business Finance Director for Rolled Products Americas and Asia in Cleveland, Ohio, United States. Ms. Longworth joined Alcan in 1989 and has progressed through a series of financial positions with several Alcan businesses.

Stock Exchange Listings of Novelis Common Shares

The TSX has conditionally approved the listing of the Novelis Common Shares, subject to the filing of the usual documentation. Novelis intends to apply to list the Novelis Common Shares on the NYSE.

Dividend Policy

Subject to applicable law, Alcan expects that the Novelis Board of Directors will adopt a policy of quarterly dividend payments on the Novelis Common Shares. Alcan expects that the ultimate decision and dividend rate will be established by the Novelis Board of Directors and will depend on, among other things, Novelis’ financial resources, cash flows generated by its business, its cash requirements and other relevant factors.

Additional Information on Novelis

Additional information on Novelis is provided in the Prospectus.

ALCAN FOLLOWING THE ARRANGEMENT

Description of Business

After the Effective Date, Alcan, with its local headquarters and executive offices in Montreal, Canada, will continue to have a strong position in bauxite and alumina, aluminum production, aerospace and engineered product businesses, as well as a world-leading flexible and specialty packaging business.

Pro Forma Financial Statements

To assist the Shareholders in assessing the Arrangement and its impact on Alcan, the unaudited pro forma consolidated balance sheet of Alcan as at 30 September 2004 and the unaudited pro forma consolidated statements of income for the year ended 31 December 2003 and for the nine months ended 30 September 2004, all of which give pro forma effect to the Arrangement, are included as Schedule G to this Circular.

OPINION OF MORGAN STANLEY

The Alcan Board retained Morgan Stanley to provide financial advice to it with respect to the Arrangement. Morgan Stanley was selected by the Alcan Board to act as Alcan’s financial advisor based on Morgan Stanley’s qualifications, experience and reputation and its knowledge of the business and affairs of Alcan. Morgan Stanley delivered to the Alcan Board a written opinion on 23 November 2004 that as of such date and based upon and subject to factors and assumptions set forth in the opinion, the Distribution was fair, from a financial point of view, to Alcan Shareholders.

The opinion provided to the Alcan Board is set out in Schedule E. The opinion is not, and should not be construed as, a valuation of Alcan, the Separated Businesses or Novelis, or any of their respective assets or securities thereof, or an opinion or recommendation by Morgan Stanley as to how Alcan Shareholders should vote at the Meeting. Alcan Shareholders are urged to, and should, read the opinion carefully and in its entirety.

Alcan has agreed to pay Morgan Stanley a fee for financial advisory services in connection with the Arrangement, those services including providing the opinion referred to above. In addition, Alcan has agreed to reimburse Morgan Stanley for reasonable expenses, including the reasonable fees and disbursements of its counsel, and has agreed to indemnify Morgan Stanley in respect of certain liabilities which may be incurred by Morgan

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During the past two years, Morgan Stanley has provided financial advisory and financing services to Alcan and its subsidiaries and has received customary fees in connection with such services. In addition to the various financial advisory and related services provided to Alcan and its subsidiaries during the past two years, Morgan Stanley may be expected to provide further similar services in the future.

OPINION OF LAZARD

The Alcan Board retained Lazard to provide financial advice to it with respect to the Arrangement. Lazard was selected by the Alcan Board to act as Alcan’s financial advisor based on Lazard’s qualifications, experience and reputation and its knowledge of the business and affairs of Alcan. Lazard delivered to the Alcan Board a written opinion on 23 November 2004 that as of such date and based upon and subject to factors and assumptions set forth in the opinion, the Distribution was fair from a financial point of view to Alcan Shareholders.

The opinion provided to the Alcan Board is set out in Schedule F. The opinion is not, and should not be construed as, a valuation of Alcan, the Separated Businesses or Novelis, or any of their respective assets or securities thereof, or an opinion or recommendation by Lazard as to how Alcan Shareholders should vote at the Meeting. Alcan Shareholders are urged to, and should, read the opinion carefully and in its entirety.

Alcan has agreed to pay Lazard or its affiliates a fee for financial advisory services in connection with the Arrangement, those services including providing the opinion referred to above. In addition, Alcan has agreed to reimburse Lazard for reasonable expenses, including the reasonable fees and disbursements of its counsel, and has agreed to indemnify Lazard and its affiliates in respect of certain liabilities which may be incurred by them in connection herewith or contribute to payments that they may be required to make in respect thereof.

During the past two years, Lazard and its affiliates have provided financial advisory services to Alcan and its subsidiaries and have received customary fees in connection with such services. In addition to the various financial advisory services provided to Alcan and its subsidiaries during the past two years, Lazard may provide further services in the future. Alcan’s President and Chief Executive Officer is also a member of the Lazard Canada Corporation Roundtable. He does not receive any fees in connection with such membership.

RECOMMENDATION OF THE ALCAN BOARD OF DIRECTORS

The Alcan Board, having considered, among other things, the reasons for the Arrangement, alternatives thereto and the opinions of its advisors, has unanimously approved the Arrangement, the terms of the Separation Agreement and the transactions contemplated thereby and unanimously recommends that the Alcan Shareholders vote FOR the Arrangement Resolution.

DISSENT RIGHTS

Dissent Right

Pursuant to the Interim Order, Alcan Common Shareholders are entitled to dissent from the Arrangement Resolution and obtain the repurchase of their Common Shares in the manner provided by Section 190 of the CBCA, the Interim Order and the Plan of Arrangement.

Any Dissenting Shareholder will be entitled, in the event the Arrangement becomes effective, to be paid by Alcan the fair value of the Alcan Common Shares, for each Alcan Common Share (the “Dissent Shares”) held by such Dissenting Shareholder, determined as at the close of business on the Business Day immediately preceding the Meeting. There can be no assurance that a Dissenting Shareholder will receive consideration for its shares of equal value to the consideration that such Dissenting Shareholder would have received upon completion of the Arrangement.

An Alcan Common Shareholder who wishes to dissent must provide to Alcan, at or before the Meeting (by delivery to the Corporate Secretary of Alcan at its registered office located at 1188 Sherbrooke Street West, Montreal, Quebec H3A 3G2 or lodging with the chairman of the Meeting no later than the time of the Meeting), a written objection to the Arrangement Resolution (a “Dissent Notice”). The filing of a Dissent Notice does not deprive a Shareholder of the right to vote; however, a Shareholder who has submitted a Dissent Notice and who

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Alcan will, within ten days after adoption of the Arrangement Resolution, notify each Dissenting Shareholder that the Arrangement Resolution has been adopted. Such notice will not be sent to any Shareholder who voted for the Arrangement Resolution or who has withdrawn its Dissent Notice.

A Dissenting Shareholder must, within 20 days after the Dissenting Shareholder receives notice that the Arrangement Resolution has been adopted or, if the Dissenting Shareholder does not receive such notice, within 20 days after the Dissenting Shareholder learns that the Arrangement Resolution has been adopted, send to Alcan a written notice (a “Payment Demand”) containing its name and address and a demand for payment with respect to such shares. Within 30 days after a Payment Demand, the Dissenting Shareholder must send to the Corporate Secretary of Alcan at the same address as above, the certificates representing the Dissent Shares in respect of which it dissented. A Dissenting Shareholder who fails to send the certificates representing the Dissent Shares in respect of which he or she dissented forfeits its right to make a claim. CIBC Mellon will endorse on share certificates received from a Dissenting Shareholder a notice that the holder is a Dissenting Shareholder and will forthwith return the share certificates to the Dissenting Shareholder.

On filing a Payment Demand, a Dissenting Shareholder ceases to have any rights as a Shareholder, other than the right to the payment described above, except where:

If the Arrangement Resolution is revoked, Alcan will reinstate the Dissenting Shareholder’s rights as a Shareholder.

Alcan will, not later than seven days after the later of the Effective Date or the date on which Alcan received the Payment Demand of a Dissenting Shareholder, send to each Dissenting Shareholder who has sent a Payment Demand with respect to Alcan Common Shares to Alcan, a written offer to pay (“Offer to Pay”) an amount considered by the Alcan Board of Directors to be the fair value thereof, accompanied by a statement showing the manner in which the fair value was determined. Alcan will pay for the Dissent Shares of a Dissenting Shareholder within ten days after an Offer to Pay has been accepted by a Dissenting Shareholder, but any such Offer to Pay lapses if Alcan does not receive an acceptance thereof within 30 days after the Offer to Pay has been made.

If Alcan fails to make an Offer to Pay for the Dissent Shares of a Dissenting Shareholder, or if a Dissenting Shareholder fails to accept an offer that has been made, Alcan may, within 50 days after the Effective Date or within such further period as a court may allow, apply to a court to fix the payment to be made for the Dissent Shares of Dissenting Shareholders. If Alcan fails to apply to a court, a Dissenting Shareholder may apply to a court for the same purpose within a further period of 20 days or within such further period as a court may allow. A Dissenting Shareholder is not required to give security for costs in such an application.

Upon an application to a court, all Dissenting Shareholders whose Dissent Shares have not been purchased by Alcan will be joined as parties and bound by the decision of the court, and Alcan will be required to notify each affected Dissenting Shareholder of the date, place and consequences of the application and of its right to appear and be heard in person or by counsel. Upon any such application to a court, the court may determine whether any person is a Dissenting Shareholder who should be joined as a party, and the court will then decide on the payment to be made by Alcan for the Dissent Shares of all Dissenting Shareholders. The final order of a court will be rendered against Alcan in favour of each Dissenting Shareholder and for the amount to be paid for its Dissent Shares as fixed by the court.

The above is only a summary of the Dissenting Shareholder procedure set forth in the CBCA, the Interim Order and the Plan of Arrangement, which is technical and complex. It is suggested that any Alcan Shareholder wishing to avail itself of its Dissent Right seek its own legal advice as failure to comply strictly with the procedure set forth in the CBCA, the Interim Order and the Plan of Arrangement may prejudice its rights. For a general summary of

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Repurchase Right

Pursuant to the Interim Order, Alcan Preference Shareholders are entitled to dissent from the Arrangement Resolution and obtain the repurchase of their Alcan Preference Shares in the manner provided by the Interim Order and the Plan of Arrangement.

Any Repurchased Shareholder will be entitled, in the event the Arrangement becomes effective, to be paid by Alcan an amount of CAD $25 plus any accrued dividend on such Alcan Preference Shares, for each Alcan Preference Share (the “Repurchased Shares”) held by such Repurchased Shareholder determined as at the close of business on the Business Day immediately preceding the Meeting (the “Repurchase Price”).

An Alcan Preference Shareholder who wishes to exercise his or her Repurchase Right must provide to Alcan, at or before the Meeting (by delivery to the Corporate Secretary of Alcan at its registered office located at 1188 Sherbrooke Street West, Montreal, Quebec H3A 3G2 or lodging with the chairman of the Meeting no later than the time of the Meeting), a written objection to the Arrangement Resolution (a “Repurchase Notice”). The filing of a Repurchase Notice does not deprive an Alcan Preference Shareholder of the right to vote; however, an Alcan Preference Shareholder who has submitted a Repurchase Notice and who votes in favour of the Arrangement Resolution will no longer be considered a Repurchased Shareholder with respect to Alcan Preference Shares voted in favour of the Arrangement Resolution. Alcan will not assume that a vote against the Arrangement Resolution constitutes a Repurchase Notice. There is no right of partial dissent and, accordingly, a Repurchased Shareholder may only dissent with respect to all Alcan Preference Shares of a class held by it on behalf of any one beneficial owner and which are registered in the name of the Repurchased Shareholder.

Alcan will, within ten days after adoption of the Arrangement Resolution, notify each Repurchased Shareholder that the Arrangement Resolution has been adopted. Such notice will not be sent to any Alcan Preference Shareholder who voted for the Arrangement Resolution or who has withdrawn its Repurchase Notice.

A Repurchased Shareholder must, within 20 days after the Repurchased Shareholder receives notice that the Arrangement Resolution has been adopted or, if the Repurchased Shareholder does not receive such notice, within 20 days after the Repurchased Shareholder learns that the Arrangement Resolution has been adopted, send to Alcan a written notice (a “Payment Demand”) containing its name and address, the number and class of Alcan Preference Shares in respect of which the Repurchased Shareholder dissented, and a demand for payment with respect to such shares. Within 30 days after a Payment Demand, the Repurchased Shareholder must send to the Corporate Secretary of Alcan at the same address as above, the certificates representing the Dissent Shares in respect of which it dissented. A Repurchased Shareholder who fails to send the certificates representing the Repurchased Shares in respect of which he or she dissented forfeits its right to make a claim.

On filing a Payment Demand, a Repurchased Shareholder ceases to have any rights as an Alcan Preference Shareholder, other than the right to the payment described above, except where:

If the Arrangement Resolution is revoked, Alcan will reinstate the Repurchased Shareholder’s rights as an Alcan Preference Shareholder.

Alcan will, not later than seven days after the later of the Effective Date or the date on which Alcan received the Payment Demand of a Repurchased Shareholder, send to each Repurchased Shareholder who has sent a Payment Demand with respect to Alcan Preference Shares, a cheque in an amount corresponding to the Repurchase Price.

The above is only a summary of the Repurchased Right procedure set forth in the Interim Order and the Plan of Arrangement, which is technical and complex. It is suggested that any Alcan Shareholder wishing to avail itself of its Repurchase Right seek its own legal advice as failure to comply strictly with provisions of the Interim Order and the Plan of Arrangement may prejudice its rights. For a general summary of certain Canadian federal income tax implications and United States federal income tax considerations to a Repurchased Shareholder, see “Income Tax Considerations”.

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REGULATORY AND OTHER MATTERS

Canadian Tax Ruling

The obligations of the parties to the Separation Agreement to complete the Arrangement are conditional upon receipt of the Canadian Tax Ruling, in form and substance satisfactory to Alcan, confirming that, based on the current provisions of the Tax Act, the regulations thereunder, and the Tax Proposals, the proposed Arrangement and related transactions will be treated for purposes of the Tax Act as a tax-deferred “butterfly” reorganization pursuant to paragraph 55(3)(b) of the Tax Act with no material Canadian federal income tax payable by any of Alcan, Novelis or their affiliates or Alcan Common Shareholders who hold their Shares as capital property.

Other Regulatory Approvals

Certain steps of the Arrangement may be considered as transactions subject to the requirements of Rule 61-501 of the OSC and Policy Q-27 of the AMF. However, the minority approval and formal valuation requirements of Rule 61-501 and Policy Q-27 do not apply to these transactions or an exemption from these requirements is available.

Shareholder Approval

The Interim Order provides that, for the Arrangement to be implemented, the Arrangement Resolution must be passed, with or without variation, by at least 66 2/3% of the votes cast by Alcan Common Shareholders and Alcan Preference Shareholders, voting as a single class, present in person or represented by proxy at the Meeting.

Court Approval

An Arrangement under the CBCA requires court approval. Prior to mailing this Circular, Alcan obtained the Interim Order providing for the calling and holding of the Meeting and certain other procedural matters. The Interim Order further provides that any Alcan Shareholder wishing to contest the manner in which the Meeting will be held or any vote taken at the Meeting shall do so at the latest by 10 December 2004. Any such contestation shall be dealt with by the Court before the date of the Meeting.

Following approval of the Arrangement by the Alcan Shareholders at the Meeting, Alcan will make application to the Court for the Final Order. A copy of the Motion for the Final Order is attached as Schedule B to this Circular. All Alcan Shareholders who wish to participate or be represented or to present evidence or arguments at the hearing for the Final Order may do so, subject to filing a notice of appearance with the Court, serving this notice on Alcan and satisfying certain other requirements. In hearing the Motion for the Final Order, the Court will consider, among other things, the fairness and reasonableness of the Arrangement to the Alcan Shareholders. The Court may approve the Arrangement either as proposed or as amended in any manner the Court may direct, subject to compliance with such terms and conditions, if any, as the Court thinks fit.

Other Conditions to the Arrangement

In addition to receipt of the approvals, rulings and orders noted above, certain conditions set out in the Separation Agreement will have to be satisfied before the Arrangement becomes effective, including:

Certain of the conditions described above may be waived in whole or in part by Alcan or Novelis, as applicable.

Upon the foregoing conditions being fulfilled or waived, it is anticipated that Articles of Arrangement will be filed with the director under the CBCA in order that the director may issue the Certificate of Arrangement to give effect

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In the event that the Arrangement is not approved by the Alcan Shareholders or the Court, or that the other conditions precedent to the Arrangement are not fulfilled or waived, the Arrangement will not proceed.

Final Board Authority

Notwithstanding the adoption of the Arrangement Resolution, the Arrangement shall take effect only at such time as determined by further resolution of the Board of Directors, which shall also have the authority to revoke the Arrangement Resolution at any time prior to the issuance of the Certificate of Arrangement, without further approval of the Alcan Shareholders. If the Board of Directors decides to proceed with the Arrangement, Articles of Arrangement must be filed on or before 28 April 2005.

INCOME TAX CONSIDERATIONS

Canadian Tax Ruling Application

The respective obligations of the parties to the Separation Agreement to complete the Arrangement are conditional upon the receipt of, among other things, the Canadian Tax Ruling, which Alcan has requested, in form and substance satisfactory to Alcan. The advance income tax ruling and opinion process permits a taxpayer to obtain confirmation in advance as to the Canadian federal income tax consequences of one or more proposed transactions. The principal purpose of requesting the Canadian Tax Ruling is to obtain confirmation from the CRA that the Arrangement will qualify as a tax-deferred “butterfly” reorganization pursuant to paragraph 55(3)(b) of the Tax Act, thereby not imposing any material current Canadian federal income tax on any of Alcan, Novelis or their affiliates or, in general, Alcan Common Shareholders who hold their shares as capital property (see “Certain Canadian Federal Income Tax Considerations” below). Advance income tax rulings are issued by the CRA in respect of provisions of the Tax Act as enacted as of the date of the ruling and are binding upon the CRA provided the material facts presented are accurately stated and the transactions are implemented as disclosed to the CRA. Opinions are provided by the CRA in respect of Tax Proposals and are non-binding. It is not certain that any Tax Proposals will be enacted in the form announced or at all. Similar policies and procedures apply to any other tax rulings that Alcan requests from other taxation authorities.

Certain Canadian Federal Income Tax Considerations

In the opinion of Ogilvy Renault, counsel to Alcan and its affiliates in respect of the Arrangement and related transactions, the following summaries fairly present the principal Canadian federal income tax considerations relating to the Arrangement generally applicable to Alcan Common Shareholders and Alcan Preference Shareholders who, at all relevant times and for the purposes of the Tax Act, hold their Alcan Common Shares and Alcan Preference Shares, and will hold all other shares discussed in the following summaries, as capital property and deal at arm’s length with, and are not affiliated with, Alcan and Novelis.

Shares generally will constitute capital property to a holder thereof unless such shares are held in the course of carrying on a business of buying and selling shares or have been acquired in a transaction or transactions considered to be an adventure or concern in the nature of trade. Certain Alcan Shareholders who are resident of Canada for purposes of the Tax Act whose shares might not otherwise qualify as capital property may be entitled to make an irrevocable election in accordance with subsection 39(4) of the Tax Act to have such shares, and any other “Canadian security” (as defined in the Tax Act) owned in the taxation year in which the election is made and all subsequent taxation years, deemed to be capital property. Alcan Shareholders who do not hold their shares as capital property should consult their own tax advisors regarding their particular circumstances.

The Tax Act contains certain provisions applicable to certain financial institutions and provisions applicable to taxpayers in which an interest is a tax-shelter investment. The following summaries do not take into account these provisions. Alcan Shareholders who are or may be subject to these provisions should consult their own tax advisors.

An Alcan Common Shareholder or Alcan Preference Shareholder who acquired or was deemed to have acquired such shares in one or more non-arm’s length transactions from a person who held such shares at any time prior to 1972 should consult his own tax advisors as to the impact of certain transitional rules on the following description of the Canadian federal income tax consequences described below. The transitional rules are not considered below. These summaries are based upon the current provisions of the Tax Act and the regulations thereunder as enacted to the date of this Circular, the Tax Proposals and counsel’s understanding of the

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These summaries are of a general nature only and are not intended to be, and should not be construed to be, legal, business or tax advice to any particular Alcan Shareholder, and no representations with respect to the tax consequences to any particular Alcan Shareholder are made. Alcan Shareholders should consult their own tax advisors to determine the tax consequences to them of the Arrangement having regard to their particular circumstances, including the application and effect of the income and other tax laws of any country, province, territory, state or local tax authority.

Alcan Shareholders Resident in Canada

The following portion of the summary generally is applicable to Alcan Common Shareholders and Alcan Preference Shareholders who, at all relevant times, are, or are deemed to be, resident in Canada for purposes of the Tax Act and any applicable tax treaty or convention.

Alcan Common Shareholders other than Dissenting Shareholders

Exchange of Alcan Common Shares for New Alcan Common Shares and Alcan Special Shares

Each Alcan Common Shareholder (other than a Dissenting Shareholder) will, in exchange for each Alcan Common Share, receive one Alcan Class A Common Share and one Alcan Special Share. An Alcan Common Shareholder will not be considered to have received a dividend and will not realize a capital gain or a capital loss as a result of this share exchange.

The aggregate adjusted cost base of the New Alcan Common Shares and Alcan Special Shares acquired by an Alcan Common Shareholder on this share exchange will be equal to the adjusted cost base immediately before the share exchange of the Alcan Common Shares disposed of by the holder on the share exchange. The adjusted cost base immediately before the share exchange of an Alcan Common Share will be allocated among the holder’s New Alcan Common Shares and Alcan Special Shares in proportion to the relative fair market value of such shares immediately after the share exchange. Alcan has advised that Alcan Common Shareholders will be advised by press release as to Alcan’s estimation of the proportionate allocation. This allocation is not binding on the CRA or any particular Alcan Common Shareholder. However, it is recommended that the allocations made by Alcan Common Shareholders be consistent with that estimated by Alcan.

Exchange of Alcan Special Shares for Novelis Common Shares

Each Alcan Common Shareholder (other than a Dissenting Shareholder) will, for each Alcan Common Share held at the commencement of the Arrangement, hold one Alcan Class A Common Share (which will become a New Alcan Common Share) and one Alcan Special Share. Each five Alcan Special Shares held by an Alcan Common Shareholder will then be acquired by Novelis in consideration for the issuance to the particular Alcan Common Shareholder of one Novelis Common Shares.

Except where the Alcan Common Shareholder chooses to recognize a capital gain or a capital loss on the exchange of the Alcan Special Shares as described below, an Alcan Common Shareholder will not be considered to have received a dividend and will not realize a capital gain or a capital loss as a result of this share exchange. The cost of the Novelis Common Shares acquired by an Alcan Common Shareholder on this share exchange will be equal to the adjusted cost base immediately before the share exchange of the Alcan Special Shares disposed of by the holder on the share exchange, except as noted below.

An Alcan Common Shareholder may choose to recognize a capital gain or a capital loss on the exchange of the Alcan Special Shares by including the amount of capital gain or capital loss, otherwise determined, in computing such holder’s income for the taxation year in which such exchange occurs. An Alcan Common Shareholder who chooses to realize a capital gain or a capital loss in this manner will realize a capital gain (or capital loss) to the extent that such holder’s proceeds of disposition, net of any reasonable costs of disposition, exceed (or are less than) the adjusted cost base immediately before the share exchange of the holder’s Alcan Special Shares so exchanged. For the purpose of computing such capital gain or capital loss, an Alcan Common Shareholder will be

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Receipt of Cash for Fractional Shares

The Arrangement provides that Alcan Common Shareholders will not be issued share certificates for any fractional Novelis Common Shares issued on the conversion of the Alcan Common Shares. An Alcan Common Shareholder will be considered to have received proceeds of disposition equal to the amount of cash received from the Depository for any fractional Novelis Common Shares. To the extent such proceeds of disposition of fractional Novelis Common Shares exceed (or are less than) the adjusted cost base thereof immediately before the disposition, a capital gain (or a capital loss) will result. The tax treatment of capital gains and capital losses is discussed below under “Taxation of Capital Gains and Capital Losses”.

Dividends on New Alcan Common Shares or Novelis Common Shares (Post-Arrangement)

Dividends received or deemed to be received on New Alcan Common Shares or Novelis Common Shares after the Arrangement will be included in computing the holder’s income for the purposes of the Tax Act. Such dividends received or deemed to be received by an individual (including a trust) will generally be subject to the gross-up and dividend tax credit rules in the Tax Act normally applicable to taxable dividends received from corporations resident in Canada. Dividends received or deemed to be received on such shares by an individual and certain trusts may give rise to alternative minimum tax.

Generally, dividends received or deemed to be received on New Alcan Common Shares or Novelis Common Shares after the Arrangement by a holder that is a corporation will be included in computing the corporation’s income, but will be deductible in computing the corporation’s taxable income, subject to certain limitations in the Tax Act. A holder of New Alcan Common Shares or Novelis Common Shares that is a “private corporation” or a “subject corporation” (as defined in the Tax Act) generally will be subject to a refundable tax of 33 1/3% on dividends received or deemed to be received on such shares to the extent such dividends are deductible in computing the holder’s taxable income. Subsection 55(2) of the Tax Act provides that where certain corporate holders of shares receive a dividend or deemed dividend in specified circumstances, all or part of such dividend may be treated as a capital gain from the disposition of capital property and not as a dividend. The tax treatment of capital gains and capital losses is discussed below under “Taxation of Capital Gains and Capital Losses.”

Dispositions of New Alcan Common Shares or Novelis Common Shares (Post-Arrangement)

A disposition of New Alcan Common Shares or Novelis Common Shares after the Arrangement generally will result in a capital gain (or a capital loss) to the extent the proceeds of disposition received, net of any reasonable costs of disposition, exceed (or are less than) the adjusted cost base of such shares immediately before the disposition. The tax treatment of capital gains and capital losses is discussed below under “Taxation of Capital Gains and Capital Losses”.

Taxation of Capital Gains and Capital Losses

An Alcan Shareholder will be required to include in income 50% of the amount of any capital gain (a “taxable capital gain”) and generally will be entitled to deduct 50% of the amount of any capital loss (an “allowable capital loss”) against taxable capital gains realized by such holder in the year of the disposition. Allowable capital losses in excess of taxable capital gains in a particular year may be carried back and deducted in any of the three preceding years or carried forward and deducted in any following year against taxable capital gains realized in such year to the extent and under the circumstances described in the Tax Act. In certain circumstances, a capital loss otherwise arising on the disposition of shares by a corporation may be reduced by dividends previously received or deemed to have been received on such shares or shares for which the particular shares were issued in exchange. Analogous rules apply to a partnership or trust of which a corporation, partnership or trust is a member or beneficiary. Shareholders to whom these rules may be relevant should consult their own tax advisors.

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A “Canadian-controlled private corporation” (as defined in the Tax Act) may be liable to pay, in addition to tax otherwise payable under the Tax Act, a refundable tax of 6 2/3% of its “aggregate investment income”. For this purpose, aggregate investment income will include taxable capital gains.

Capital gains realized by individuals and certain trusts may give rise to alternative minimum tax under the Tax Act.

Alcan Preference Shareholders other than Repurchased Shareholders

An Alcan Preference Shareholder (other than a Repurchased Shareholder) will not experience any Canadian federal income tax consequences as a result of the Arrangement.

Dissenting Shareholders and Repurchased Shareholders

An Alcan Common Shareholder or Alcan Preference Shareholder who dissents in respect of the Arrangement and who receives payment equal to the fair value of such holder’s Alcan Common Shares (in the case of Alcan Common Shares) or the Repurchase Price (in the case of Alcan Preference Shares) will be considered to have disposed of the holder’s shares for proceeds of disposition equal to the amount received by the Repurchased Shareholder, less the amount of any interest awarded by a court, as the case may be.

A Dissenting Shareholder or a Repurchased Shareholder generally will be deemed to have received a dividend equal to the amount by which such proceeds exceed the paid-up capital of such shares, and such deemed dividend will reduce the proceeds of disposition for purposes of computing a capital gain (or a capital loss) on the disposition of such shares. Alcan has advised that Dissenting Shareholders and Repurchased Shareholders will be notified following the Effective Date by press release of the estimated paid-up capital for purposes of the Tax Act of an Alcan Common Share and an Alcan Preference Share as of the Effective Date. The income tax treatment accorded to any deemed dividend received by a Dissenting Shareholder or a Repurchased Shareholder will be that normally accorded to taxable dividends received by such Dissenting Shareholder or a Repurchased Shareholder on shares of a corporation resident in Canada.

A Dissenting Shareholder or a Repurchased Shareholder will also realize a capital gain (or a capital loss) to the extent that the proceeds of disposition for purposes of the Tax Act of such shares, as reduced by the amount of any deemed dividend as discussed above and net of any reasonable costs of disposition, exceed (or are less than) the adjusted cost base of such shares immediately before the disposition.

Interest awarded by a court to a Dissenting Shareholder or a Repurchased Shareholder will be included in the Dissenting Shareholder’s or the Repurchased Shareholder’s income for a particular taxation year to the extent the amount is received or receivable in that year, depending upon the method regularly followed by the Dissenting Shareholder or a Repurchased Shareholder in computing income. Where the Dissenting Shareholder or a Repurchased Shareholder is a corporation, partnership or, subject to certain exceptions, a trust, the shareholder must include interest in income for a taxation year to the extent the interest accrues to it before the end of the taxation year, or becomes receivable or is received before the end of the year (to the extent not included in income for a preceding taxation year).

Alcan Shareholders Not Resident in Canada

The following portion of the summary generally is applicable to Alcan Common Shareholders and Alcan Preference Shareholders who, at all relevant times and for purposes of the Tax Act and any applicable tax treaty or convention, are not, and are not deemed to be, resident in Canada and whose Alcan Common Shares and any Alcan Preference Shares are not “taxable Canadian property” (as defined in the Tax Act and the Tax Proposals). Generally, such shares will not be taxable Canadian property provided that such Alcan Shareholder does not use or hold, and is not deemed to use or hold, such shares in connection with carrying on a business in Canada and such Alcan Shareholder has not, either alone or in combination with persons with whom such Alcan Shareholder does not deal at arm’s length, owned 25% or more of the issued shares of any class or series of the capital stock of Alcan at any time within 60 months preceding the Effective Date, and provided the Alcan Shareholder is not carrying on an insurance business in Canada and elsewhere.

This summary assumes that the New Alcan Common Shares and the Novelis Common Shares, issued in connection with the Arrangement, will be listed on a prescribed stock exchange (the definition of which includes the TSX and NYSE) at the time of disposition by an Alcan Common Shareholder in accordance with the Arrangement. Under certain of the Tax Proposals, the Alcan Special Shares that will be acquired under the

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Alcan Common Shareholders other than Dissenting Shareholders

The Arrangement

Generally, an Alcan Common Shareholder (other than a Dissenting Shareholder) who is not resident in Canada will not be subject to income tax under the Tax Act as a result of the Arrangement.

No clearance certificate will be required under section 116 of the Tax Act in respect of any disposition of shares occurring pursuant to the Arrangement.

Dividends on New Alcan Common Shares or Novelis Common Shares (Post-Arrangement)

Dividends on New Alcan Common Shares or Novelis Common Shares that are paid or credited or deemed to be paid or credited to a non-resident holder will be subject to Canadian non-resident withholding tax at the rate of 25% of the gross amount of such dividends. This rate may be reduced under any applicable tax treaty or convention. In the case of a beneficial owner of dividends who is a resident of the United States for the purposes of the Canada-United States Income Tax Convention, as amended (the “Tax Treaty”), the rate of Canadian withholding tax generally will be reduced to 15% of the gross amount of such dividends.

Dispositions of New Alcan Common Shares or Novelis Common Shares (Post-Arrangement)

On a disposition of New Alcan Common Shares or Novelis Common Shares after the Arrangement, a non-resident holder will not be subject to tax under the Tax Act unless, at the time of disposition, the particular shares are “taxable Canadian property” (as defined in the Tax Act and the Tax Proposals) to the holder.

Generally, New Alcan Common Shares or Novelis Common Shares will not be taxable Canadian property to a non-resident holder at a particular time if such shares are listed on a prescribed stock exchange (including the TSX) at the particular time, provided the holder thereof does not use or hold, and is not deemed to use or hold, such shares in connection with carrying on a business in Canada and such holder has not, either alone or together with persons with whom the holder does not deal at arm’s length, owned 25% or more of the issued shares of any class or series of the capital stock of Alcan or Novelis at any time within 60 months preceding the particular time, and provided the holder is not carrying on an insurance business in Canada and elsewhere.

Provided the New Alcan Common Shares or Novelis Common Shares are listed on a prescribed stock exchange (including the TSX) at the time of a disposition of such shares, no clearance certificate will be required under section 116 of the Tax Act in respect of a disposition of such shares.

Alcan Preference Shareholders other than Repurchased Shareholders

An Alcan Preference Shareholder (other than a Repurchased Shareholder) who is not resident in Canada will not experience any Canadian federal income tax consequences as a result of the Arrangement.

Dissenting Shareholders and Repurchased Shareholders

A Dissenting Shareholder or Repurchased Shareholder who is not resident in Canada and becomes entitled to a payment equal to the fair value of Alcan Common Shares (in the case of Alcan Common Shares) or the Repurchase Price (in the case of Alcan Preference Shares) will be considered to have disposed of such shares for proceeds of disposition equal to the amount received by the Dissenting Shareholder or the Repurchased Shareholder, less the amount of any interest awarded by a court (if applicable).

A Dissenting Shareholder or a Repurchased Shareholder generally will be deemed to have received a dividend equal to the amount by which such proceeds exceed the paid-up capital of such shares. Alcan has advised that Dissenting Shareholders and Repurchased Shareholders will be notified following the Effective Date by press release of the estimated paid-up capital for purposes of the Tax Act of an Alcan Common Share and an Alcan Preference Share as of the Effective Date. Such deemed dividend will be subject to Canadian withholding tax as described under the heading “Alcan Shareholders Not Resident in Canada — Dividend on New Alcan Common Shares or Novelis Common Shares (Post-Arrangement)”.

A Dissenting Shareholder or a Repurchased Shareholder generally will not be subject to income tax under the Tax Act in respect of any capital gain resulting from such disposition of the holder’s Alcan Common Shares or Alcan

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Interest awarded by a court to a Dissenting Shareholder or a Repurchased Shareholder who is not resident in Canada will be subject to Canadian non-resident withholding tax at a rate of 25%, subject to reduction under the provisions of any applicable tax treaty or convention. Under the Tax Treaty, the withholding rate generally applicable to interest paid to a resident of the United States for purposes of the Tax Treaty is 10%.

Certain United States Federal Income Tax Considerations

This section discusses the material United States federal income tax consequences to a U.S. holder (as defined below) of receiving Novelis Common Shares and New Alcan Common Shares and of exercising the Dissent Right or the Repurchase Right pursuant to this Arrangement. This section applies only to U.S. holders who hold Alcan Common Shares or Alcan Preference Shares as capital assets, and does not apply to members of special classes of holders subject to special rules, including: dealers in securities, traders in securities that elect to use a mark-to-market method of accounting for securities holdings, organizations exempt from United States taxation, life insurance companies, persons liable for alternative minimum tax, persons that actually or constructively own 10% or more of Alcan Common Shares and Alcan Preference Shares, persons that hold shares as part of a straddle or a hedging or conversion transaction, or U.S. holders (as defined below) whose functional currency is not the U.S. dollar. This section is based on the Internal Revenue Code of 1986, as amended, its legislative history, existing and proposed regulations, published rulings and court decisions, all as currently in effect. These laws are subject to change, possibly on a retroactive basis.

A U.S. holder is a beneficial owner of Alcan Common Shares or Alcan Preference Shares, as the case may be, who is a citizen or resident of the United States, a domestic corporation, an estate whose income is subject to United States federal income tax regardless of its source, or a trust if a United States court can exercise primary supervision over the trust’s administration and one or more United States persons are authorized to control all substantial decisions of the trust.

Alcan has not received, nor does it intend to seek, a ruling from the Internal Revenue Service concerning the United States federal income tax treatment of the distribution of Novelis Common Shares to Alcan Common Shareholders. Accordingly, holders should be aware that the Internal Revenue Service may disagree with the consequences of the Arrangement described herein and instead assert alternative characterizations of the Arrangement, some of which may be adverse to U.S. holders.

All holders should consult their own tax advisor regarding the United States federal, state and local and the other tax consequences of the receipt of Novelis Common Shares in their particular circumstances.

Consequences of the Receipt of Novelis Common Shares by U.S. holders

The distribution of Novelis Common Shares in respect of Alcan Common Shares is intended to qualify as tax-free to U.S. holders and, except where otherwise stated below, the remainder of this discussion so assumes.

Except for any cash received in lieu of a fractional Novelis Common Share, a U.S. holder will not recognize any income, gain or loss as a result of the receipt of Novelis Common Shares. A U.S. holder’s holding period for Novelis Common Shares will include the period for which the U.S. holder held the Alcan Common Shares exchanged. A U.S. holder’s tax basis for Novelis Common Shares will be determined by allocating to the Novelis Common Shares, on the basis of the relative fair market values of New Alcan Common Shares and Novelis Common Shares at the time of the completion of the Arrangement, a portion of the U.S. holder’s basis in the Alcan Common Shares.

A U.S. holder who receives cash in lieu of a fractional Novelis Common Share will recognize gain or loss equal to the difference between the amount of cash received and the holder’s basis in the fractional Novelis Common Share, determined as described above. The gain or loss will be long-term capital gain or loss if the U.S. holder’s holding period for the fractional Novelis Common Share, determined as described above, is more than one year.

If the Arrangement were not to qualify as a tax-free transaction, each U.S. holder who receives Novelis Common Shares would generally be treated as receiving a distribution in respect of its Alcan Common Shares equal to the fair market value of the Novelis Common Shares received. The distribution would be treated as a taxable dividend to the extent of Alcan’s current and accumulated earnings and profits, and then first as a return of capital to the extent of the holder’s adjusted tax basis in its Alcan Common Shares and thereafter as capital gain.

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United States Treasury regulations require each U.S. holder who receives Novelis Common Shares to attach to the U.S. holder’s United States federal income tax return for the year in which such Novelis Common Shares are received a detailed statement setting forth such data as may be appropriate to show the applicability of Section 355 of the Internal Revenue Code to the receipt of Novelis Common Shares. Within a reasonable period of time Alcan will provide its U.S. holders who receive Novelis Common Shares with the information necessary to comply with such requirement.

This summary is not a complete description of the United States federal income tax consequences of the receipt of Novelis Common Shares by Alcan Common Shareholders, and does not address the United States federal income tax consequences to Alcan of the distribution of Novelis Common Shares.

Consequence of the Receipt of New Alcan Common Shares by U.S. Holders.

A U.S. holder will not recognize any income, gain or loss as a result of the receipt of New Alcan Common Shares in exchange for the holder’s Alcan Common Shares. The U.S. holder’s holding period for the New Alcan Common Shares will include the period for which the U.S. holder held the Alcan Common Shares exchanged. The U.S. holder’s tax basis in the New Alcan Common Shares will equal the holder’s tax basis in the Alcan Common Shares, reduced by the portion of the basis of the Alcan Common Shares allocated to the Novelis Common Shares, as described above under “— Consequences of the Receipt of Novelis Common Shares by U.S. holders”.

Consequences of the Receipt of Consideration other than Novelis Common Shares by Dissenting Shareholders or the Exercise of Repurchase Rights by Alcan Preference Shareholders.

A U.S. holder who exercises the Dissent Right and receives cash (as described above under “Dissent Right”) will be treated as having disposed of its Alcan Common Shares in a fully taxable transaction. As a result, such a U.S. holders will generally recognize gain or loss equal to the difference between the adjusted basis in the Alcan Common Shares and the amount of cash received in consideration of the exercise of the Dissent Right. In general, such gain or loss recognized will be capital gain or loss, and will be long-term capital gain or loss to the extent the U.S. holder’s holding period for the Alcan Common Shares is greater than one year.

A U.S. holder who exercises the Repurchase Right and receives cash in redemption of its Alcan Preference Shares (as described above under “Repurchase Right”) generally will recognize gain or loss equal to the difference between the amount of cash received in consideration of its exercise of the Repurchase Right and the adjusted basis in its Alcan Preference Shares. In general, such gain or loss will be capital gain or loss, and will be long-term capital gain or loss to the extent such a U.S. holder’s holding period for the Alcan Preference Shares is greater than one year.

U.S. holders who intend to exercise either the Dissent Right or the Repurchase Right should consult their tax advisors as to the United States federal income tax consequences of such actions.

INTERESTS OF DIRECTORS, EXECUTIVE OFFICERS

As of 1 November 2004, Directors and Executive Officers of Alcan, as a group, beneficially own 323,822 Alcan Common Shares (including shares over which control or direction is exercised). This represents 0.088% of Alcan Common Shares issued and outstanding. In addition, Executive Officers as a group have options to purchase 4,032,666 Alcan Common Shares. Directors and Executive Officers do not own Alcan Preference Shares.

ADDITIONAL INFORMATION

Additional information relating to Alcan may be found on its website at www.alcan.com, on SEDAR at www.sedar.com or EDGAR at www.sec.gov. Financial information is provided in Alcan’s financial statements and Management Discussion & Analysis reports, which may be obtained, without charge, on request from the Corporate Secretary of Alcan at the registered office of Alcan, 1188 Sherbrooke Street West, Montreal, Quebec, Canada, H3A 3G2, telephone: (514) 848-8000.

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APPROVAL OF THE ALCAN BOARD OF DIRECTORS

The contents and the sending of the Notice of Meeting and the Circular have been approved by the Board of Directors.

Roy Millington

Montreal, Canada

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Schedule A:

Resolved as a special resolution:

A-1

[TRANSLATION]

Schedule B:

CANADA

INTRODUCTION

B-1

DESCRIPTION OF ALCAN’S SHARE CAPITAL

             Common Shares

B-2

             Preference Shares

DESCRIPTION OF THE ARRANGEMENT

B-3

             Step One — Reorganization of Alcan’s Share Capital

             Step Two — Exchange of Alcan Common Shares

             Step Three — Transfer of Alcan’s Special Shares to Novelis

             Step Four — Transfer of Arcustarget Common Shares to Novelis

             Step Five — (...) Elimination of Cross Shareholdings

B-4

             Step Six — Termination of the Employment of the Employees transferred to Novelis

             Step Seven — Set-off of Notes

             Step Eight — Post Butterfly Transaction

REASONS FOR THE ARRANGEMENT

             Sharper Business Focus

             Independent Access to Capital

             Targeted Incentives for Employees

B-5

             Distinct Investment Profiles

             Sound Resolution to Regulatory Requirements

APPROVAL OF THE ARRANGEMENT

             Approval by the Alcan Shareholders

             Approval by the Superior Court

OPINION OF ALCAN’S BOARD WITH RESPECT TO THE PROPOSED ARRANGEMENT

B-6

DISSENT RIGHT

             For Common Shareholders

             (...) For Preference Shareholders

THE MEETING

             Notice

B-7

             Chairman of the Meeting

             Place of Meeting

             Quorum

             Adoption of the Arrangement Resolution

ALCAN’S SOLVENCY

NECESSITY OF PROCEEDING BY WAY OF ARRANGEMENT

FAIRNESS AND REASONABLENESS OF THE ARRANGEMENT

B-8

NOTICE TO THE DIRECTOR UNDER THE ACT

WHEREFORE, MAY IT PLEASE THE COURT:

       TO GRANT this motion;

       AND, AS A FIRST STEP,

             TO DISPENSE Alcan Inc. from the requirement to serve this motion on any person other than the Director under the Canada Business Corporations Act at the time of calling the special general meeting of holders of common shares and Preference Shares of Alcan Inc.;

             TO ORDER that a special general meeting of holders of common shares and Preference Shares of Alcan Inc. be called in accordance with the draft notice of meeting filed in support hereof as Exhibit R-7;

             TO AUTHORIZE Alcan Inc. to give notice of the said special general meeting by sending the said notice of meeting and the other documents filed in support hereof as Exhibit R-7 by regular mail to all holders of its common shares and Preference Shares;

             TO AUTHORIZE service to be made of this motion for an order approving the proposed arrangement by sending the notice of presentation of the motion and the text of the motion, filed in support hereof as Exhibit R-7, by regular mail to all holders of common shares and Preference Shares of Alcan Inc.;

             TO ORDER the holding and conduct of the special general meeting of Alcan Inc. in accordance with the articles of Alcan Inc., its By-law No. 1A, the Canada Business Corporations Act and the Canada Business Corporations Regulation, 2001 for the purpose of i) considering the Arrangement Resolution and ii) having the holders of common shares and Preference Shares of Alcan Inc., present or represented by proxy at the special general meeting called in accordance with the terms of this order, vote together on the Arrangement Resolution;

             TO ORDER that any contestation by any interested party of the conditions for the approval of the Arrangement Resolution at the special general meeting on December 22, 2004 shall be served on the clerk of this Court and on Alcan Inc.’s counsel no later than December 10, 2004;

             TO ORDER, if applicable, that any such contestation by an interested party of the conditions for the approval of the Arrangement Resolution at the special general meeting on December 22, 2004 shall be resolved by this Court no later than December 21, 2004 at 4:30 P.M.;

             TO ORDER that the arrangement must be ratified by 66 2/3% of the votes cast by the holders of common shares and Preference Shares of Alcan Inc., present or represented by proxy at the special general meeting called in accordance with the terms of this order, voting together;

             TO ORDER that the holders of common shares of Alcan Inc. shall be entitled to exercise a right to dissent and to obtain the repurchase of their shares in the manner set forth in section 190 of the Canada Business Corporations Act and in the Plan of Arrangement (Exhibit R-7) with a view to obtaining payment of the fair value of their shares;

             TO ORDER that the holders of Preference Shares of Alcan Inc. shall be entitled to exercise a right to dissent and to obtain the repurchase of their shares in the manner set forth in the Plan of Arrangement (Exhibit R-7);

             TO RESERVE judgment with respect to the part of this motion for an order approving an arrangement until December 23, 2004, the date as of which proof may be made at the Montreal Courthouse of the confirmation of the proposed arrangement by the holders of common shares and Preference Shares of Alcan Inc. at the special general meeting called in accordance with the terms of this order;

             TO FIX the date of the hearing on the part of this motion that relates to this Court’s approval of the proposed arrangement at December 23, 2004;

B-9

       AND, AS A SECOND STEP, IF THE PROPOSED ARRANGEMENT IS RATIFIED BY AT LEAST 66 2/3% OF THE VOTES CAST BY THE ALCAN COMMON AND PREFERENCE SHAREHOLDERS, PRESENT OR REPRESENTED BY PROXY AT THE SPECIAL GENERAL MEETING, VOTING TOGETHER:

             TO AUTHORIZE Alcan Inc. to file at the hearing on December 23, 2004, any additional evidence to establish passage of the Arrangement Resolution by the Alcan common and preference shareholders present or represented by proxy at the special general meeting held on December 22, 2004, voting together;

             TO APPROVE Alcan Inc.’s Arrangement Resolution as adopted by the Alcan common and preference shareholders, present or represented by proxy at the special general meeting held on December 22, 2004, voting together;

             THE WHOLE WITHOUT COSTS, EXCEPT IN THE EVENT OF CONTESTATION.

B-10

Schedule C:

CANADA

DANS SA VERSION FRANÇAISE

       LA COUR, saisie de la requête réamendée de la requérante pour la convocation d’une assemblée d’actionnaires et pour l’approbation d’un arrangement datée du 21 novembre 2004, après avoir étudié la procédure et la preuve;

              VU la requête réamendée pour la convocation d’une assemblée d’actionnaires et pour l’approbation d’un arrangement;

              Vu les représentations de la requérante;

C-1

              Vu le communiqué de presse émis par Alcan Inc. le 18 mai 2004 (pièce R-1);

              Vu le communiqué de presse émis par Alcan Inc. le 28 septembre 2004 (pièce R-2);

              VU le prospectus provisoire déposé par Novelis Inc. en date du 28 septembre 2004 (pièce R-3);

              VU la note de Alcan Inc. adressée à l’Autorité des marchés financiers le 22 octobre 2004 (pièce R-4);

              VU la Politique à l’égard des arrangements pris en vertu de l’article 192 de la Loi canadienne sur les sociétés par actions du Directeur nommé en vertu de la Loi canadienne sur les sociétés par actions (Énoncé de politique 15.1) en date du 7 novembre 2003 (pièce R-5);

              VU les statuts de Alcan Inc. (pièce R-6);

              VU les documents préparés par Alcan Inc. (sous forme de projets) et que son conseil d’administration approuvera vraisemblablement dans une forme essentiellement identique à sa réunion du 23 novembre 2004 en vue de convoquer et tenir l’assemblée, lors de laquelle les porteurs d’actions de Alcan seraient appelés à se prononcer sur la résolution visant l’arrangement (pièce R-7), soit: