ITEM 3 LEGAL PROCEEDINGS
ENVIRONMENTAL MATTERS
LITIGATION
The Company's U.S. Subsidiary (Alcan Aluminum Corporation, or "Alcancorp") and third parties are defendants in a lawsuit instituted in May 1983 before the Federal District Court for the Central District of California, by the U.S. Environmental Protection Agency ("EPA") and the State of California, involving the Stringfellow hazardous waste site. Alcancorp was held liable in that lawsuit. In January 1992, Alcancorp and the U.S. Justice Department entered into a four-year Partial Consent Decree. On the basis of that arrangement, Alcancorp has funded a total of $13,100,000 for a treatment plant designed to help clean up the site. In December 1998, Alcancorp and several other parties filed appeals with the Circuit Court on numerous counts including whether liability was correctly imposed on Alcancorp. In January 1999, Alcancorp entered into a structured settlement with the State of California whereby California will accept liability for all clean-up costs from 1 January 1999 onward and Alcancorp will accept responsibility for past clean-up costs. The appeals have been stayed pending finalization of the settlement and satisfaction of certain other conditions.
In a lawsuit brought in July 1987 relating to the Pollution Abatement Services site in Oswego, New York, the Federal District Court for the Northern District of New York found (in January 1991) Alcancorp liable for a share of the clean-up costs for the site, and in December 1991 determined the amount of such share to be $3,175,683. Alcancorp appealed this decision to the United States Circuit Court of Appeals for the Second Circuit. In April 1993, the Second Circuit reversed the District Court and remanded the case for a hearing on what, if any, liability might be assigned to Alcancorp depending on whether Alcancorp can prove that its waste did not contribute to the response costs at the site. Furthermore, the case was consolidated with another case, instituted in October 1991, in which the EPA sued Alcancorp in the Federal District Court for the Northern District of New York seeking clean-up costs in regard to the Fulton Terminals site in Oswego County, New York.
In an EPA lawsuit in 1989 before the Federal District Court for the Middle District of Pennsylvania involving the Butler Tunnel site, in which Alcancorp is a party, the Court in May 1991 granted summary judgment against Alcancorp in the amount of $473,790. After unsuccessful appeals, Alcancorp paid $652,371.09 representing the judgment amount plus interest, and is disputing about $400,000 associated with that judgment representing additional enforcement costs incurred after the date of the initial judgment. Alcancorp has been notified by the EPA that it may seek additional sums for further remedial activities at the Butler Tunnel site.
In February 1996, the Company's U.K. Subsidiary (British Alcan Aluminium plc ("British Alcan")) sold its investments in several of its Subsidiaries, including Magnesium Elektron, Inc. and Luxfer USA
Limited, both located in the U.S.A. As part of the sale, British Alcan agreed to indemnify the purchaser for certain liabilities including those, inter alia, arising out of the following proceedings:
(a) Magnesium Elektron, Inc. ("MEI"; at the time, a Subsidiary of British Alcan) was sued, together with approximately 70 other defendants, alleging that MEI is a former owner / operator of a site which the plaintiffs currently own and that MEI's activities contributed to environmental contamination on the site. British Alcan believes that it has legal defences and intends to pursue them vigorously.
(b) Luxfer USA Limited ("Luxfer"; at the time, a Subsidiary of British Alcan) is a participant in a joint defence group with regard to waste Luxfer sent to the Omega hazardous waste site in Whittier, California. At various times during 1995, Luxfer contributed various amounts totalling $11,800 for defence group costs and the removal of waste from the site, and is now waiting for a report on the cost of the remediation that is needed at the site.
(c) Luxfer is also a participant in a joint defence group formed to defend claims by numerous homeowners against various companies who allegedly disposed of industrial waste at a landfill in Monterey Park, California. There are many defendants and Luxfer was a minor contributor to the site. The discovery process is underway.
In connection with a property in New York State which was the site of an extrusion operation, Alcancorp retained liability for alleged contamination though the property was sold in 1996. The State has approved a Remedial Investigation Report negotiated between the New York State Department of Environmental Conservation ("NYDEC") and Alcancorp. A record of decision has been issued. The parties are negotiating a consent order to implement a modified record of decision. The clean up costs are estimated to be in the order of $500,000.
Under the terms of sale of its metal goods division, Alcancorp retains liability for defending, as a third party defendant, a suit initiated in December 1995 by the State of New Jersey alleging that a disposal company used by the division disposed of hazardous material in a landfill. Including Alcancorp, there are 277 third-party defendants in this action.
Under the terms of sale of Alcan Building Products US, Alcancorp retains liability for defending against an administrative order and notice of civil penalty issued by the New Jersey EPA in October 1995 in connection with an alleged permit violation involving volatile organic compound emissions. Alcancorp filed an appeal in July 1998.
INVESTIGATIONS
In certain government investigations of contamination by alleged hazardous wastes at sites in Illinois, New York, Pennsylvania, Ohio, New Jersey, North Carolina, Michigan, Missouri and Massachusetts (on which waste material is alleged to have been deposited by disposal contractors employed in the past directly or indirectly by Alcancorp and other industrial companies), Alcancorp has contested its liability. The EPA has responded that it may file lawsuits against Alcancorp as to these sites. Alcancorp was advised of additional sites being similarly investigated. Alcancorp has been advised by the various authorities that it may be liable to contribute to the cost of the investigations and any possible remedial action for such sites. There can be no assurance that Alcancorp will not incur material cleanup costs as a result of these investigations.
At a plant site in Indiana, testing has revealed traces of trichloroethylene in the groundwater. Alcancorp investigated the matter with a third party who is believed to be responsible for the contamination and a voluntary remediation plan was filed with the State of Indiana. Under an interim settlement agreement, the third party agreed to assume 90% of the costs.
REVIEWS AND REMEDIAL ACTIONS
The Company has established procedures for reviewing, on a regular basis, environmental investigations and any possible remedial action. Although the Company cannot estimate the costs which may ultimately be borne by it, the Company has no reason to believe that any remedial action will materially impair its operations or materially affect its financial condition.
ABORIGINAL ISSUES
A 100-member Indian Band filed a suit against Canada, British Columbia and Alcan on 14 April 1998, seeking a declaration that it be entitled to the exclusive occupancy or possession of certain claimed lands, to damages and to other relief. Alcan obtained its title to certain of its lands in the claimed territory under valid grants from the Government of Canada upon due payment to that Government; other lands were purchased from third parties.
The claim appears to rely on the December 1997 decision of the Supreme Court of Canada in the DELGAMUUKW case which deals with issues of aboriginal rights and title, as a consequence of which specific aboriginal rights and titles in Canada will be determined by the courts on a case-by-case basis. Alcan has filed a statement of defence.
On 1 March 1999, the suit was withdrawn by the plaintiffs, but, prior to such withdrawal, an organization apparently purporting to represent the same band had filed a suit against Canada and British Columbia, seeking a declaration that it be entitled to fishing rights in an area downstream from Alcan's Nechako Reservoir. Alcan is preparing to join this suit as a defendant in order to protect its water rights.
In March 1998, the Haisla Nation wrote to Alcan and to the governments of Canada and British Columbia asserting that Alcan's private lands in Kitimat and Kemano are subject to the aboriginal title of the Haisla Nation, also apparently relying on the decision in the DELGAMUUKW case.
OTHER MATTERS
In March 1996, Alcancorp, along with other U.S. aluminum producers, was sued by a U.S. bicycle manufacturer for alleged price-fixing stemming from the Memorandum of Understanding entered into by six Governments in January 1994. In a summary judgment, rendered in July 1996, the U.S. District court for the Central District of California (county of Los Angeles) dismissed the case. The U.S. Supreme Court has denied the plaintiff's appeal and subsequent motion for reconsideration.
There are no proceedings which, according to management's belief, could have a material effect on the Company's financial position or results of operation.
ITEM 4
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company has not submitted any matter to a vote of security holders, through solicitations of proxies or otherwise, during the fourth quarter of the year ended 31 December 1998
PART II
ITEM 5
ITEM 5 MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The information required is incorporated by reference to the Annual Report, the section titled "Common Shares" on page 68.
The number of holders of record of Shares on 3 March 1999 was approximately 20,041.
While the Company intends to pursue a policy of paying quarterly dividends, the level of future dividends will be determined by the Board of Directors in light of earnings from operations, capital requirements and the financial condition of the Company. The Company's cash flow is generated principally from operations and also by dividends and interest payments from Subsidiaries, Joint Ventures and Related Companies. These dividend and interest payments may be subject, from time to time, to regulatory or contractual restraints, withholding taxes (see Annual Report, page 55, note 15 to Consolidated Financial Statements) and foreign governmental restrictions affecting repatriation of earnings. (See section titled "Competition and Government Regulations" on page 14 of this report.)
Dividends paid on Shares held by non-residents of Canada generally will be subject to Canadian withholding tax. This withholding tax is levied at the basic rate of 25%, although this rate may be reduced depending on the terms of any applicable tax treaty. For residents of the United States, the treaty-reduced rate is currently 15%.
ITEM 6
ITEM 6 SELECTED FINANCIAL DATA
The information required is incorporated by reference to the Annual Report, on pages 64 and 65, for the following items:
- - under the heading "Consolidated Income Statement Items":
- Revenues - Net income (Loss)
- - under the heading "Consolidated Balance Sheet Items":
- Total assets - Total debt
- - under the heading "Per Common Share":
- Net income (Loss) - Dividends paid
Commencing 1995, the Company adopted the recommendations of the Canadian Institute of Chartered Accountants ("CICA") concerning the accounting for joint ventures.
Commencing 1996, the Company retroactively adopted the recommendations of the CICA concerning the disclosure and presentation of financial instruments.
Commencing 1998, the Company retroactively adopted, without restating prior years, the recommendations of the CICA concerning accounting for income taxes.
Commencing 1998, the Company retroactively adopted the recommendations of the CICA concerning segment disclosures.
See Annual Report, pages 46 to 48, note 5 to Consolidated Financial Statements for a comparison, for certain items listed, of the amounts as reported by the Company under Generally Accepted Accounting Principles ("GAAP") in Canada with amounts that would have been reported under U.S. GAAP.
ITEM 7
ITEM 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The information required is incorporated by reference to the Annual Report, pages 20 through 39, the section titled "Management's Discussion and Analysis".
As the Company follows Canadian GAAP, reference should be made to note 5 to the Consolidated Financial Statements on pages 46 to 48 of the Annual Report which compares, for certain items listed, the amounts as reported with the amounts that would have been reported under U.S. GAAP.
Refer to the section titled "Competition and Government Regulations" on page 14 of this report for a brief description of the Investment Canada Act as it applies to the Company.
ITEM 7A
ITEM 7A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company has estimated the impact on 1999 net income of a 10% adverse change in interest rates, in foreign currency exchange rates or in aluminum prices based upon its financial instrument and derivative commodity contract positions outstanding at 31 December 1998.
INTEREST RATES
The net income impact of a 10% movement in interest rates on the Company's invested surplus cash and time deposits at 31 December 1998 net of its variable rate debt outstanding at 31 December 1998 is immaterial.
FOREIGN CURRENCY EXCHANGE RATES
The effect of an adverse movement of 10% in foreign currency exchange rates on the Company's financial instruments (principally Canadian dollar forward and option contracts) outstanding at 31
The term of office of each Director runs from the time of his or her election to the next succeeding annual meeting or until they cease to hold office as such.
(b) IDENTIFICATION OF EXECUTIVE OFFICERS
The required particulars with respect to the Officers of the Issuer are as follows:
All of the Officers of the Company have held their present positions or other executive positions with the Company or its Subsidiaries during the past five years, except as hereinafter described:
- - prior to joining the Company in January 1995, Mr. Ergas held senior management positions with the Pechiney group of companies;
December 1998 would be to reduce 1999 net income by approximately $ 60 million of which $5 million relates to the cost of unexercised option premiums.
Because all of the Company's foreign currency forward positions are taken out to hedge identifiable foreign currency commitments to purchase or sell goods and services, any negative impact of currency movements on the forward exchange contracts would be offset by an equal and opposite favourable exchange impact on the commitments being hedged.
DERIVATIVE COMMODITY CONTRACTS
The effect of a reduction of 10% in aluminum prices on the Company's aluminum forward purchase and options contracts outstanding at 31 December 1998 would be to reduce 1999 net income by approximately $44 million, of which $14 million relates to the cost of unexercised option premiums and $30 million to forward purchase contracts. These results reflect a 10% reduction from the 1998 year-end, three-month LME aluminum closing price of $1241 and assume an equal 10% drop has occurred throughout the aluminum forward price curve existing as at 31 December 1998.
Because all of the Company's aluminum forward purchase contract positions are taken out to hedge future purchases of metal required for firm sales commitments to fabricated products customers, any negative impact of movements in the price of aluminum on the forward purchase contracts would be offset by an equal and opposite impact on the purchases being hedged.
ITEM 8
ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required is incorporated by reference to the Annual Report, Consolidated Financial Statements on pages 41 through 62 and the "Auditors' Report" on page 40; the section titled "Quarterly Financial Data" on page 63.
Location of Financial Statements and other material required under this Item is found under Item 14 of this report.
ITEM 9
ITEM 9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
The Company has nothing to report under this Item.
PART III
INFORMATION IN THIS PART IS BASED ON INFORMATION CONTAINED IN THE COMPANY'S MANAGEMENT PROXY CIRCULAR DATED 3 MARCH 1999.
ITEM 10
ITEM 10 DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
(a) IDENTIFICATION OF DIRECTORS
The information required is incorporated by reference to the Management Proxy circular pages 5 to 8.
- - prior to joining the Company in January 1997, Mr. Evans held senior management positions with the Kaiser Aluminum organization;
- - prior to joining the Company in January 1995, Mr. Gagnier was president of a manufacturers' association in Canada and, prior to that, had held senior administrative positions with the Government of Canada (including its Privy Council Office).
ITEM 11
ITEM 11 EXECUTIVE COMPENSATION
The information required is incorporated by reference to the Management Proxy Circular, pages 12 to 22, the section titled "Executive Compensation".
ITEM 12
ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required is incorporated by reference to the Management Proxy Circular, page 9, the sections titled "Holdings of Shares and Deferred Share Units by Directors" and "Holdings of Shares by Others".
Directors and Executive Officers as a group beneficially own 132,763 Shares (including Shares over which control or direction is exercised). This represents 0.06% of Shares issued and outstanding. In addition, Executive Officers as a group have Options (as defined in the Management Proxy Circular) to purchase 2,321,500 Shares.
ITEM 13
ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS
The information required is incorporated by reference to the Management Proxy Circular, pages 23 to 24, the section titled "Indebtedness of Directors and Executive Officers".
PART IV
ITEM 14
ITEM 14 EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) 1. FINANCIAL STATEMENTS
The information required is incorporated by reference to the Annual Report, pages 41 to 62 and the Auditors' Report on page 40 thereof.
2. FINANCIAL STATEMENT SCHEDULES
The required information is shown in the consolidated financial statements or notes thereto.
3. EXHIBITS
References to documents filed by the Company prior to April 1987 are to SEC File No. 1-3555. References to documents filed by the Company after April 1987 are to SEC File No. 1-3677.
(3) Articles of Incorporation and By-laws:
3.1 Certificate of Amalgamation dated 1 January 1995, Certificate of Amendment dated 8 May 1995. (Incorporated by reference to exhibit 3.1 to the Annual Report on Form 10-K of the Company for 1996.)
3.2 By-law No. 1A. (Incorporated by reference to exhibit 3.5 to the Annual Report on Form 10-K of the Company for 1987.)
(4) Instruments defining the rights of security holders:
4.1 No long-term debt instrument is required to be filed herewith, and the Company agrees to furnish a copy of any such instrument to the Commission upon request.
4.2 Form of certificate for the Registrant's Common Shares. (Incorporated by reference to exhibit 4.2 to the Annual Report on Form 10-K of the Company for 1989.)
4.3 Shareholder Rights Agreement as amended and restated on 24 April 1995 between Alcan Aluminium Limited and The R-M Trust Company as Rights Agent, which Agreement includes the form of Rights Certificates. (Incorporated by reference to exhibit 4 to the Company's Report on Form 8-K filed on 5 May 1995.)
(10) Material Contracts
10.1 Alcan Pension Plan (Canada), restated version, as of October 1990. (Incorporated by reference to exhibit 10.1 to the Annual Report on Form 10-K of the Company for 1990.)
10.1.1 Amendments dated 1 January 1992. (Incorporated by reference to exhibit 10.1.1 to the Annual Report on Form 10-K of the Company for 1991.)
10.1.2 Amendments dated 1 January 1990, Schedule 93-2. (Incorporated by reference to exhibit 10.1.2. to the Annual Report on Form10-K of the Company for 1994.)
10.1.3 Amendments dated 1 January 1994, Schedule 93-3 and Schedule 93-4. (Incorporated by reference to exhibit 10.1.3. to the Annual Report on Form 10-K of the Company for 1994.)
10.1.4 Amendments dated 31 December 1994, for Schedule 95-1, 1 January 1996 for Schedule 95-2, 1 January 1992 for Schedule 95-3 and 1 January 1995 for Schedule 95-4. (Incorporated by reference to exhibit 10.1.4 to the Annual Report on Form 10-K of the Company for 1995.)
10.1.5 Amendments dated 1 July 1996 for Schedule 96-1, 1 November 1996 for Schedule 96-2, 1 January 1992 for paragraphs 1, 2 and 3 of Schedule 96-3 and 1 January 1996 for paragraph 4 of Schedule 96-3. (Incorporated by reference to exhibit 10.1.5 to the Annual Report on Form 10-K of the Company for 1996.)
10.1.6 Amendments dated 1 January 1998 in Schedule 97-1, 30 March 1998 in Schedule 98-1 and 1 November 1998 in Schedule 98-2. (filed herewith.)
10.2 Alcan Executive Share Option Plan. (Incorporated by reference to the section titled "The Plan" on pages 3 through 8 and on pages 3 through 7 of the Prospectuses dated 30 April 1990 and 28 April 1993, respectively, filed as part of the Company's Registration Statements on Form S-8, Registration Nos. 33-34716 and 33-61790.)
10.3 Alcan Aluminium Limited Executive Performance Award Plan revised as of October 1994. (Incorporated by reference to exhibit 10.3 to the Annual Report on Form 10-K of the Company for 1994.)
10.4 Alcan Aluminium Limited Financial Counselling Plan. (Incorporated by reference to the exhibit of that name filed with the Annual Report on Form 10-K of the Company for 1981.)
10.5 Alcan Aluminium Limited Executive Automobile Programme revised as of 1 January 1992. (Incorporated by reference to exhibit 10.5 to the Annual Report on Form 10-K of the Company for 1991.)
10.6 Alcan Aluminium Limited Flexible Perquisites Program. (Incorporated by reference to exhibit 10.6 to the Annual Report on Form 10-K of the Company for 1995.)
10.7 Form of Supplemental Retirement Benefits Agreement. (Incorporated by reference to exhibit 10.6 filed with the Annual Report of the Company on Form 10-K for 1983.)
10.8 Alcan Supplemental Retirement Benefit Plan (Canada), February 1992 edition. (Incorporated by reference to exhibit 10.8 to the Annual Report on Form 10-K of the Company for 1991.)
10.8.1 Amendments dated 1 January 1994, Schedule 93-1. (Incorporated by reference to exhibit 10.7.1 to the Annual Report on Form 10-K of the Company for 1994.)
10.8.2 Amendments dated 23 September 1993. (Incorporated by reference to exhibit 10.8.2 to the Annual Report on Form 10-K of the Company for 1994.)
10.8.3 Amendments dated 1 November 1998 in Schedule 98-1. (filed herewith.)
10.9 Indemnity Agreement with Jacques Bougie. Substantially similar agreements have been entered into with all current Directors of Alcan Aluminium Limited. (Incorporated by reference to exhibit 10.9 to the Annual Report on Form 10-K of the Company for 1995.)
10.10 Alcan Aluminium Limited Retirement Compensation Plan for Non-Executive Directors dated 27 April 1995. (Incorporated by reference to exhibit 10.10 to the Annual Report on Form 10-K of the Company for 1995.)
10.10.1 Amendment dated 1 January 1997. (Incorporated by reference to exhibit 10.10.1 to the Annual Report on Form 10-K of the Company for 1996.)
10.11 Alcan Aluminium Limited Deferred Share Unit Plan for Non-Executive Directors dated 1 January 1997. (Incorporated by reference to exhibit 10.11 to the Annual Report on Form 10-K of the Company for 1996.)
10.12 B.C./Alcan 1997 Agreement. (Incorporated by reference to exhibit 10.1 to the Quarterly Report on Form 10-Q of the Company for the quarter ended 30 June 1997.)
10.13 Employment Agreement dated 24 July 1997 with Jacques Bougie. (Incorporated by reference to exhibit 10.13 to the Annual Report on Form 10-K of the Company for 1997.)
(13) Annual Report. (Filed herewith.)
(21) Subsidiaries and Related Companies of the Company. (Filed herewith.)
(23) Consent of Independent Accountants is on page 29.
(24) Powers of Attorney. (Filed herewith.) 24.1 Power of attorney of W. Chippindale 24.2 Power of attorney of T. Engen 24.3 Power of attorney of J.R. Evans 24.4 Power of attorney of J.E. Newall 24.5 Power of attorney of P.H. Pearse 24.6 Power of attorney of G. Russell 24.7 Power of attorney of G. Saint-Pierre 24.8 Power of attorney of G. Schulmeyer
(27) Financial Data Schedule. (Filed herewith.)
(99) Cautionary statement for purposes of the "Safe Harbor" provisions of the Private Securities Litigation Reform Act of 1995. (Incorporated by reference to exhibit 99 to the Annual Report on Form 10-K of the Company for 1997.)
(99) Management Proxy Circular. (Filed herewith).
(b) REPORTS ON FORM 8-K
The Company has filed reports on Form 8-K dated 16 October 1998, 28 October 1998 and 27 November 1998 during the quarter ended 31 December 1998 concerning Item 5 thereof: "Other Events".
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
ALCAN ALUMINIUM LIMITED
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated, on 25 March 1999.
- ------------------------------------- Sonja I. Bata, Director
- ------------------------------------- W. R. C. Blundell, Director
/s/ - ------------------------------------- Jacques Bougie, Director, President and Chief Executive Officer (Principal Executive Officer)
/s/ - ------------------------------------- Warren Chippindale, Director By P.K. Pal, as Attorney-in-Fact
/s/ - ------------------------------------- Travis Engen, DIRECTOR By Robert des Trois Maisons, as Attorney-in-Fact
/s/ - ------------------------------------- John R. Evans, Chairman of the Board By P.K. Pal, as Attorney-in-Fact
- ------------------------------------- Allan E. Gotlieb, Director
/s/ - ------------------------------------- J. E. Newall, Director By Robert des Trois Maisons, as Attorney-in-Fact
/s/ - ------------------------------------- Peter H. Pearse, Director By P.K. Pal, as Attorney-in-Fact
/s/ - ------------------------------------- Sir George Russell, Director By P.K. Pal, as Attorney-in-Fact
/s/ - ------------------------------------- Guy Saint-Pierre, Director By Robert des Trois Maisons, as Attorney-in-Fact
/s/ - ------------------------------------- Gerhard Schulmeyer, Director by Robert des Trois Maisons, as Attorney-in-Fact
- ------------------------------------- Paul M. Tellier, Director
/s/ - ------------------------------------- Suresh Thadhani, Executive Vice President and Chief Financial Officer (Principal Financial Officer)
/s/ - ------------------------------------- Denis G. O'Brien, Controller (Principal Accounting Officer)
CONSENT OF INDEPENDENT ACCOUNTANTS
To the Directors of Alcan Aluminium Limited:
We hereby consent to the incorporation by reference in the Prospectuses constituting part of the Registration Statements on Form S-8 (Nos. 33-6070, 33-34716 and 33-61790) and on Form S-3 (Nos. 2-78568, 2-78713 and 33-82754 ) of Alcan Aluminium Limited of our Report, dated 11 February 1999 appearing on page 40 of the 1998 Annual Report to Shareholders. Our Report is incorporated by reference in this Annual Report on Form 10-K. We also consent to the reference to us under the caption "Experts" in such Prospectuses.
Montreal, Canada 25 March 1999
/s/ --------------------------- PricewaterhouseCoopers LLP.
COMMENTS BY AUDITORS FOR U.S. READERS ON CANADA-U.S. REPORTING DIFFERENCES
In the United States of America, reporting standards for auditors require the addition of an explanatory paragraph (following the opinion paragraph) when there is a change in accounting principles that has a material effect on the comparability of a company's financial statements, such as the change described in Note 3 to the Consolidated Financial Statements. Our report to the Shareholders dated 11 February 1999 is expressed in accordance with Canadian reporting standards which do not require a reference to such a change in accounting principles in the auditor's report when the change is properly accounted for and adequately disclosed in the financial statements.
Montreal, Canada 25 March 1999
/s/ --------------------------- PricewaterhouseCoopers LLP.