EXHIBIT 3.2 AMALGAMATION CERTIFICATE
Published on May 12, 2015
Industry Canada
Canada Business Corporations Act
ARTICLES OF AMALGAMATION
FORM 9
1. Corporate name of the amalgamated corporation:
Novelis Inc.
2. |
The province or territory in Canada where the registered oftice is situated: Ontario
|
3. |
The classes and any maximum number of shares that the corporation is authorized to issue: Unlimited number of common shares.
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4. Restrictions, if any, on share transfers:
Sec attached schedule.
5. Minimum and maximum number of directors:
Minimum: 1; Maximum: 10
6. |
Restrictions, if any, on the business that the corporation may carry on:
|
None
7. Other provisions. if any:
The directors may appoint one or more additional directors, who shall hold office for a term expiring not later than the close of the next annual meeting of the shareholders, but the total number of directors so appointed may not exceed one third of the number of directors elected at the previous annual meeting of shareholders.
8. |
The amalgamation has been approved pursuant to that section or subsection of the Ac which is indicated as follows:
|
184(1)- Vertical short-form: approved by resolution of directors
18903887.1 
9. Declaration
SCHEDULE
The transfer of securities (other than non-convertible debt securities) of the Corporation shall be restricted in that no securityholder shall be entitled to transfer any such security or securities without either:
(a) the approval of the directors of the Corporation expressed by a resolution passed at a meeting of the board of directors or by an instrument or instruments in writing signed by a majority of the directors; or
(b) the approval of the holders of at least a majority of the shares of the Corporation entitling the holders thereof to vole in all circumstances (other than holders of shares who are entitled to vote separately as a class) for the time being outstanding expressed by a resolution passed at a meeting of the holders of such shares or by an instrument or instruments in writing signed by the holders of a majority of such shares.
Schedule "A"
to
FORM 2
INITIAL REGISTERED OFFICE ADDRESS AND FIRST BOARD OF DIRECTORS
NOVEUS INC.
Members of the board of directors:
FIRST AND LAST NAME
|
ADDRESS |
CANADIAN RESIDENT (Y/N)
|
Birla, Kumar Mangalam
|
20 Carmichael Road Mangal Adityayan Mumbai 400 026
India
|
N |
Agarwala, Askaran K.
|
Havcli, Flat No 3, L.D. Ruparel Marg Malabar Hill Mumbai 400 006
India
|
N |
Bhattacharya. Debnarayan
|
14-A Woodland Peder Road
Mumbai 400 026
India
|
N |
Chandran, Clarence .J.
|
4998, 10th Line Erin
RR#5
Georgetown, ON L7G 4S8
|
Y |
Stcwart, Donald Alexander
|
1 St. Thomas Street, Apt 24A
Toronto, ON M5S 3M5
|
Y |
Pai, Satish
|
Century Bhavan
3rd Ploor
Dr. Annie Besant Road
Worli, Mumbai 400 030
India
|
N |
18903895.1