EX-3.1 2 m15128orexv3w1.txt RESTATED CERTIFICATE AND ARTICLES OF INCORPORATION 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 ______________________________________________ ______________________________________________ Name of corporation-Denomination de la societe Corporation number-Numero de la societe I hereby certify that the articles of Je certifie que les statuts constitutifs de la incorporation of the above-named corporation societe susmentionnee ont ete mis a jour en were restated under section 180 of the Canada vertu de l'article 180 de la Loi canadienne sur Business Corporations Act as set out in the les societes par actions, tel qu'il est indique attached restated articles of incorporation. dans les statuts mis a jour ci-joints.
Signature January 6, 2005/le 6 janvier 2005 Director - Directeur Effective Date of Restatement - Date d'entree en vigueur de la mise a jour [Logo Canada] [LOGO] Industry Canada Industrie Canada FORM 7 FORMULAIRE 7 Canada Business Loi canadienne sur les RESTATED ARTICLES OF STATUTS CONSTITUTIFS Corporations Act societes par actions INCORPORATION MIS A JOUR (SECTION 180) (ARTICLE 180) --------------------------------------------------------------------------------------------------------------------------------- 1 -- Name of the Corporation -- Denomination sociale de la societe Corporation No. -- No de la societe NOVELIS INC. 428106-3 ---------------------------------------------------------------------------------------------------------------------------------- 2 -- The province or territory in Canada where the registered La province ou le territoire au Canada office is situated ou est situe le siege social PROVINCE OF ONTARIO ---------------------------------------------------------------------------------------------------------------------------------- 3 -- The classes and any maximum number of shares that the Categories et tout nombre maximal d'actions que la Corporation is authorized to issue societe est autorisee a emettre THE ANNEXED SCHEDULE 1 IS INCORPORATED IN THIS FORM ---------------------------------------------------------------------------------------------------------------------------------- 4 -- Restrictions, if any, on share transfers Restrictions sur le transfert des actions, s'il y a lieu NOT APPLICABLE ---------------------------------------------------------------------------------------------------------------------------------- 5 -- Number (or minimum and maximum number) of directors Nombre (ou nombre minimal et maximal) d'administrateurs MINIMUM 3 -- MAXIMUM 15 -- THE NUMBER TO BE DETERMINED BY THE DIRECTORS FROM TIME TO TIME ---------------------------------------------------------------------------------------------------------------------------------- 6 -- Restrictions, if any, on business the Corporation may carry on Limites imposees a l'activite commerciale de la societe, s'il y a lieu NOT APPLICABLE ---------------------------------------------------------------------------------------------------------------------------------- 7 -- Other provisions, if any Autres dispositions, s'il y a lieu The directors may, from time to time and in accordance with the laws governing the Corporation, appoint one or more directors. Meetings of Shareholders may be held at such place within Canada as the Directors of the Corporation may determine, or outside of Canada, if so determined by the Directors, in all the state capital cities in the U.S., in major cities in the U.S. including Atlanta, Boston, Chicago, Cleveland, Dallas, Denver, Houston, Los Angeles, Minneapolis, New Orleans, New York, Philadelphia, Phoenix, Pittsburgh, San Diego, San Francisco, Seattle, St. Louis and Tampa, in London, England, in Paris, France or in Zurich, Switzerland. ---------------------------------------------------------------------------------------------------------------------------------- These registered Articles of incorporation correctly set out, Cette mise a jour des statuts constitutifs demontre without substantive change, the corresponding provisions of exactement, sans chengement substantiel, les dispositions the Articles of Incorporation as amended and supersede the correspondantes des statuts constitutifs modifies qui original Articles of Incorporation. remplacent les statuts constitutifs originaux. ---------------------------------------------------------------------------------------------------------------------------------- Signature Printed Name -- Nom en lettres moulees 8 -- Capacity of -- En qualite de 9 -- Tel. No. -- No de tel. ROY MILLINGTON Corporation Secretary (514) 848-8000 ---------------------------------------------------------------------------------------------------------------------------------- FOR DEPARTMENT USE ONLY --A L'USAGE DU MINISTERE SEULEMENT ---------------------------------------------------------------------------------------------------------------------------------- IC3167 (2003/08) [CANADA LOGO]
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. - 2 - 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 -3- 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. - 4 - 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.