RESTATED CERTIFICATE AND ARTICLES OF INCORPORATION
Published on January 7, 2005
Exhibit 3.1
[Logo Industry Canada Logo Industrie Canada]
Restated Certificate Certificat
of Incorporation de constitution a jour
Canada Business Loi canadienne sur
Corporations Act les societes par actions
NOVELIS INC. 428106-3
Signature January 6, 2005/le 6 janvier 2005
Director - Directeur Effective Date of Restatement -
Date d'entree en vigueur de la mise a jour
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SCHEDULE 1
to the Restated Articles of Incorporation of
NOVELIS INC.
The shares of the Corporation shall consist of an unlimited number of First
Preferred Shares issuable in series, an unlimited number of Second Preferred
Shares issuable in series and an unlimited number of common shares.
The rights, privileges, restrictions and conditions attaching to each class of
shares of the Corporation are as follows:
1. FIRST PREFERRED SHARES
1.1. The First Preferred Shares shall be issuable in series and the Board of
Directors of the Corporation shall have the right, from time to time, to fix
the number of shares in, and to determine the designation, rights, privileges,
restrictions and conditions attaching to, each series of the First Preferred
Shares subject to the limitations, if any, set out in the Articles of the
Corporation.
1.2. The holders of any series of the First Preferred Shares shall be
entitled to receive in priority to the holders of any Second Preferred Shares,
common shares and shares of any other class of the Corporation ranking
subordinate to the First Preferred Shares, as and when declared by the Board of
Directors of the Corporation, dividends in the amounts specified or
determinable in accordance with the rights, privileges, restrictions and
conditions attaching to the series of which such First Preferred Shares form
part.
1.3. Upon any liquidation, dissolution or winding-up of the Corporation or
other distribution of the assets of the Corporation among shareholders for the
purpose of winding up its affairs before any amount shall be paid to or any
assets distributed among the holders of any Second Preferred Shares, common
shares or shares of any other class of the Corporation ranking subordinate to
the First Preferred Shares, the holders of the First Preferred Shares shall be
entitled to receive with respect to the shares of each series thereof all
amounts which may be provided in the Articles of the Corporation to be payable
thereon in respect of return of capital, premium and accumulated dividends
remaining unpaid, including all cumulative dividends, whether or not declared.
Unless the Articles of the Corporation otherwise provide with respect to any
series of the First Preferred Shares, after payment to the holders of the First
Preferred Shares of the amounts provided in the Articles of the Corporation to
be payable to them, such holders shall not be entitled to share in any further
distribution of the assets of the Corporation.
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1.4. Unless the Articles of the Corporation otherwise provide with respect to
any series of the First Preferred Shares, the holders of the First Preferred
Shares shall not be entitled to receive any notice of or attend any meeting of
shareholders of the Corporation and shall not be entitled to vote at any such
meeting; provided that at any meeting of shareholders at which, notwithstanding
the foregoing, the holders of the First Preferred Shares are required or
entitled by law to vote separately as a class, each holder of the First
Preferred Shares of any series thereof shall be entitled to cast in respect of
each such share held, that number of votes which is equal to the quotient
obtained by dividing the total number of dollars which was received by the
Corporation as consideration for the issue of all the outstanding shares of
such series by the number of such outstanding shares, provided that in respect
of any such consideration denominated in a currency other than Canadian
dollars, the Board of Directors of the Corporation shall, for the purpose of
this paragraph 1.4., determine the appropriate conversion rate of such currency
to Canadian dollars in effect on the date of issue and, based on such rate, the
Canadian dollar equivalent of such consideration; and provided further that
when such quotient is a fraction or a whole number plus a fraction there shall
be no right to vote in respect of such fraction.
1.5. The holders of the First Preferred Shares shall not be entitled to vote
separately as a class and, unless the Articles of the Corporation otherwise
provide, the holders of any series of the First Preferred Shares shall not be
entitled to vote separately as a series, upon a proposal to amend the Articles
of the Corporation in the case of an amendment of a kind referred to in
paragraphs (a), (b) and (e) of subsection 176(1) of the Canada Business
Corporations Act as now existing.
1.6. Any meeting of shareholders at which the holders of the First Preferred
Shares are required or entitled by law to vote separately as a class or as a
series shall, unless the Articles of the Corporation otherwise provide, be
called and conducted in accordance with the by-laws of the Corporation;
provided that no amendment to or repeal of the provisions of such by-laws made
after the date of the first issue of any of the First Preferred Shares by the
Corporation shall be applicable to the calling and conduct of meetings of
holders of the First Preferred Shares voting separately as a class or as a
series unless such amendment or repeal has been theretofore approved by an
ordinary resolution adopted by the holders of the First Preferred Shares voting
separately as a class.
2. SECOND PREFERRED SHARES
2.1. The Second Preferred Shares shall be subject and subordinate to the
rights, privileges, restrictions and conditions attaching to the First
Preferred Shares.
2.2. The Second Preferred Shares shall be issuable in series and the Board of
Directors of the Corporation shall have the right, from time to time, to fix
the number of shares in, and to determine the designation, rights, privileges,
restrictions and conditions attaching to, each series
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of the Second Preferred Shares subject to the limitations, if any, set out in
the Articles of the Corporation.
2.3. The holders of any series of the Second Preferred Shares shall be
entitled to receive, subject to the prior right of the holders of any First
Preferred Shares but in priority to the holders of common shares and shares of
any other class of the Corporation ranking subordinate to the Second Preferred
Shares, as and when declared by the Board of Directors of the Corporation,
dividends in the amounts specified or determinable in accordance with the
rights, privileges, restrictions and conditions attaching to the series of which
such Second Preferred Shares form part.
2.4. Upon any liquidation, dissolution or winding-up of the Corporation or
other distribution of the assets of the Corporation among shareholders for the
purpose of winding up its affairs, before any amount shall be paid to or any
assets distributed among the holders of common shares or of shares of any other
class of the Corporation ranking subordinate to the Second Preferred Shares and
subject to the prior right of the holders of any First Preferred Shares, the
holders of the Second Preferred Shares shall be entitled to receive with respect
to the shares of each series thereof all amounts which may be provided in the
Articles of the Corporation to be payable thereon in respect of return of
capital, premium and accumulated dividends remaining unpaid, including all
cumulative dividends, whether or not declared. Unless the Articles of the
Corporation otherwise provided with respect to any series of the Second
Preferred Shares, after payment to the holders of the Second Preferred Shares of
the amounts provided in the Articles of the Corporation to be payable to them,
such holders shall not be entitled to share in any further distribution of the
assets of the Corporation.
2.5. Unless the Articles of the Corporation otherwise provide with respect to
any series of the Second Preferred Shares, the holders of the Second Preferred
Shares shall not be entitled to receive any notice of or attend any meeting of
shareholders of the Corporation and shall not be entitled to vote at any such
meeting; provided that at any meeting of shareholders at which, notwithstanding
the foregoing, the holders of the Second Preferred Shares are required or
entitled by law to vote separately as a class, each holder of the Second
Preferred Shares of any series thereof shall be entitled to cast in respect of
each such share held, that number of votes which is equal to the quotient
obtained by dividing the total number of dollars which was received by the
Corporation as consideration for the issue of all the outstanding shares of such
series by the number of such outstanding shares, provided that in respect of any
such consideration denominated in a currency other than Canadian dollars, the
Board of Directors of the Corporation shall, for the purpose of this paragraph
2.5., determine the appropriate conversion rate of such currency to Canadian
dollars in effect on the date of issue and, based on such rate, the Canadian
dollar equivalent of such consideration; and provided further that when such
quotient is a fraction or a whole number plus a fraction there shall be no right
to vote in respect of such fraction.
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2.6. The holders of the Second Preferred Shares shall not be entitled to vote
separately as a class and, unless the Articles of the Corporation otherwise
provide, the holders of any series of the Second Preferred Shares shall not be
entitled to vote separately as a series, upon a proposal to amend the Articles
of the Corporation in the case of an amendment of a kind referred to in
paragraphs (a), (b) and (e) of subsection 176(1) of the Canada Business
Corporations Act as now existing.
2.7. Any meeting of shareholders at which the holders of the Second Preferred
Shares are required or entitled by law to vote separately as a class or as a
series shall, unless the Articles of the Corporation otherwise provide, be
called and conducted in accordance with the by-laws of the Corporation;
provided that no amendment to or repeal of the provisions of such by-laws made
after the date of the first issue of any of the Second Preferred Shares by the
Corporation shall be applicable to the calling and conduct of meetings of
holders of the Second Preferred Shares voting separately as a class or as a
series unless such amendment or repeal has been theretofore approved by an
ordinary resolution adopted by the holders of the Second Preferred Shares
voting separately as a class.
3. COMMON SHARES
3.1. The common shares shall entitle the holders thereof to one vote per
common share at all meetings of shareholders, except meetings at which only
holders of another specified class or series of shares are entitled to vote.
The holders of common shares shall have the right, subject to the rights,
privileges, restrictions and conditions attaching to any First Preferred
Shares, Second Preferred Shares and shares of any other class of the
Corporation ranking senior to the common shares, to receive any dividend
declared by the Corporation and the remaining property of the Corporation upon
a dissolution.