ALCAN ALUMINIUM LTD /NEW
S-4, 1999-09-17
PRIMARY PRODUCTION OF ALUMINUM
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<PAGE>   1

                                                 REGISTRATION NO. 333-
   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 17, 1999
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON D.C. 20549
                           -------------------------

                                    FORM S-4
                           -------------------------
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                           -------------------------

                            ALCAN ALUMINIUM LIMITED
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S>                                  <C>                                         <C>
               CANADA                                   3334                                 NONE
  (STATE OR OTHER JURISDICTION OF    (PRIMARY STANDARD INDUSTRIAL CLASSIFICATION        (IRS. EMPLOYER
   INCORPORATION OR ORGANIZATION)                   CODE NUMBER)                     IDENTIFICATION NO.)
</TABLE>

                          1188 SHERBROOKE STREET WEST
                        MONTREAL, QUEBEC, CANADA H3A 3G2
                                 (514) 848-8000
    (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE
                  OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

                           DAVID MCAUSLAND, SECRETARY
                            ALCAN ALUMINIUM LIMITED
                          1188 SHERBROOKE STREET WEST
                        MONTREAL, QUEBEC, CANADA H3A 3G2
                                 (514) 848-8000
           (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
                   INCLUDING AREA CODE, OF AGENT FOR SERVICE)
                           -------------------------

                                   COPIES TO:
                      MILBANK, TWEED, HADLEY & MCCLOY LLP
                            1 CHASE MANHATTAN PLAZA
                            NEW YORK, NEW YORK 10005
                           ATTN: DONALD B. BRANT, JR.
                                 (212) 530-5000
                           -------------------------

        APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
    As promptly as practicable after the effective date of this registration
                                   statement.

    If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]

    If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

    If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
                           -------------------------

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
                                                                               PROPOSED MAXIMUM        PROPOSED MAXIMUM
                                                         AMOUNT TO BE         OFFERING PRICE PER      AGGREGATE OFFERING
TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED        REGISTERED                SHARE                  PRICE(1)
- --------------------------------------------------------------------------------------------------------------------------
<S>                                                 <C>                     <C>                     <C>
Alcan Aluminium Limited Common Shares without
  Nominal or par value..                                    1,000               Not Applicable            $16,277.70
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------

<CAPTION>
- --------------------------------------------------  ----------------------
- --------------------------------------------------  ----------------------

                                                          AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED     REGISTRATION FEE
- --------------------------------------------------  ----------------------
<S>                                                 <C>
Alcan Aluminium Limited Common Shares without
  Nominal or par value..                                    $5.00
- -------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Estimated solely for the purpose of computing the amount of the registration
    fee pursuant to Rule 457 under the Securities Act of 1933.
                           -------------------------

    THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>   2

                SUBJECT TO COMPLETION. DATED SEPTEMBER 17, 1999

PROSPECTUS                                                U.S. OFFER TO EXCHANGE

                            ALCAN ALUMINIUM LIMITED

     The boards of directors of Alcan and Pechiney have approved a combination
of the two companies. The combination is being effected through an offer by
Alcan to exchange newly issued Alcan Common Shares for all outstanding Pechiney
A Shares, Pechiney B Shares and Pechiney ADSs ("Pechiney Securities"). Alcan's
offer to acquire all of the outstanding Pechiney Securities is being made
through two separate offers, a U.S. offer and an international offer made in
France and elsewhere outside the United States. The U.S. offer is open to all
holders of Pechiney Securities who are in the United States. The international
offer is open to all holders of Pechiney Securities who are not in the United
States. The offers together are being made for all the shares of Pechiney.

     Alcan is offering to exchange:

     -  1.7816 Alcan Common Shares for every Pechiney A Share,

     -  1.9598 Alcan Common Shares for every Pechiney B Share and

     -  0.8908 Alcan Common Shares for every Pechiney American Depositary Share.

     Pursuant to a combination agreement among Alcan, Pechiney and Alusuisse
Lonza Group AG ("algroup"), Alcan is concurrently, but separately, offering to
acquire all of the shares of algroup in exchange for Alcan Common Shares. That
offer is not being made in the United States and is not covered by this
prospectus.

     The new Alcan Common Shares to be issued to holders of Pechiney Securities
will represent approximately 29% (on a fully diluted basis) of the outstanding
Alcan Common Shares immediately after the combination (assuming the offers for
the Pechiney Securities are accepted in full and assuming acceptance in full of
the offer for algroup).

     The offers for the Pechiney Securities are subject to the condition that
enough Pechiney Securities are tendered so that Alcan will acquire more than 67%
of the voting rights and share capital of Pechiney on a fully diluted basis.

     This prospectus contains detailed information concerning the U.S. offer and
the proposed combination. The complete combination agreement is attached as
Annex A. We urge you to read this prospectus and the combination agreement
carefully.

     The Common Shares of Alcan are listed on the New York Stock Exchange and
the Toronto Stock Exchange under the symbol "AL".

     The information contained in this prospectus is subject to completion and
amendment. A registration statement relating to these securities has been filed
with the Securities and Exchange Commission. These securities may not be sold
nor may offers to buy be accepted prior to the time the registration statement
becomes effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any state in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such state.

     Neither the Securities and Exchange Commission nor any state securities
commission has approved these securities or determined if this prospectus is
accurate or complete. Any representation to the contrary is a criminal offense.

     The text of the announcement released by Alcan on September 16, 1999
follows.

                   The date of this prospectus is           .
<PAGE>   3

Press Release

                        ALCAN, PECHINEY AND ALGROUP SIGN
                   DEFINITIVE THREE-WAY COMBINATION AGREEMENT

   PECHINEY COMPLETES WORKERS' COUNCILS INFORMATION AND CONSULTATION SESSIONS
                            ------------------------

     Montreal, Canada; Paris, France; and Zurich, Switzerland -- [September 16,
1999] -- Alcan (NYSE, TSE: AL), Pechiney (NYSE, PARIS: PY) and algroup (SWX:
ALUN), today jointly announced that, as anticipated in their August 11
announcement, they have now entered into a definitive three-way combination
agreement.

     The three companies announced the signing of a memorandum of understanding
("MoU") on August 11, with Alcan and algroup also having signed a definitive
two-way combination agreement. On its part, Pechiney was required, under French
law, to inform and consult its workers' councils prior to entering into a
definitive three-way combination agreement. That information and consultation
process was completed within the anticipated time frame and the two-way
combination agreement between Alcan and algroup has been replaced by the
three-way agreement such that one agreement now governs the three parties.

     As announced on August 11, the three-way merger will be accomplished
through two independent exchange offers that the parties have agreed will be
initiated by Alcan. Completion of the transaction will be subject to certain
conditions, the most relevant of which are:

     (i)   approval of the required share issuance at a meeting of Alcan
           shareholders, which is expected to be held in late October or early
           November;

     (ii)  minimum acceptance thresholds of 67% by the shareholders of each of
           Pechiney and algroup in response to respective exchange offers, and;

     (iii) regulatory clearances and requirements.

     The completion of the algroup transaction also depends upon algroup
completing the announced tax-free demerger of its chemical and energy business
which is subject to the approval of its shareholders, anticipated to be obtained
at a meeting to be held in late October.

     Filings in respect of regulatory clearances have been made in the United
States and Canada and, with the signing of the three-way combination agreement,
will now be made in Europe. Regulatory filings are also being pursued in a
number of other jurisdictions. The parties confirm that the overall transaction
time frame remains on track with completion of all aspects expected for early
next year.

     With combined 1998 revenue of US$21.6 billion and operations in 59
countries, the merger of Alcan, Pechiney and algroup will create one of the
world's largest aluminium companies and the global leader in both flexible and
specialty packaging. The Alcan-Pechiney-algroup combination, temporarily to be
referred to as A.P.A., will be a world leader in aluminium, with complementary
operations and technologies, a sustainable superior low-cost position in primary
aluminium fabricating positions globally, and superior positioning for future
low-cost growth and expansion. A.P.A. will bring together highly complementary
packaging businesses with leading positions in attractive growth business areas
including pharmaceuticals, food and cosmetics.

     Additional information with respect to the three companies is contained in
their respective securities regulatory filings and financial statements. This
press release does not

                                        1
<PAGE>   4

constitute an offering of securities, which may be made by prospectus only.
Detailed information with respect to the proposed three-way combination
agreement will be contained in the various formal documents, including
circulars, offers, registration statements and similar documents, to be filed
with securities regulatory authorities and sent to the shareholders of the three
companies.

          ENFORCEABILITY OF CIVIL LIABILITIES AGAINST FOREIGN PERSONS

     We are a Canadian corporation. Most of our directors and officers, as well
as the experts named in this prospectus, are not citizens or residents of the
United States and all or a substantial part of the assets of these individuals
may be located outside the United States. As a result, it may be difficult for
you to effect service of process within the United States upon these individuals
or to realize against them or us within the United States upon judgments of
courts of the United States predicated upon civil liabilities under the
Securities Act of 1933. McCarthy Tetrault, our Canadian counsel, has advised us,
however, that the civil liability provisions of that Act may be enforced in
original actions taken in the Province of Quebec against us or any such
individual, but judgments of United States courts predicated on such provisions
will not be enforceable in the Province of Quebec unless they meet the
requirements for the recognition and enforcement of foreign judgments under the
Civil Code of Quebec.

                                    EXPERTS

     The consolidated financial statements of Alcan as of December 31, 1998 and
1997 and for each of the three years in the period ended December 31, 1998
incorporated in this prospectus by reference to Alcan's Annual Report on Form
10-K for the year ending December 31, 1998 have been so incorporated in reliance
on the report of PricewaterhouseCoopers LLP, independent accountants, given upon
the authority of that firm as experts in auditing and accounting.

     The consolidated financial statements of Pechiney as of December 31, 1998
and 1997 and for each of the three years in the period ended December 31, 1998
incorporated in this prospectus by reference to Pechiney's Annual Report on Form
20-F for the year ending December 31, 1998 have been so incorporated in reliance
on the report of PricewaterhouseCoopers, independent accountants, given upon the
authority of that firm as experts in auditing and accounting.

                      WHERE YOU CAN FIND MORE INFORMATION

     Alcan files annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission. Pechiney files
annual and special reports and certain other information with the SEC. You may
read and copy any reports, statements or other information on file at the SEC's
public reference room located at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the SEC's Regional Offices located at
Northwestern Atrium Center, 500 West Madison Street, Chicago, Illinois
60661-2511 and at 7 World Trade Center, 13th Floor, New York, New York 10048.
Please call the SEC at 1-800-SEC-0330 for further information on the public
reference rooms. Alcan's SEC filings are also available to the public at the web
site maintained by the SEC at http://www.sec.gov. The Pechiney ADSs and Alcan
Common Shares are listed on the New York Stock Exchange, and consequently, the
periodic reports, proxy statements and other information filed by Pechiney and
Alcan with the SEC

                                        2
<PAGE>   5

can be inspected at the offices of the NYSE, 20 Broad Street, New York, New York
10005.

     Alcan has filed with the SEC a registration statement on Form S-4 to
register the Alcan Common Shares that Pechiney shareholders will receive
following completion and acceptance of the offer. This prospectus does not
contain all of the information set forth in the registration statement, some
parts of which are omitted in accordance with the rules and regulations of the
SEC. For further information, you should refer to the registration statement.

     The SEC allows us to "incorporate by reference" information into this
prospectus, which means that we can disclose important information to you by
referring you to another document filed separately with the SEC. The information
incorporated by reference is deemed to be a part of this prospectus, except for
any information superseded by information contained in this prospectus. This
prospectus incorporates by reference the documents set forth below that Alcan
and Pechiney have previously filed with the SEC. These documents contain
important information about Alcan and Pechiney and their financial condition.

<TABLE>
<CAPTION>
ALCAN SEC FILINGS (FILE NO. 1-3677)                 PERIOD
- -----------------------------------    ---------------------------------
<S>                                    <C>
Annual Report on Form 10-K             Year ended December 31, 1998
Current Reports on Form 8-K            Filed on April 26, 1999 and
                                       August 11, 1999
Quarterly Reports on Form 10-Q         Filed on May 5, 1999 and August
                                       6, 1999
</TABLE>

<TABLE>
<CAPTION>
PECHINEY SEC FILINGS (FILE NO. 1-14110)                 PERIOD
- ---------------------------------------    ---------------------------------
<S>                                        <C>
Annual Report on Form 20-F                 Year ended December 31, 1998
Reports of Foreign Private Issuer on
  Form 6-K                                 Filed on February 1, 1999,
                                           February 5, 1999, March 10, 1999,
                                           April 27, 1999, May 17, 1999,
                                           June 8, 1999, July 6, 1999, July
                                           28, 1999, August 11, 1999 and
                                           August 17, 1999.
</TABLE>

     We also incorporate by reference into this prospectus additional documents
that may be filed with the SEC by Alcan or Pechiney after the date of this
prospectus until the expiration of the U.S. offer.

     Alcan has supplied all information contained or incorporated by reference
in this prospectus relating to Alcan and Pechiney has supplied all such
information relating to Pechiney. Neither Alcan nor Pechiney has independent
knowledge of the matters set forth or incorporated by reference herein by the
other party.

     While you may have already received some of the documents incorporated by
reference in this prospectus, you can obtain copies of any of them through
Alcan, Pechiney or the SEC. Documents incorporated by reference are available
without charge from Alcan or Pechiney, as the case may be, excluding all
exhibits other than those specifically incorporated by reference into this
prospectus. Shareholders may obtain documents incorporated by reference into
this prospectus by requesting them in writing or by telephone at the following
address:

                                        3
<PAGE>   6

<TABLE>
<S>                                         <C>
For Alcan Documents:                        For Pechiney Documents:
Alcan Aluminium Limited                     Pechiney
1188 Sherbrooke Street West                 Place du Chancelier Adenauer
Montreal Quebec, Canada H3A 3G2             75218 Paris Cedex 16
Attn: Alan Brown                            Attn: Francois-Jose Bordonado
Investor Relations                          Investor Relations
Tel.: 514-848-8368                          Tel.: 011-33-1-5628-2507
</TABLE>

     IF YOU WOULD LIKE TO RECEIVE DOCUMENTS FROM ALCAN AND/OR PECHINEY BEFORE
THE EXPIRATION OF THE U.S. OFFER, PLEASE MAKE YOUR REQUEST NO LATER THAN
          , FIVE BUSINESS DAYS BEFORE THE PROPOSED EXPIRATION DATE.

     YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS TO DECIDE WHETHER TO PARTICIPATE IN THE U.S. OFFER.
WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT
FROM THAT WHICH IS CONTAINED IN, OR INCORPORATED BY REFERENCE INTO, THIS
PROSPECTUS. THIS PROSPECTUS IS DATED           . YOU SHOULD NOT ASSUME THAT THE
INFORMATION CONTAINED IN, OR INCORPORATED BY REFERENCE INTO, THIS PROSPECTUS IS
ACCURATE AS OF ANY DATE OTHER THAN THAT DATE, AND NEITHER THE MAILING OF THIS
PROSPECTUS TO SHAREHOLDERS NOR THE ISSUANCE OF ALCAN COMMON SHARES IN THE OFFER
SHALL CREATE ANY IMPLICATIONS TO THE CONTRARY.

                                        4
<PAGE>   7
                                                                         ANNEX A
                             COMBINATION AGREEMENT

THIS COMBINATION AGREEMENT is made on September 15, 1999

AMONG:

(1)     ALCAN ALUMINIUM LIMITED, a company incorporated under the laws of Canada
        (CANADA),

(2)     PECHINEY, a company incorporated under the laws of France (FRANCE), and

(3)     ALUSUISSE LONZA GROUP AG, a company incorporated under the laws of
        Switzerland (SWITZERLAND).

WHEREAS:

(A)     The respective Boards of Directors of each of Canada, France and
Switzerland (each a PARTY, and together the PARTIES) have determined that it is
in the best interest of their respective companies and shareholders to effect
the combination of their respective businesses as set forth herein (the
COMBINATION) in a "merger-of-equals".

(B)     In furtherance of the Combination, Canada, France and Switzerland have
previously entered into a memorandum of understanding dated 11 August, 1999 (the
MOU) establishing the structure and principal terms of the Combination, and
Canada and Switzerland entered into an agreement (the INITIAL COMBINATION
AGREEMENT) on the same date setting forth the terms and conditions of a proposed
combination between them.

(C)     In furtherance of the Combination, the respective Boards of Directors of
Canada, France and Switzerland have approved and adopted this Combination
Agreement (the AGREEMENT) which sets out the terms and conditions for the
Combination.

(D)     The respective Boards of Directors of Canada, France and Switzerland
have concluded that the Combination will be effected by utilizing Canada as the
holding company for the new, combined group. As a result, Canada will be the
vehicle through which the Exchange Offers (as defined below) will be made to
shareholders of Switzerland and France, respectively, and shares of common
stock, without par or nominal value, of Canada (CANADA COMMON SHARES) shall be
issued as consideration in the Exchange Offers.

(E)     The respective Boards of Directors of Canada and Switzerland have
approved the exchange offer (the SWISS EXCHANGE OFFER) by Canada for all of the
issued and outstanding registered shares, of CHF 100 per share, of Switzerland
(the SWISS SHARES) upon the terms and subject to the conditions set forth in
this Agreement;

(F)     The respective Boards of Directors of each of Canada and France have
approved the exchange offer (the FRENCH EXCHANGE OFFER and, together with the
Swiss Exchange Offer, the EXCHANGE OFFERS) by Canada for all of the issued and
outstanding (i) ordinary shares (A), par value EURO 15.25 per share, of France
(the FRENCH ORDINARY SHARES), (ii)

<PAGE>   8
preferred shares (B), par value EURO 15.25 per share, of France (the FRENCH
PREFERRED SHARES) and (iii) the American Depositary Receipts (ADRS) each
representing one-half of a French Ordinary Share (the French Ordinary Shares,
French Preferred Shares and the ADRs are collectively referred to herein as the
FRENCH SHARES);

(G)     The respective Boards of Directors of each of Canada and Switzerland
have determined that it is in the best interests of their respective companies
to have Canada and Switzerland enter into a business combination under the terms
of this Agreement whether or not the French Exchange Offer is completed;

(H)     The respective Boards of Directors of each of Canada and France have
determined that it is in the best interests of their respective companies to
have Canada and France enter into a business combination under the terms of this
Agreement whether or not the Swiss Exchange Offer is completed;

(I)     The Parties intend that each Exchange Offer be treated as a tax free
rollover to shareholders for tax purposes to the maximum extent possible;

(J)     The Combination (but neither Exchange Offer alone) is intended to be
treated as a "pooling of interests" under generally accepted accounting
principles in Canada (CANADIAN GAAP); and

(K)     This Agreement sets out the terms and conditions of the agreement by
each of  Canada, France and Switzerland in relation to the Combination and each
Exchange Offer.

NOW, THEREFORE, in consideration of the mutual representations, warranties,
covenants and agreements contained herein, the Parties hereto, intending to be
legally bound, hereby agree as follows:

ARTICLE 1 - THE EXCHANGE OFFERS

1.1     Canada, Switzerland and France agree that Canada, with the full
participation and cooperation of Switzerland and France, will make the Swiss
Exchange Offer and the French Exchange Offer, in each case on the basis and in
accordance with the provisions set out in Schedule 1 and on the terms and
subject to the conditions of this Agreement.

1.2     France represents and warrants to Canada and Switzerland that the Board
of Directors of France has adopted and approved this Agreement and the
Combination and is, concurrently with the execution of this Agreement,
recommending to the holders of French Shares that they accept the French
Exchange Offer when made regardless of whether or not the Swiss Exchange Offer
is consummated in accordance with the terms hereof. Unless permitted in
accordance with Article 1.2.1 below, or otherwise required by law, to withdraw
or adversely modify its recommendation, France agrees with Canada and
Switzerland that it will procure that the Board of Directors of France will
recommend at all times prior to the time the French Exchange Offer is made, at
the time the French Exchange Offer is made and during the period of the French
Exchange Offer, that the holders of French Shares accept the French Exchange
Offer regardless of whether or not the Swiss Exchange Offer is consummated. The
recommendation of the


                                      -2-
<PAGE>   9
Board of Directors of France shall be contained in all relevant filings and
disclosure documents, as applicable, and may only be withdrawn as permitted
hereby.

1.2.1   Notwithstanding anything to the contrary contained herein, whether or
not the French Exchange Offer shall have commenced, the Board of Directors of
France may withdraw or adversely modify its recommendation that holders of
French Shares tender their French Shares in the French Exchange Offer if (i) any
of the representations and warranties of Canada set forth in this Agreement
shall have become untrue in any respect which, individually or in the aggregate,
has resulted, or would be reasonably likely to result, in a Canada Material
Adverse Effect, (ii) Canada is in material breach of any of its obligations set
forth in this Agreement that is not curable or, if curable is not cured within
15 days after written notice of such breach is given by France to Canada, (iii)
Canada shall have suffered a Canada Material Adverse Effect, (iv) at the time of
the consummation of the Swiss Exchange Offer the Chemicals Division Demerger
shall not have occurred; provided that France's rights pursuant to this clause
(iv) shall expire two business days following receipt of written notice from
Canada of the consummation of the Swiss Exchange Offer and the failure of the
Chemicals Division Demerger to have occurred if France shall not have exercised
any of such rights prior thereto, or (v) a proposal constituting an Alternative
Transaction (as defined below) for France shall have been made.

1.3     Switzerland represents and warrants to Canada and France that the Board
of Directors of Switzerland has unanimously adopted and approved this Agreement
and the Combination and is, concurrently with the execution of this Agreement,
recommending to the shareholders of Switzerland that they accept the Swiss
Exchange Offer when made, regardless of whether or not the French Exchange Offer
is consummated in accordance with the terms hereof. Unless permitted in
accordance with Article 1.3.1 below, or otherwise required by law to withdraw or
adversely modify its recommendation, Switzerland agrees with Canada and France
that the Board of Directors of Switzerland will unanimously recommend at all
times prior to the time the Swiss Exchange Offer is made, at the time the Swiss
Exchange Offer is made and during the period of the Swiss Exchange Offer, that
the holders of Swiss Shares accept the Swiss Exchange Offer regardless of
whether or not the French Exchange Offer is consummated. The recommendation of
the Board of Directors of Switzerland shall be contained in all relevant filings
and disclosure documents, as applicable, and may only be withdrawn as permitted
hereby.

1.3.1   Notwithstanding anything to the contrary contained herein, whether or
not the Swiss Exchange Offer shall have been commenced, the Board of Directors
of Switzerland may withdraw or adversely modify its recommendation that
shareholders of Switzerland tender their Swiss Shares in the Swiss Exchange
Offer if (i) any of the representations and warranties of Canada set forth in
this Agreement shall have become untrue in any respect which, individually or in
the aggregate, has resulted, or would be reasonably likely to result, in a
Canada Material Adverse Effect, (ii) Canada is in material breach of any of its
obligations set forth in this Agreement that is not curable or, if curable is
not cured within 15 days after written notice of such breach is given by
Switzerland to Canada, (iii) Canada shall have suffered a Canada Material
Adverse Effect, or (iv) a proposal constituting an Alternative Transaction for
Switzerland shall have been made.

                                      -3-
<PAGE>   10
1.4     Canada represents and warrants to France and Switzerland that the Board
of Directors of Canada has unanimously adopted and approved this Agreement, the
Combination and each of the Exchange Offers and is, concurrently with the
execution of this Agreement, recommending to the shareholders of Canada that
they approve the issue of Canada Common Shares in connection with each of the
Swiss Exchange Offer and the French Exchange Offer regardless of whether or not
both Exchange Offers are successful. Unless permitted in accordance with Article
1.4.1 or 1.4.2, as applicable, or 1.4.3, or otherwise required by law to
withdraw or adversely modify its recommendation, Canada agrees with France and
Switzerland that the Board of Directors of Canada will recommend at all times
that the holders of Canada Common Shares approve the issue of Canada Common
Shares in connection with each of the France Exchange Offer and the Swiss
Exchange Offer regardless of whether or not both Exchange Offers are
consummated. The recommendation of the Board of Directors of Canada shall be
contained in all relevant filings and disclosure documents, as applicable, and
may only be withdrawn as permitted hereby.

1.4.1   Notwithstanding anything to the contrary contained herein, whether or
not the French Exchange Offer shall have been commenced, the Board of Directors
of Canada may withdraw or adversely modify its recommendation that shareholders
of Canada approve the issuance of Canada Common Shares in connection with the
French Exchange Offer if (i) any of the representations and warranties of France
set forth in this Agreement shall have become untrue in any respect which,
individually or in the aggregate, has resulted, or would be reasonably likely to
result, in a France Material Adverse Effect, (ii) France is in material breach
of any of its obligations set forth in this Agreement that is not curable or, if
curable is not cured within 15 days after written notice of such breach is given
by Canada to France, or (iii) France shall have suffered a France Material
Adverse Effect.

1.4.2   Notwithstanding anything to the contrary contained herein whether or not
the Swiss Exchange Offer shall have been commenced, the Board of Directors of
Canada may withdraw or adversely modify its recommendation that shareholders of
Canada approve the issuance of Canada Common Shares in connection with the Swiss
Exchange Offer if (i) any of the representations and warranties of Switzerland
set forth in this Agreement shall have become untrue in any respect which,
individually or in the aggregate, has resulted, or would be reasonably likely to
result, in a Swiss Material Adverse Effect, (ii) Switzerland is in material
breach of any of its obligations set forth in this Agreement that is not curable
or, if curable is not cured within 15 days after written notice of such breach
is given by Canada to Switzerland, or (iii) Switzerland shall have suffered a
Swiss Material Adverse Effect.

1.4.3   Notwithstanding anything to the contrary contained herein, whether or
not either Exchange Offer has commenced, the Board of Directors of Canada may
modify or withdraw its recommendation that shareholders of Canada approve the
issuance of Canada Common Shares in connection with both the Swiss Exchange
Offer and the French Exchange Offer if a proposal constituting an Alternative
Transaction for Canada shall have been made.



                                      -4-

<PAGE>   11
ARTICLE 2 - COMMENCEMENT OF EXCHANGE OFFERS

2.1.1   Canada shall commence the Swiss Exchange Offer as soon as practicable
following the satisfaction or earlier due waiver of the conditions set out in
Part A of Schedule 2; PROVIDED, that Canada shall not be required to commence
the Swiss Exchange Offer if this Agreement has been terminated either with
respect to Switzerland or with respect to all Parties pursuant to Article 8.

2.1.2   Canada shall commence the French Exchange Offer as soon as practicable
following the satisfaction or earlier due waiver of the conditions set out in
Part B of Schedule 2; PROVIDED, that Canada shall not be required to commence
the French Exchange Offer if this Agreement has been terminated either with
respect to France or with respect to all Parties pursuant to Article 8.

2.2     Each Party agrees that it will notify the other Parties forthwith after
any of its Executive Officers become aware that (i) the conditions set out in
Part A of Schedule 2 have been satisfied or waived or have become incapable of
satisfaction, (ii) the conditions set out in Part B of Schedule 2 have been
satisfied or waived or have become incapable of satisfaction or (iii) a Material
Adverse Effect has occurred or is reasonably likely to occur with respect to
such Party, such notification to indicate in reasonable detail the nature and
effect thereof.

ARTICLE 3 - REPRESENTATIONS AND WARRANTIES

3.1     REPRESENTATIONS AND WARRANTIES OF FRANCE.  Except as set forth in the
disclosure letter dated the date hereof delivered to Canada and Switzerland by
France (the FRANCE DISCLOSURE LETTER), France hereby represents and warrants to
Canada and Switzerland that:

3.1.1   ORGANIZATION, GOOD STANDING AND QUALIFICATION.  Each of France and its
Material Subsidiaries has been duly organized and is validly existing as a
corporation, and to the extent relevant under the applicable corporate law, in
good standing, under the laws of its respective jurisdiction of organization and
has all requisite corporate or similar power and authority to own and operate
its properties and assets and to carry on its business as presently conducted
and is in good standing as a foreign corporation in each jurisdiction where the
ownership or operation of its properties or conduct of its business requires
such standing, except where the failure to be in good standing would not,
individually or in the aggregate, be reasonably likely to have a France Material
Adverse Effect.  France has made available to Canada and Switzerland a complete
and correct copy of France's and its Material Subsidiaries' articles of
association and by-laws, or other comparable governing instruments, each as
amended to date.  France's and its Material Subsidiaries' articles of
association, by-laws and other comparable governing instruments as so made
available are in full force and effect.

As used in this Agreement, the term (A) SUBSIDIARY means, with respect to any
Party, any entity, of which at least a majority of the securities or ownership
interests having by their terms ordinary voting power to elect a majority of
the board of directors or other persons performing similar functions is
directly or indirectly beneficially owned or controlled by such Party or by one
or more of its respective Subsidiaries or by such


                                      -5-

<PAGE>   12
Party and any one or more of its respective Subsidiaries, and (B) MATERIAL
SUBSIDIARY means any Subsidiary constituting more than (i) 5% of the relevant
Group's total assets or shareholder's equity at the end of the fiscal year ended
December 31, 1998, or (ii) 10% of the relevant Group's total net income for the
fiscal year ended December 31, 1998; (C) FRANCE MATERIAL ADVERSE EFFECT means a
material adverse effect on the financial condition, properties, business or
results of operations of the France Group; except for any such effect resulting
from any change in economic or business conditions generally, or with respect to
the aluminum or packaging industries specifically and (D) FRANCE GROUP means
France, its Subsidiaries and its interests in associated entities taken as a
whole.

3.1.2   CAPITAL STRUCTURE.  The authorized capital stock of France consists of
80,469,343 French Ordinary Shares and an additional number of French Ordinary
Shares with a maximum nominal value (excluding any insurance premium) of
490,000,000 euros, provided that this maximum nominal value is reduced to
245,000,000 euros unless existing holders of French Ordinary Shares are afforded
pre-emptive rights, and 1,091,044 French Preferred Shares, of which 80,469,343
French Ordinary Shares (which includes the French Shares referred to in Article
4.2.4) and 1,091,044 French Preferred Shares were outstanding as of the close of
business on August 6, 1999.  All of the outstanding French Shares have been duly
authorized and are validly issued and fully paid and there is no liability on
the part of the holders to pay any further amount in respect of any French
Share.  France has no French Shares reserved for issuance, except that, as of
August 6, 1999, there were up to 2,835,000 French Ordinary Shares authorized for
issuance pursuant to options that have been granted or are eligible to be
granted by France to the officers and employees of France and its Subsidiaries,
of which 1,606,000 French Ordinary Shares were reserved for issuance pursuant to
options that have been granted by France to officers and employees of France and
its Subsidiaries.  Each of the outstanding shares of capital stock or other
securities of each of France's Subsidiaries is duly authorized, validly issued
and fully paid and there is no liability on the part of the holders to pay any
further amount in respect of any French Share and, except for directors'
qualifying shares, and except as provided in the French Reports filed prior to
the date hereof, is owned by France or a direct or indirect wholly-owned
Subsidiary of France, free and clear of any lien, pledge, security interest,
claim or other encumbrance. Except as set forth above, there are no preemptive
or other outstanding rights, options, warrants, conversion rights, stock
appreciation rights, redemption rights, repurchase rights, agreements,
arrangements or commitments to issue or sell any shares of capital stock or
other securities of France or any of its Subsidiaries or any securities or
obligations convertible or exchangeable into or exercisable for, or giving any
person or entity a right to subscribe for or acquire, any securities of France
or any of its Subsidiaries, and no securities or obligations evidencing such
rights are authorized, issued or outstanding. France does not have outstanding
any bonds, debentures, notes or other obligations the holders of which have the
right to vote (or convertible into or exercisable for securities having the
right to vote) with the stockholders of France on any matter.

3.1.3   AUTHORITY RELATIVE TO THIS AGREEMENT AND APPROVAL.  (A) France has all
requisite corporate power and authority and has taken all corporate action
necessary in order to execute, deliver and perform its obligations under this
Agreement. This Agreement is a legal, valid and binding agreement of France
enforceable against it in


                                      -6-
<PAGE>   13
accordance with its terms, subject to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws of general applicability
relating to or affecting creditors' rights and to general equity principles (the
BANKRUPTCY AND EQUITY EXCEPTION).

(B)     The Board of Directors of France has approved this Agreement, the
Combination, the French Exchange Offer and the other transactions contemplated
hereby to which it will be a party and, concurrently with the execution of this
Agreement has resolved to recommend to its shareholders to accept the French
Exchange Offer regardless of whether or not the Swiss Exchange Offer is
consummated.

3.1.4   GOVERNMENTAL FILINGS; NO VIOLATIONS.  (A) Other than the filings,
approvals and/or notices required to be made (i) under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended (the HSR ACT), the Investment
Canada Act (INVESTMENT CANADA ACT), the Canadian Competition Act (the CANADIAN
COMPETITION ACT), EC Council Regulation 4064/89 (the EC ANTITRUST ACT), and such
other filings as may be required by the antitrust or competition laws, rules or
regulations of the United States, the European Union, Canada, France,
Switzerland and any other applicable jurisdiction (such laws, rules and
regulations together with the HSR Act, the EC Antitrust Act, the Canadian
Competition Act and Investment Canada Act are referred to as the ANTITRUST
LAWS), (ii) under the United States Securities Exchange Act of 1934, as amended
(the EXCHANGE ACT), the United States Securities Act of 1933, as amended (the
SECURITIES ACT), local securities or "blue-sky" laws, takeover, company or
securities laws, rules or regulations of the United States, Canada, Switzerland,
France (including the regulations of the Conseil des Marches Financiers (CMF),
the Commission des Operations de Bourse (COB), the ParisBourse-SBF (SBF)), the
European Union and any other applicable jurisdiction (all such laws, rules and
regulations, together with the Exchange Act and the Securities Act, are referred
to as the SECURITIES LAWS), (iii) under any stock exchange rules or regulations
in the United States, Canada, Switzerland, France, the European Union and any
other applicable jurisdiction and (iv) to the French Ministere de l'Economie,
des Finances et de l'Industrie under regulations for foreign investment in
France, no notices, reports or other filings are required to be made by France
with, nor are any consents, registrations, approvals, permits or authorizations
required to be obtained by France from, any governmental or regulatory
authority, agency, commission, body or other governmental entity (GOVERNMENTAL
ENTITY), in connection with the execution and delivery of this Agreement by
France and the consummation of the Combination, the French Exchange Offer and
the other transactions contemplated by this Agreement to which France will be a
party, except those that the failure to make or obtain would not, individually
or in the aggregate, be reasonably likely to have a France Material Adverse
Effect or to prevent, materially delay or materially impair the ability of
France to consummate the Combination.

(B)     The execution, delivery and performance of this Agreement by France do
not, and the consummation by France of the Combination and the other
transactions contemplated hereby to which France will be a party will not (i)
constitute or result in (I) a breach or violation of, or a default under, the
articles of association or by-laws or the comparable governing instruments of
France or any of its Material Subsidiaries, (II) a breach or violation of, or a
default under, the acceleration of any obligations or the creation of a lien,
pledge, security interest or other encumbrance on or rights in respect


                                      -7-
<PAGE>   14
of the assets of France or any of its Subsidiaries (with or without notice,
lapse of time or both) pursuant to, any agreement, lease, contract, note,
mortgage, indenture, arrangement or other obligation (CONTRACTS) binding upon
France or any of its Subsidiaries or any Law or governmental or non-governmental
permit or license to which France or any of its Subsidiaries is subject or (III)
any change in the rights or obligations of any party under any of the Contracts
to which France or any of its Subsidiaries is a party or (ii) require the
consent of any counterparty to any of the Contracts to which France or any of
its Subsidiaries is a party, except, in the case of sub-clauses (II) and (III)
of clause (i), for any breach, violation, default, acceleration, creation,
change or, in the case of clause (ii), any consent that in each case would not,
individually or in the aggregate, be reasonably likely to have a France Material
Adverse Effect or prevent, materially delay or materially impair the ability of
France to consummate the transactions contemplated by this Agreement to which it
will be a party.

3.1.5   FRENCH REPORTS; FINANCIAL STATEMENTS. France has made available to each
of Canada and Switzerland each annual report, registration statement, report,
proxy statement or information statement prepared by it since December 31, 1998
(the AUDIT DATE), each in the form (including exhibits, annexes and any
amendments thereto) filed with or provided to the COB or the United States
Securities and Exchange Commission (SEC) (collectively, including any such
reports filed subsequent to the date hereof and as amended, the FRENCH REPORTS).
As of their respective dates (or, if amended, as of the date of such amendment),
the French Reports were, and any French Reports filed with the COB or the SEC
subsequent to the date hereof will be, true, complete and correct in all
material respects and comply with applicable legal requirements. Each of the
consolidated balance sheets included in or incorporated by reference into the
French Reports (including the related notes and schedules) fairly presents, or
will fairly present, in all material respects the consolidated financial
position of France and its Subsidiaries as of its date and each of the
consolidated statements of income and of cash flows included in or incorporated
by reference into the French Reports (including any related notes and schedules)
fairly presents, or will fairly present, the results of operations, retained
earnings and cash flows, as the case may be, of France and its Subsidiaries on a
consolidated basis for the periods set forth therein (subject, in the case of
unaudited statements, to notes and normal year-end audit adjustments that will
not be material in amount or effect), in each case in accordance with the
generally accepted accounting principles of France (FRENCH GAAP) or generally
accepted accounting principles of the United States, as applicable, consistently
applied during the periods involved, except as may be noted therein.

3.1.6   ABSENCE OF CERTAIN CHANGES.  Except as fairly disclosed in the French
Reports filed prior to the date of the Initial Combination Agreement and except
as contemplated hereby, since the Audit Date and through the date of the Initial
Combination Agreement, France and its Subsidiaries have conducted their
respective businesses only in, and have not engaged in any material transaction
other than according to, the ordinary course of such businesses and there has
not been (i) any change in the financial condition, properties, business or
results of operations of France and its Subsidiaries or any development or
combination of developments of which the Executive Officers of France have
knowledge that has had or would be, individually or in the aggregate, reasonably
likely to have a France Material Adverse Effect; (ii) any damage, destruction or
other


                                      -8-
<PAGE>   15
casualty loss with respect to the assets or property owned, leased or otherwise
used by France or any of its Subsidiaries, whether or not covered by insurance,
other than any damage, destruction or other casualty loss that would not,
individually or in the aggregate, be reasonably likely to have a France Material
Adverse Effect; (iii) any declaration, setting aside or payment of any dividend
or other distribution in respect of the capital stock of France or its
Subsidiaries, except for dividends or other distributions on its capital stock
publicly announced prior to the date hereof or made by a wholly owned Subsidiary
of France; or (iv) any change by France in accounting principles, practices or
methods.  Since the Audit Date, except as provided for herein or as disclosed in
the French Reports filed prior to the date hereof, there has not been any
increase in the compensation payable or that could become payable by France or
any of its Subsidiaries to officers or key employees or any amendment of any of
the Compensation and Benefit Plans of France other than increases or amendments
in the ordinary course of business consistent with past practice.

As used in this Agreement, the term (i) EXECUTIVE OFFICER means with respect to
France: its Chairman and Chief Executive Officer, Chief Financial Officer, Chief
Legal Officer and Senior Vice President - Corporate Finance and their
successors; Switzerland: its Chief Executive Officer, Chief Legal Officer,
Executive Vice President - Corporate Development and their successors; and
Canada: Chief Executive Officer, Chief Financial Officer, Chief Legal Officer
and its Executive Vice President - Corporate Development and their successors
and (ii) KNOWLEDGE with respect to a particular person shall mean such person's
actual knowledge.

3.1.7   ABSENCE OF UNDISCLOSED LIABILITIES.  Except as disclosed in the French
Reports filed prior to the date of the Initial Combination Agreement, as of the
date hereof there are no obligations or liabilities, including, in respect of
obligations and liabilities disclosed in any French Report, any change in those
obligations or liabilities, whether or not accrued, contingent or otherwise and
whether or not required to be disclosed, including those relating to matters
involving any Environmental Law, or any other facts or circumstances of which
the Executive Officers of France have knowledge that would be reasonably likely
to result in any claims against, or obligations or liabilities of, France or any
of its Subsidiaries, except for those that would not be reasonably likely to
have a France Material Adverse Effect or prevent or materially delay or
materially impair the ability of France to consummate the transactions
contemplated by this Agreement to which it will be a party.

As used in this agreement, (i) the term AFFILIATE means with respect to a
specified person or entity, a person or entity which directly, or indirectly
through one or more intermediaries, controls or is controlled by, or is under
common control with the person or entity specified; (ii) the term ENVIRONMENTAL
LAW means any United States, French, Swiss, Canadian, European Union or other
relevant jurisdiction's statute, law, regulation, order, decree, permit,
authorization, opinion, common law or agency requirement relating to: (A) the
protection, investigation or restoration of the environment, health, safety, or
natural resources, (B) the handling, use, presence, disposal, release or
threatened release of any Hazardous Substance or (C) noise, odor, indoor air,
employee exposure, wetlands, pollution, contamination or any injury or threat of
injury to persons or property relating to any Hazardous Substance; and (iii) the
term HAZARDOUS SUBSTANCE means: (A) any substance that is listed, classified or


                                      -9-
<PAGE>   16
regulated pursuant to any Environmental Law; (B) any petroleum product or
by-product, asbestos-containing material, lead-containing paint or plumbing,
polychlorinated biphenyls, radioactive material or radon; and (C) any other
substance which may be the subject of regulatory action by any Governmental
Entity in connection with any Environmental Law.

3.1.8   COMPLIANCE WITH LAWS; PERMITS.  Except as set forth in the French
Reports filed prior to the date of the Initial Combination Agreement, the
businesses of each of France and its Material Subsidiaries have not been, and
are not being, conducted in violation of any federal, state, local or foreign
law, statute, ordinance, rule, regulation, judgment, order, injunction, decree,
arbitration award, agency requirement, license or permit of any Governmental
Entity (collectively, LAWS), except for violations or possible violations that
would not, individually or in the aggregate, be reasonably likely to have a
France Material Adverse Effect or prevent or materially delay or materially
impair the ability of France to consummate the transactions contemplated by this
Agreement to which it will be a party. Except as set forth in the French
Reports filed prior to the date of the Initial Combination Agreement, no
investigation or review by any Governmental Entity with respect to France or any
of its Subsidiaries is pending or, to the knowledge of the Executive Officers of
France, threatened, nor has any Governmental Entity indicated to France an
intention to conduct the same, except for those the outcome of which would not,
individually or in the aggregate, be reasonably likely to have a France Material
Adverse Effect or prevent or materially delay or materially impair the ability
of France to consummate the transactions contemplated by this Agreement to which
it will be a party. To the knowledge of the Executive Officers of France, no
material change is required in France's or any of its Subsidiaries' processes,
properties or procedures in connection with any such Laws, except those that,
individually or in the aggregate, would not be reasonably likely to have a
France Material Adverse Effect, and, as of the date hereof, France has not
received any notice or communication of any material noncompliance with any such
Laws that has not been cured as of the date hereof. France and its Subsidiaries
each has all permits, licenses, franchises, variances, exemptions, orders and
other governmental authorizations, consents and approvals necessary to conduct
its business as presently conducted except those the absence of which would not,
individually or in the aggregate, be reasonably likely to have a France Material
Adverse Effect or prevent or materially delay or materially impair the ability
of France to consummate the transactions contemplated by this Agreement to which
it will be a party.

3.1.9   TAX MATTERS; ACCOUNTING.  (a) As of the date hereof, neither France nor
any of its Subsidiaries has taken or agreed to take any action, nor do the
Executive Officers of France have any knowledge of any fact or circumstance
relating to France, that would be reasonably likely to prevent the business
combination resulting from the consummation of both of the Exchange Offers from
being accounted for as a "pooling-of-interests" under Canadian GAAP if, in the
absence of such action, such accounting treatment of such business combination
would not have been so prevented.

(b)     As of the date hereof, neither France nor any of its Subsidiaries has
taken or agreed to take any action, nor do the Executive Officers of France have
any knowledge of any fact or circumstance relating to France, that would be
reasonably likely to prevent the Exchange Offers contemplated by this Agreement
from qualifying as tax-free

                                      -10-
<PAGE>   17
transactions to Canada, France, Switzerland and the shareholders of Canada and
to the shareholders of France and Switzerland who are resident for tax purposes
in France, Switzerland and the United States (other than a corporation holding
Swiss Shares with a value in excess of CFH 2 million) to the extent such
shareholders exchange Swiss Shares and French Shares, respectively, for Canada
Common Shares unless, in the absence of such action the Exchange Offers would
have failed to so qualify.

3.1.10  BROKERS AND FINDERS.  Neither France nor any of its officers, directors
or employees has employed any broker or finder or incurred any liability for any
brokerage fees, commissions or finders fees in connection with the Combination
or the other transactions contemplated in this Agreement, except that France has
employed Credit Suisse First Boston Limited and Rothschilds et Cie as its
financial advisors.

3.1.11  The formation and initial public offering of American National Can
Group, Inc. (ANC) has been consummated in accordance with the description set
forth in the registration statement, as declared effective by the SEC, pursuant
to which the common stock of ANC was offered for sale.

3.1.12  KNOWLEDGE OF BREACHES.  France does not have knowledge that any
representation and warranty made by either Canada or Switzerland under this
Article 3 is not true and correct in any material respect.

3.2     REPRESENTATIONS AND WARRANTIES OF SWITZERLAND.  Except as set forth in
the disclosure letter dated the date of the Initial Combination Agreement,
delivered to Canada and France by Switzerland (the SWITZERLAND DISCLOSURE
LETTER), Switzerland hereby represents and warrants to Canada and France that:

3.2.1   ORGANIZATION, GOOD STANDING AND QUALIFICATION.  Each of Switzerland and
its Material Subsidiaries has been duly organized and is validly existing as a
corporation, and to the extent relevant under the applicable corporate law,
under the laws of its respective jurisdiction of organization and has all
requisite corporate or similar power and authority to own and operate its
properties and assets and to carry on its business as presently conducted and is
in good standing as a foreign corporation in each jurisdiction where the
ownership or operation of its properties or conduct of its business requires
such standing, except where the failure to be in good standing would not,
individually or in the aggregate, be reasonably likely to have a Swiss Material
Adverse Effect. Switzerland has made available to Canada and France a complete
and correct copy of Switzerland's articles of association and by-laws, or other
comparable governing instruments each as amended to date. Switzerland's
articles of association, by-laws and other comparable governing instruments as
so made available are in full force and effect.

As used in this Agreement, the term (A) SWISS MATERIAL ADVERSE EFFECT means a
material adverse effect on the financial condition, properties, business or
results of operations of the Switzerland Group except for any such effect
resulting from any change in economic or business conditions generally, or with
respect to the aluminum or packaging industries specifically and (B) SWITZERLAND
GROUP means Switzerland, its Subsidiaries and its interests in associated
entities taken as a whole (the terms "Subsidiary" and Switzerland Group" shall
for purposes of this Agreement exclude any

                                      -11-
<PAGE>   18
of the entities that are intended to be the subject of the Chemicals Division
Demerger (as defined below)).

3.2.2   CAPITAL STRUCTURE.  Switzerland has pursuant to its articles of
association 6,286,126 Swiss Shares which are issued as well as a conditional
capital for a maximum of 551,575 additional shares as of the close of business
on August 6, 1999. As of August 6, 1999, up to a further 325,945 Swiss Shares
would be issued under the conditional capital in connection with the exercise of
conversion or option rights relating to the convertible  bonds of Switzerland
assuming the exercise of such rights. All issued Swiss Shares are validly
issued, fully paid up and outstanding. Each of the outstanding shares of
capital stock or other securities of each of Switzerland's Subsidiaries is duly
authorized, validly issued, fully paid and non-assessable and, except for
directors' qualifying shares, and except as provided in the Swiss Reports filed
prior to the date hereof, is owned by Switzerland or a direct or indirect
wholly-owned Subsidiary of Switzerland, free and clear of any lien, pledge,
security interest, claim or other encumbrance. There are no preemptive or other
outstanding rights, options, warrants, conversion rights, stock appreciation
rights, redemption rights, repurchase rights, agreements, arrangements or
commitments to issue or sell any shares of capital stock or other securities of
Switzerland or any of its Subsidiaries or any securities or obligations
convertible or exchangeable into or exercisable for, or giving any person or
entity a right to subscribe for or acquire, any securities of Switzerland or any
of its Subsidiaries, and no securities or obligations evidencing such rights are
authorized, issued or outstanding. Except for the securities specified above,
Switzerland does not have outstanding any bonds, debentures, notes or other
obligations the holders of which have the right to vote (or convertible into or
exercisable for securities having the right to vote) with the stockholders of
Switzerland on any matter.

3.2.3   AUTHORITY RELATIVE TO THIS AGREEMENT AND APPROVAL.  (A)  Switzerland has
all requisite corporate power and authority and has taken all corporate action
necessary in order to execute, deliver and perform its obligations under this
Agreement. This Agreement is a legal, valid and binding agreement of
Switzerland enforceable against it in accordance with its terms, subject to the
Bankruptcy and Equity Exception.

(B)     The Switzerland Board of Directors has unanimously approved this
Agreement, the Combination and the Swiss Exchange Offer and the other
transactions contemplated hereby to which it would be a party and the
recommendation to its shareholders to accept the Swiss Exchange Offer
(regardless of whether or not the French Exchange Offer is consummated) and to
approve the Chemicals Division Demerger and to adopt a clause in the Articles of
Association of Switzerland whereby the Swiss tender offer rules requiring a
mandatory bid shall not apply to the Swiss Exchange Offer (OPT-OUT).

3.2.4   GOVERNMENTAL FILINGS; NO VIOLATIONS.  (A)  Other than the filings,
approvals and/or notices required to be made (i) under the Antitrust Laws, (ii)
under the Securities Laws, (iii) under any stock exchange rules or regulations
in the United States, Canada, Switzerland, France, the European Union and any
other applicable jurisdiction and (iv) required to comply with statutes of
Switzerland relating to the acquisition of land by foreigners, no notices,
reports or other filings are required to be made by Switzerland with, nor are
any consents, registrations, approvals, permits or authorizations required to be
obtained by Switzerland from any Governmental Entity, in connection with the


                                      -12-
<PAGE>   19
execution and delivery of this Agreement by Switzerland and the consummation by
Switzerland of the Combination, the Swiss Exchange Offer and the other
transactions contemplated hereby to which Switzerland will be a party, except
those that the failure to make or obtain would not, individually or in the
aggregate, be reasonably likely to have a Swiss Material Adverse Effect or
prevent, materially delay or materially impair the ability of Switzerland to
consummate the Combination.

(B)     The execution, delivery and performance of this Agreement by Switzerland
do not, and the consummation by Switzerland of the Combination, the Swiss
Exchange Offer and the other transactions contemplated hereby to which
Switzerland will be a party will not (i) constitute or result in (I) a breach or
violation of, or a default under, the articles of association or by-laws or the
comparable governing instruments of Switzerland or any of its Subsidiaries, (II)
a breach or violation of, or a default under, the acceleration of any
obligations or the creation of a lien, pledge, security interest or other
encumbrance on or rights in respect of the assets of Switzerland or any of its
Subsidiaries (with or without notice, lapse of time or both) pursuant to, any
Contract binding upon Switzerland or any of its Subsidiaries or any Law or
governmental or non-governmental permit or license to which Switzerland or any
of its Subsidiaries is subject or (III) any change in the rights or obligations
of any party under any of the Contracts to which Switzerland or any of its
Subsidiaries is a party, or (ii) require the consent of any counterparty to any
of the Contracts to which Switzerland or any of its Subsidiaries is a party,
except, in the case of sub-clause (II) or (III) of clause (i) above, for any
breach, violation, default, acceleration, creation or change or, in the case of
clause (ii) above any consent, that in each case would not, individually or in
the aggregate, be reasonably likely to have a Swiss Material Adverse Effect or
prevent, materially delay or materially impair the ability of Switzerland to
consummate the transactions contemplated by this Agreement to which it will be
a party.

3.2.5   SWISS REPORTS; FINANCIAL STATEMENTS.  Switzerland has made available to
each of Canada and France each registration statement, proxy statement, annual
report and information statement, and other documents provided by Switzerland to
the Swiss Exchange (SWX) and prepared by it since the Audit Date, each in the
form (including exhibits, annexes and any amendments thereto) provided to the
SWX (collectively, including any such reports provided subsequent to the date
hereof and as amended, the SWISS REPORTS). As of their respective dates, (or,
if amended, as of the date of such amendment) the Swiss Reports were, and any
Swiss Reports provided to the SWX subsequent to the date hereof will be true,
complete and correct in all material respects and comply with applicable legal
requirements. Each of the consolidated balance sheets included in or
incorporated by reference into the Swiss Reports (including the related notes
and schedules) fairly presents, or will fairly present, in all material
respects, the consolidated financial position of Switzerland and its
Subsidiaries as of its date and each of the consolidated statements of income
and of cash flows included in or incorporated by reference into the Switzerland
Reports (including any related notes and schedules) fairly presents, or will
fairly present, the results of operations, retained earnings and cash flows, as
the case may be, of Switzerland and its Subsidiaries on a consolidated basis for
the periods set forth therein (subject, in the case of unaudited statements, to
notes and normal year-end audit adjustments that will not be material in amount
or effect), in each case in accordance with International Accounting Standards
consistently applied during the periods involved, except as may be noted
therein.


                                      -13-

<PAGE>   20
3.2.6   ABSENCE OF CERTAIN CHANGES.  Except as disclosed in the Swiss Reports
provided to the SWX prior to the date of the Initial Combination Agreement and
except as contemplated hereby, since the Audit Date and through the date of the
Initial Combination Agreement, Switzerland and its Subsidiaries have conducted
their respective businesses only in, and have not engaged in any material
transaction other than according to, the ordinary course of such businesses and
there has not been (i) any change in the financial condition, properties,
business or results of operations of Switzerland and its Subsidiaries or any
development or combination of developments of which the Executive Officers of
Switzerland have knowledge that has had or would be, individually or in the
aggregate, reasonably likely to have a Swiss Material Adverse Effect; (ii) any
damage, destruction or other casualty loss with respect to any asset or property
owned, leased or otherwise used by Switzerland or any of its Subsidiaries,
whether or not covered by insurance, other than any damage, destruction or other
casualty loss that would not, individually or in the aggregate, be reasonably
likely to have a Swiss Material Adverse Effect; (iii) any declaration, setting
aside or payment of any dividend or other distribution in respect of the capital
stock of Switzerland, except for dividends or other distributions on its capital
stock publicly announced prior to the date hereof, the Chemicals Division
Demerger and other than dividends and distributions made by a wholly owned
Subsidiary of Switzerland to Switzerland or a company that will be a wholly
owned Subsidiary of Switzerland after the Chemicals Division Demerger; or (iv)
any change by Switzerland in accounting principles, practices or methods. Since
the Audit Date, except as provided for herein or as disclosed in the Swiss
Reports filed prior to the date hereof, there has not been any increase in the
compensation payable or that could become payable by Switzerland or any of its
Subsidiaries to officers or key employees or any amendment of any of the
Compensation and Benefit Plans of Switzerland other than increases or amendments
in the ordinary course of business consistent with past practice.

3.2.7   ABSENCE OF UNDISCLOSED LIABILITIES.  Except as disclosed in the Swiss
Reports provided to the SWX prior to the date of the Initial Combination
Agreement, as of the date hereof there are no obligations or liabilities,
including in respect of obligations and liabilities disclosed in any Swiss
Report, any change in those obligations or liabilities whether or not accrued,
contingent or otherwise and whether or not required to be disclosed, including
those relating to matters involving any Environmental Law, or any other facts or
circumstances of which the Executive Officers of Switzerland have knowledge that
would be reasonably likely to result in any claims against, or obligations or
liabilities of, Switzerland or any of its Subsidiaries, except for those that
would not, individually or in the aggregate, be reasonably likely to have a
Swiss Material Adverse Effect or prevent or materially delay or materially
impair the ability of Switzerland to consummate the transactions contemplated by
this Agreement to which it will be a party.

3.2.8   COMPLIANCE WITH LAWS; PERMITS.  Except as set forth in the Swiss Reports
provided to the SWX prior to the date of the Initial Combination Agreement, the
businesses of each of Switzerland and its Material Subsidiaries have not been,
and are not being, conducted in violation of any Laws, except for violations or
possible violations that would not, individually or in the aggregate, be
reasonably likely to have a Swiss Material Adverse Effect or prevent or
materially delay or materially impair the ability of Switzerland to consummate
the transactions contemplated by this Agreement

                                      -14-


<PAGE>   21
to which it will be a party. Except as set forth in the Swiss Reports provided
to the SWX prior to the date of the Initial Combination Agreement, no
investigation or review by any Governmental Entity with respect to Switzerland
or any of its Subsidiaries is pending or, to the knowledge of the Executive
Officers of Switzerland, threatened, nor has any Governmental Entity indicated
to Switzerland an intention to conduct the same, except for those the outcome of
which would not, individually or in the aggregate, be reasonably likely to have
a Swiss Material Adverse Effect or prevent or materially delay or materially
impair the ability of Switzerland to consummate the transactions contemplated by
this Agreement to which it will be a party. To the knowledge of the Executive
Officers of Switzerland, no material change is required in Switzerland's or any
of its Subsidiaries' processes, properties or procedures in connection with any
such Laws, except those that, individually or in the aggregate, would not be
reasonably likely to have a Swiss Material Adverse Effect, and, as of the date
hereof, Switzerland has not received any notice or communication of any material
noncompliance with any such Laws that has not been cured as of the date hereof.
Switzerland and its Subsidiaries each has all permits, licenses, franchises,
variances, exemptions, orders and other governmental authorizations, consents
and approvals necessary to conduct its business as presently conducted except
those the absence of which would not, individually or in the aggregate, be
reasonably likely to have a Swiss Material Adverse Effect or prevent or
materially delay or materially impair the ability of Switzerland to consummate
the transactions contemplated by this Agreement to which it will be a party.

3.2.9   TAX MATTERS; ACCOUNTING.  (a) As of the date hereof, neither Switzerland
nor any of its Subsidiaries has taken or agreed to take any action, nor do the
Executive Officers of Switzerland have any knowledge of any fact or circumstance
relating to Switzerland, that would be reasonably likely to prevent the business
combination resulting from the consummation of both of the Exchange Offers from
being accounted for as a "pooling-of-interests" under Canadian GAAP if, in the
absence of such action, such accounting treatment of such business combination
would not have been so prevented.

(b)     As of the date hereof, neither Switzerland nor any of its Subsidiaries
has taken or agreed to take any action, nor do the Executive Officers of
Switzerland have any knowledge of any fact or circumstance relating to
Switzerland, that would be reasonably likely to prevent the Exchange Offers
contemplated by this Agreement from qualifying as tax-free transactions to
Canada, France, Switzerland and the shareholders of Canada and to the
shareholders of France or Switzerland who are resident for tax purposes in
France, Switzerland and the United States (other than a corporation holding
Swiss Shares with a value in excess of CHF 2 million) to the extent such
shareholders exchange Swiss Shares and French Shares, respectively, for Canada
Common Shares unless, in the absence of such action, the Exchange Offers would
have failed to so qualify.

3.2.10  BROKERS AND FINDERS.  Neither Switzerland nor any of its officers,
directors or employees has employed any broker or finder or incurred any
liability for any brokerage fees, commissions or finders fees in connection with
the Combination or the other transactions contemplated by this Agreement, except
that Switzerland has employed Goldman Sachs International as its financial
advisors.


                                      -15-
<PAGE>   22
3.2.11  KNOWLEDGE OF BREACHES.  Switzerland does not have knowledge that any
representation and warranty made by either Canada or France under this Article 3
is not true and correct in any material respect.

3.3     REPRESENTATIONS AND WARRANTIES OF CANADA.  Except as set forth in the
disclosure letter dated the date of the Initial Combination Agreement delivered
to France and Switzerland by Canada (the CANADA DISCLOSURE LETTER), Canada
hereby represents and warrants to France and Switzerland that:

3.3.1   ORGANIZATION, GOOD STANDING AND QUALIFICATION.  Each of Canada and its
Subsidiaries has been duly organized and is validly existing as a corporation,
and to the extent relevant under the applicable corporate law, under the laws of
its respective jurisdiction of organization and has all requisite corporate or
similar power and authority to own and operate its properties and assets and to
carry on its business as presently conducted and is in good standing as a
foreign corporation in each jurisdiction where the ownership or operation of its
properties or conduct of its business requires such standing, except where the
failure to be in good standing would not, individually or in the aggregate, be
reasonably likely to have a Canada Material Adverse Effect (as defined below).
Canada has made available to France and Switzerland a complete and correct copy
of Canada's and its Material Subsidiaries' articles of incorporation and
by-laws, or other comparable governing instruments each as amended to date.
Canada's and its Material Subsidiaries' articles of incorporation, by-laws and
other comparable governing instruments as so made available are in full force
and effect.

As used in this Agreement, the term (A) CANADA MATERIAL ADVERSE EFFECT means a
material adverse effect on the financial condition, properties, business or
results of operations of Canada and its Subsidiaries taken as a whole except for
any such effect resulting from any change in economic or business conditions
generally or with respect to the aluminum or packaging industries specifically
and (B) CANADA GROUP means Canada and its Subsidiaries and its interests in
associated entities taken as a whole.

3.3.2   CAPITAL STRUCTURE.  The authorized capital stock of Canada consists of
an unlimited number of Canada Common Shares, an unlimited number of shares of
Preferred Stock, of which 217,647,557 Canada Common Shares, 4,200,000 shares of
Series C Preferred Stock of Canada, 1,500,000 shares of Series C (1985)
Preferred Stock of Canada and 3,000,000 shares of Series E Preferred Stock of
Canada were outstanding as of the close of business on August 6, 1999. All of
the outstanding Canada Common Shares have been duly authorized and are validly
issued, fully paid and nonassessable. Canada has no shares reserved for
issuance, except that, as of August 6, 1999, there were 18,960,088 Canada Common
Shares reserved for issuance pursuant to Canada's Executive Share Option Plan
(the CANADA STOCK PLANS) and 524,934 Canada Common Shares reserved for issuance
pursuant to Canada's dividend reinvestment plan and the Share Purchase Plan of
Canada. Each of the outstanding shares of capital stock or other securities of
each of Canada's Subsidiaries is duly authorized, validly issued, fully paid and
nonassessable and, except for directors' qualifying shares and except as
provided in the Canada Reports filed prior to the date hereof, is owned by
Canada or a direct or indirect wholly-owned Subsidiary of Canada, free and clear
of any lien, pledge, security interest, claim or other encumbrance. Except as
set forth above, there are no preemptive or other outstanding rights, options,
warrants,


                                      -16-
<PAGE>   23
conversion rights, stock appreciation rights, redemption rights, repurchase
rights, agreements, arrangements or commitments to issue or sell any shares of
capital stock or other securities of Canada or any of its Subsidiaries or any
securities or obligations convertible or exchangeable into or exercisable for,
or giving any person or entity a right to subscribe for or acquire, any
securities of Canada or any of its Subsidiaries, and no securities or
obligations evidencing such rights are authorized, issued or outstanding. Canada
does not have outstanding any bonds, debentures, notes or other obligations the
holders of which have the right to vote (or convertible into or exercisable for
securities having the right to vote) with the stockholders of Canada on any
matter.

3.3.3   AUTHORITY RELATIVE TO THIS AGREEMENT AND APPROVAL.  (A) Canada has all
requisite corporate power and authority and has taken all corporate action
necessary in order to execute, deliver and perform its obligations under this
Agreement except for the approval of the issuance of Canada Common Shares to be
issued pursuant to the Exchange Offers by a majority of the votes cast by the
holders of Canada Common Shares (the REQUISITE VOTE) at a duly held meeting of
the stockholders of Canada and except for the approval by two-thirds of the
votes cast by the holders of Canada Common Shares of the exporting of Canada's
incorporation to the extent required pursuant to Schedule 3. This Agreement is
a legal, valid and binding agreement of Canada enforceable against it in
accordance with its terms, subject to the Bankruptcy and Equity Exception.

(B)     The Canada Board of Directors has unanimously approved this Agreement,
the Combination and the Exchange Offers and the other transactions contemplated
hereby to which it will be a party and approved the recommendations to its
shareholders to approve (i) the issuance of Canada Common Shares in connection
with the French Exchange Offer (regardless of whether or not the Swiss Exchange
Offer is consummated), (ii) the issuance of Canada Common Shares in connection
with the Swiss Exchange Offer (regardless of whether or not the French Exchange
Offer is consummated) and (iii) the exporting of Canada's incorporation, if
required.

3.3.4   GOVERNMENTAL FILINGS; NO VIOLATIONS.  (A) Other than the filings,
approvals  and/or notices required to be made (i) under the Antitrust Laws, (ii)
under the Securities Laws, (iii) under any stock exchange rules or regulations
in the United States, Canada, Switzerland, France, the European Union and any
other applicable jurisdiction, (iv) with the French Ministere de l'Economie, des
Finances et de l'Industrie under regulations for foreign investment in France,
and (v) to comply with statutes of Switzerland relating to the acquisition of
land by foreigners, no notices, reports or other filings are required to be made
by Canada with, nor are any consents, registrations, approvals, permits or
authorizations required to be obtained by Canada from, any Governmental Entity
in connection with the execution and delivery of this Agreement by Canada and
the consummation by Canada of the Combination, the Exchange Offers and the other
transactions contemplated hereby, to which Canada will be a party except those
that the failure to make or obtain would not, individually or in the aggregate,
be reasonably likely to have a Canada Material Adverse Effect or prevent,
materially delay or materially impair the ability of Canada to consummate the
Combination.

(B)     The execution, delivery and performance of this Agreement by Canada do
not, and the consummation by Canada of the Combination, the Exchange Offers and
the other

                                      -17-
<PAGE>   24
transactions contemplated hereby to which Canada will be a party will not (i)
constitute or result in (I) a breach or violation of, or a default under the
articles of incorporation or by-laws or the comparable governing instruments of
Canada or any of its Subsidiaries, (II) a breach or violation of, or a default
under, the acceleration of any obligations or the creation of a lien, pledge,
security interest or other encumbrance on or rights in respect of the assets of
Canada or any of its Subsidiaries (with or without notice, lapse of time or
both) pursuant to, any Contract binding upon Canada or any of its Subsidiaries
or any Law or governmental or non-governmental permit or license to which Canada
or any of its Subsidiaries is subject or (III) any change in the rights or
obligations of any party under any of the Contracts to which Canada or any of
its Subsidiaries is a party or (ii) require the consent of any counterparty to
any of the Contracts to which Canada or any of its Subsidiaries is a party,
except, in the case of sub-clause (II) or (III) of clause (i) above, for any
breach, violation, default, acceleration, creation or change or in the case of
clause (ii) above, for any consent that in each case would not, individually or
in the aggregate, be reasonably likely to have a Canada Material Adverse Effect
or prevent, materially delay or materially impair the ability of Canada to
consummate the transactions contemplated hereby to which it will be a party.

3.3.5   CANADA REPORTS; FINANCIAL STATEMENTS.  Canada has made available to each
of France and Switzerland each management information circular, registration
statement, prospectus, report, annual information form, proxy statement or
information statement prepared by it since the Audit Date, each in the form
(including exhibits, annexes and any amendments thereto) filed with the Ontario
Securities Commission (the OSC) and the SEC (collectively, including any such
reports filed subsequent to the date hereof and as amended, the CANADA REPORTS).
As of their respective dates, (or, if amended, as of the date of such amendment)
the Canada Reports were, and any Canada Reports filed with the OSC or the SEC
subsequent to the date hereof will be, true, complete and correct in all
material respects and comply with all applicable legal requirements. Each of
the consolidated balance sheets included in or incorporated by reference into
the Canada Reports (including the related notes and schedules) fairly presents,
or will fairly present, in all material respects, the consolidated financial
position of Canada and its Subsidiaries as of its date and each of the
consolidated statements of income and of cash flows included in or incorporated
by reference into the Canada Reports (including any related notes and schedules)
fairly presents, or will fairly present, the results of operations, retained
earnings and cash flows, as the case may be, of Canada and its Subsidiaries on a
consolidated basis for the periods set forth therein (subject, in the case of
unaudited statements, to notes and normal year-end audit adjustments that will
not be material in amount or effect), in each case in accordance with Canadian
GAAP consistently applied during the periods involved, except as may be noted
therein.

3.3.6   ABSENCE OF CERTAIN CHANGES.  Except as disclosed in the Canada Reports
filed prior to the date of the Initial Combination Agreement and except as
contemplated hereby, since the Audit Date and through the date of the Initial
Combination Agreement, Canada and its Subsidiaries have conducted their
respective businesses only in, and have not engaged in any material transaction
other than according to, the ordinary course of such businesses and there has
not been (i) any change in the financial condition, properties, business or
results of operations of Canada and its Subsidiaries or any development or
combination of developments of which the Executive Officers of Canada have
knowledge that has had or would be, individually or in aggregate,

                                      -18-

<PAGE>   25
reasonably likely to have a Canada Material Adverse Effect; (ii) any damage,
destruction or other casualty loss with respect to any assets or property owned,
leased or otherwise used by Canada or any of its Subsidiaries, whether or not
covered by insurance, other than any damage, destruction or other casualty loss
that would not, individually or in the aggregate, be reasonably likely to have a
Canada Material Adverse Effect; (iii) any declaration, setting aside or payment
of any dividend or other distribution in respect of the capital stock of Canada,
except for dividends or other distributions on its capital stock publicly
announced prior to the date hereof or made by a wholly-owned Subsidiary of
Canada; or (iv) any change by Canada in accounting principles, practices or
methods. Since the Audit Date, except as provided for herein or as disclosed in
the Canada Reports filed prior to the date hereof, there has not been any
increase in the compensation payable or that could become payable by Canada or
any of its Subsidiaries to officers or key employees or any amendment of any of
the Compensation and Benefit Plans of Canada other than increases or amendments
in the ordinary course of business consistent with past practice.

3.3.7   ABSENCE OF UNDISCLOSED LIABILITIES.  Except as disclosed in the Canada
Reports filed prior to the date of the Initial Combination Agreement, as of the
date hereof, there are no obligations or liabilities, including in respect of
obligations and liabilities disclosed in any Canada Report, any change in those
obligations or liabilities whether or not accrued, contingent or otherwise and
whether or not required to be disclosed, including those relating to matters
involving any Environmental Law, or any other facts or circumstances of which
the Executive Officers of Canada have knowledge that would be reasonably likely
to result in any claims against, or obligations or liabilities of, Canada or any
of its Subsidiaries, except for those that would not, individually or in the
aggregate, be reasonably likely to have a Canada Material Adverse Effect or
prevent or materially delay or materially impair the ability of Canada to
consummate the transactions contemplated hereby to which it will be a party.

3.3.8   COMPLIANCE WITH LAWS; PERMITS.  Except as set forth in the Canada
Reports filed prior to the date of the Initial Combination Agreement, the
businesses of each of Canada and its Material Subsidiaries have not been, and
are not being, conducted in violation of any Laws, except for violations or
possible violations that would not, individually or in the aggregate, be
reasonably likely to have a Canada Material Adverse Effect or prevent or
materially delay or materially impair the ability of Canada to consummate the
transactions contemplated hereby to which it will be a party.  Except as set
forth in the Canada Reports filed prior to the date of the Initial Combination
Agreement, no investigation or review by any Governmental Entity with respect to
Canada or any of its Subsidiaries is pending or, to the knowledge of the
Executive Officers of Canada, threatened, nor has any Governmental Entity
indicated an intention to Canada to conduct the same, except for those the
outcome of which would not be reasonably likely to have a Canada Material
Adverse Effect or prevent or materially delay or materially impair the ability
of Canada to consummate the transactions contemplated hereby to which it will be
a party. To the knowledge of the Executive Officers of Canada, no material
change is required in Canada's or any of its Subsidiaries' processes, properties
or procedures in connection with any such Laws, except those that, individually
or in the aggregate, would not reasonably likely to have a Canada Material
Adverse Effect, and, as of the date hereof, Canada has not received any notice
or communication of any material noncompliance with any such Laws that has


                                      -19-


<PAGE>   26
not been cured as of the date hereof. Canada and its Subsidiaries each has all
permits, licenses, franchises, variances, exemptions, orders and other
governmental authorizations, consents and approvals necessary to conduct its
business as presently conducted except those the absence of which would not,
individually or in the aggregate, be reasonably likely to have a Canada Material
Adverse Effect or prevent or materially delay or materially impair the ability
of Canada to consummate the transaction contemplated hereby to which it will be
a party.

3.3.9   TAX MATTERS; ACCOUNTING.  (a)  As of the date hereof, neither Canada nor
any of its Subsidiaries has taken or agreed to take any action, nor do the
Executive Officers of Canada have any knowledge of any fact or circumstance
relating to Canada, that would be reasonably likely to prevent the business
combination resulting from the consummation of both of the Exchange Offers from
being accounted for as a "pooling-of-interests" under Canadian GAAP if, in the
absence of such action, such accounting treatment of such business combination
would not have been so prevented.

(b)     As of the date hereof, neither Canada nor any of its Subsidiaries has
taken or agreed to take any action, nor do the Executive Officers of Canada have
any knowledge of any fact or circumstance relating to Canada that would be
reasonably likely to prevent the Exchange Offers contemplated by this Agreement
from qualifying as tax-free transactions to Canada, France, Switzerland and the
shareholders of Canada and to the shareholders of France and Switzerland who are
residents for tax purposes in France, Switzerland or the United States (other
than a corporation holding Swiss Shares with a value in excess of CFH 2 million)
to the extent such shareholders exchange Swiss Shares and French Shares,
respectively, for Canada Common Shares unless, in the absence of such action,
the Exchange Offers would have failed to so qualify.

3.3.10  BROKERS AND FINDERS.  Neither Canada nor any of its officers, directors
or employees has employed any broker or finder or incurred any liability for any
brokerage fees, commissions or finders fees in connection with the Combination
or the other transactions contemplated in this Agreement, except that Canada has
employed Morgan Stanley Dean Witter as its financial advisors.

3.3.11 KNOWLEDGE OF BREACHES.  Canada does not have knowledge that any
representation and warranty made by either France or Switzerland under this
Article 3 is not true and correct in any material respect.

ARTICLE 4 - COVENANTS OF CANADA, FRANCE AND SWITZERLAND

4.1     COVENANTS BY EACH OF CANADA, FRANCE AND SWITZERLAND TO EACH OF THE
        OTHERS

4.1.1   The covenants provided in Articles 4.1.2, 4.1.3, 4.1.4, 4.1.5, 4.1.6,
4.1.8 and 4.1.9 shall be effective from the date hereof until the date on which,
(i) with respect to the France Group, Canada has taken up and paid for French
Shares tendered under the French Exchange Offer, (ii) with respect to the
Switzerland Group, Canada has taken up and paid for Swiss Shares tendered under
the Swiss Exchange Offer, (iii) with respect to the Canada Group and its
obligations to France, Canada has taken up and paid for French Shares tendered
under the French Exchange Offer; provided that Article 4.1.5 shall continue to
be effective until the persons (or their replacement designees) proposed


                                      -20-


<PAGE>   27
by France to become directors of Canada as specified in Schedule 3 have been
offered the opportunity, and all necessary actions have been taken by Canada to
permit such persons, to become directors of Canada and (iv) with respect to the
Canada Group and its obligations to Switzerland, Canada has taken up and paid
for Swiss Shares tendered under the Swiss Exchange Offer; provided that Article
4.1.5 shall continue to be effective until the persons (or their replacement
designees) proposed by Switzerland to become directors of Canada as specified in
Schedule 3 have been offered the opportunity, and all necessary actions have
been taken by Canada to permit such persons, to become directors of Canada.

4.1.2   Each of Canada, France and Switzerland hereby covenants with the other
Parties that it and its directors, officers, employees, agents and other
representatives will:

(a)     not, directly or indirectly, take any action to solicit, initiate,
assist or encourage enquiries, submissions, proposals or offers from any other
person, entity or group relating to it, and will not participate in any
discussions or negotiations regarding, or furnish to any person, entity or group
any information with respect to, or otherwise cooperate in any way or assist or
participate in, or facilitate or encourage any effort or attempt with respect
to:

        (i)    the direct or indirect acquisition or disposition of all or any
        shares or any other securities of it or its subsidiaries; or

        (ii)   any amalgamation, merger, sale of any substantial part of its or
        any of its subsidiaries' assets, take-over bid, share exchange, plan of
        arrangement, reorganization, joint venture, strategic alliance,
        substantial dividend or distribution out of the ordinary course of
        business, recapitalisation, liquidation or winding-up of, reverse
        take-over or other business combination or similar transaction involving
        it or a substantial part of its assets

(except to the extent it would not be precluded from entering into such a
transaction under the terms of Article 4.1.5 and except for the Chemicals
Division Demerger and except as otherwise specifically contemplated herein).

The foregoing undertaking shall not, however, to the extent required by
applicable laws and regulations (including, without limitation, relevant
fiduciary duties applicable to the Board of Directors), prevent any Party from
entering into discussions with any third party which, not having been
encouraged, enticed or otherwise solicited as aforesaid, makes a written
proposal which constitutes an Alternative Transaction (as defined below).
Notwithstanding the foregoing, no Party will provide information to any third
party about any other Party. Furthermore no Party will provide any information
to any third party about itself unless that third party enters into a
confidentiality and standstill agreement on customary terms which also permits
disclosure to the other Parties concerning the Alternative Transaction. Each of
the Parties agrees that if it has not already done so, it will promptly request
each third party, if any, that has executed a confidentiality agreement within
the 12 months prior to the date hereof with such Party in connection with the
third party's consideration of a proposal which if made would be reasonably
likely to result in an Alternative Transaction to return or destroy all
confidential information furnished to that third party by or on behalf of it or
any of its Subsidiaries.


                                      -21-
<PAGE>   28
(b)     inform the other Parties forthwith upon becoming aware of an Alternative
Transaction or an unsolicited enquiry, submission, offer or proposal (however
made) described in Article 4.1.2(a) above, including the identity of the person
or entity who has made the proposal and, if an advisor, the identity of the
principal and of any action taken by it pursuant to the last paragraph of
Article 4.1.2(a) and continue to keep each Party informed in relation thereto.

As used in this Agreement, ALTERNATIVE TRANSACTION means an offer or a proposal
made to either France, Switzerland or Canada or some or all of such companies,
as the case may be, in writing and duly authorised by the board of directors of
the person or entity making the offer or proposal (i) to acquire by means of
amalgamation, merger, purchase, exchange or otherwise all of the shares or all
or substantially all of the assets of France, Switzerland or Canada, (ii) that
would be a transaction substantially more favorable to the shareholders of such
Party than the Combination, (iii) except in case of a transaction involving all
or substantially all of the assets of a Party, that is available to all holders
of shares in such Party and (iv) that is reasonably likely to be consummated
taking into account all legal, financial and regulatory aspects of the proposal.

4.1.3   Notwithstanding the pre-agreement investigation of any of Canada, France
and Switzerland, (each of which, together with its Subsidiaries shall for the
purposes of this Agreement be referred to as the CORPORATION) conducted by or on
behalf of another Party or the other two Parties, upon reasonable notice, and
except as may otherwise be required by applicable law, each of Canada, France
and Switzerland shall (and shall cause each of its Subsidiaries to) afford the
other Corporations' officers, employees, counsel, accountants and other
authorized representatives (REPRESENTATIVES) reasonable access, during normal
business hours throughout the period prior to the consummation of the
Combination, to its properties, books, contracts and records and, during such
period, each shall furnish promptly to the other Corporation (if requested by
such Corporation) all information concerning its business, properties and
personnel as may reasonably be requested, provided that no investigation
pursuant to this Article 4.1.3 shall affect or be deemed to modify any
representations and warranties made by any Corporation, and provided, further,
that the foregoing shall not require any Corporation to permit any inspection,
or to disclose any information, that in the reasonable judgment of such
Corporation, would result in the disclosure of any trade secrets of third
parties or violate any of its obligations with respect to confidentiality if
such Corporation shall have used commercially reasonable efforts to obtain the
consent of such third party to such inspection or disclosure and that the
foregoing shall not require the Corporation to violate any attorney-client
privilege or violate any law relating to antitrust or the regulation of markets
generally. All requests for information made pursuant to this Article 4.1.3
shall be directed to an Executive Officer of the Corporation, or such person as
may be designated by any of the Executive Officers, as the case may be. All
such information shall be governed by the terms of the Confidentiality
Agreement.

4.1.4   Each of France, Switzerland and Canada shall notify forthwith both other
Parties upon its Executive Officers becoming aware of any material breach of the
representations and warranties given by it, and of any circumstance reasonably
likely to result in the representations and warranties not being true and
accurate in all material respects if repeated at any time during the currency of
this Agreement (by reference to the facts and circumstances at that time),
including reasonable details of the breach or

                                      -22-

<PAGE>   29
circumstance and, if remediable, the means and time frame for anticipated remedy
and the applicable Corporation agrees to, if remediable, use commercially
reasonable efforts to remediate.

4.1.5   Except if specifically contemplated herein (including, without
limitation, taking actions permitted under Article 4.1.2) or in the France
Disclosure Letter, the Switzerland Disclosure Letter or the Canada Disclosure
Letter, respectively, each Party agrees that it will not take any action, or
refrain from taking any action, in the operation of its business that is
reasonably likely to be inconsistent with the economic or business fundamentals
of either of the Exchange Offers or materially hinder the consummation of either
of the Exchange Offers. In furtherance thereof, France, Canada and Switzerland
respectively agree (as to it and its Subsidiaries) that it shall not without the
written consent of the other Parties (such consent not to be unreasonably
withheld or delayed):

        (a)    issue any shares or capital stock (or rights to acquire shares of
        capital stock) except pursuant to obligations in effect on the date of
        the Initial Combination Agreement, or pursuant to existing employee
        stock option or stock purchase plans in amounts and to the extent
        consistent with past practice;

        (b)    repurchase or redeem any shares or capital stock or permit its
        Subsidiaries (other than wholly-owned subsidiaries) to repurchase or
        redeem any shares or capital stock (or rights to acquire shares or
        capital stock), except that each Party  may repurchase, redeem or
        acquire shares in it in connection with its employee stock plans in
        amounts and to the extent consistent with past practice;

        (c)    make any declaration, set aside a payment of, or pay any dividend
        or other distribution in respect of its capital stock or the capital
        stock of its Subsidiaries except (i) in the case of France, the
        declaration and the payment in cash by France (I) to the holders of
        French Shares of a dividend in an amount not exceeding the regular
        annual dividend, consistent with past practice (the amount of such
        dividend including the "precompte" tax and any other tax payable by
        France under French law in relation thereto being the INITIAL DIVIDEND
        AMOUNT) and (II) subject to the consummation of the French Exchange
        Offer and prior to the settlement and delivery of Canada Common Shares
        to be delivered pursuant to the French Exchange Offer, to the holders of
        France Shares of a dividend in an aggregate amount (this amount
        including the "precompte" tax or any other tax payable by France under
        French tax law in connection with such dividend) in respect of all the
        French Shares not exceeding the amount by which US$549,000,000 exceeds
        the Initial Dividend Amount, (ii) in the case of Canada, normal
        quarterly dividends consistent with past practice and (iii) dividends by
        a wholly owned Subsidiary of a Party to another wholly owned Subsidiary
        of that Party (provided in the case of Switzerland such other wholly
        owned Subsidiary will be a wholly owned Subsidiary of Switzerland after
        the Chemicals Division Demerger), or by a wholly owned Subsidiary of a
        Party to that Party;

        (d)    amend or change its articles of association, bylaws or other
        comparable governing instruments;

                                      -23-
<PAGE>   30
        (e)    make or commit for any capital expenditures exceeding an
        aggregate of US$ 100 million, in the case of the Canada Group,
        US$50 million, in the case of the France Group, and US$50 million, in
        the case of the Switzerland; except in all cases for capital
        expenditures in amounts not exceeding those provided in the existing
        group budgets for 1999 and 2000, as applicable, specifically disclosed
        to the other Parties prior to the date of the Initial Combination
        Agreement;

        (f)    make any investments in assets (other than equipment, inventories
        and goods in the ordinary course of business) or shares exceeding an
        aggregate of US$500 million, in the case of the Canada Group,
        US$250 million, in the case of the France Group and US$250 million in
        the case of the Switzerland Group; provided, that prior to making any
        investment in an aggregate amount in excess of US$100 million, in the
        case of the Canada Group and US$50 million in the case of each of the
        France Group and the Switzerland Group, it shall notify the other
        Parties of such investments;

        (g)    divest or sell any assets (other than equipment, inventories and
        goods in the ordinary course of business) or any shares, or rights to
        acquire any shares, in a Subsidiary or associated entity with a fair
        market value exceeding an aggregate of US$75 million, in the case of
        the Canada Group, US$50 million, in the case of the France Group, and
        US$50 million, in the case of the Switzerland Group; provided, that the
        Chemicals Division Demerger shall not be included in calculating such
        amount for the Switzerland Group;

        (h)    make any material tax election or permit any of its Subsidiaries
        to do so; or

        (i)    take any action, or permit any of its Subsidiaries to take any
        action, that would make any representation or warranty hereunder untrue
        in any material respect;

4.1.5.1 Each of France, Canada and Switzerland respectively represents and
warrants that since the date of the Initial Combination Agreement and through
the date hereof neither it nor its Subsidiaries has taken any action (or failed
to take any action) that would have caused it to violate the provisions of
Article 4.1.5 if such Article had been in effect at such time.

4.1.5.2 Each of France, Canada and Switzerland agree that for purposes of
calculating the amounts set forth in subarticles (e), (f) and (g) of Article
4.1.5 all transactions between the date of the Initial Combination Agreement and
the date hereof shall be taken into account.

4.1.6   Each of France, Canada and Switzerland agrees that it shall and shall
cause its Subsidiaries to co-operate with the other Parties and use commercially
reasonable efforts to take, or cause to be taken, all actions required in
connection with (i) the timely production and approval of documentation to be
used in accordance with effecting the Combination, (ii) the making and obtaining
of any governmental or regulatory filings or applications or consents required
to achieve satisfaction as soon as practicable of each of the conditions set out
in Schedule 2, (iii) the listing of the Canada Common Shares to be issued under
each of the Exchange Offers on the New York Stock Exchange, The Toronto Stock
Exchange, SBF, SWX and the London Stock Exchange, (iv) the making


                                      -24-
<PAGE>   31
and conduct of the Exchange Offers, and (v) the consummation of each of the
Exchange Offers, including approvals of anti-trust authorities, third parties,
securities and stock exchange authorities and the Applicable Takeover
Authorities; such actions to include also provision of information and,
confirming accuracy and completeness of information provided by it; the public
acceptance of responsibility for information about each Party by the directors
of that Party and the provision of reports and comfort letters and opinions from
the investment bank, auditors and legal advisers of each Party (where required
in connection with an Exchange Offer, registration, listing or shareholder
solicitation document) and in connection therewith:

        (a)    Canada, France and Switzerland each agree, as to itself and its
        Subsidiaries, that all of the information supplied or to be supplied by
        it or its Subsidiaries for inclusion or incorporation by reference in
        each document to be used for the purposes of either of the Exchange
        Offers or for the purpose of seeking the approval of the shareholders of
        Canada to the issue of the New Canada Shares, including, without
        limitation, the Canadian take-over bid circular, Proxy Statement, S-4
        Registration Statement, Schedule 14D-1, note d'information, the COB
        Filing, the CMF Filing, the Joint Prospectus for the French Exchange
        Offer, the TOB Filing and the prospectus for the Swiss Exchange Offer,
        as of the date such documents are first mailed to shareholders or
        declared effective or published, as applicable, will be true, correct
        and complete in all material respects, and will not contain any untrue
        statement of a material fact or omit to state any material fact required
        to be stated therein or necessary in order to make the statements
        therein, in light of the circumstances under which they were made, not
        misleading;

        (b)    Canada, France and Switzerland each shall, upon request by any of
        the others, furnish the requesting Party with all information concerning
        itself, its Subsidiaries, directors, officers and stockholders and such
        other matters as may be reasonably necessary or advisable in connection
        with each document to be used for the purposes of either of the Exchange
        Offers or for the purpose of seeking the approval of the shareholders of
        Canada to the issue of the New Canada Shares, including, without
        limitation, the Proxy Statement, Canadian take-over bid circular, the
        S-4 Registration Statement, the CMF Filing, the COB Filing, the note
        d'information, the Joint Prospectus for the French Exchange Offer, the
        TOB Filing, the Schedule 14D-1 and the prospectus for the Swiss Exchange
        Offer or any other statement, filing, notice or application made by or
        on behalf of Canada, France or Switzerland or any of their respective
        Subsidiaries to any third party and/or any Governmental Entity in
        connection with the Combination or either of the Exchange Offers or any
        other transaction contemplated by this Agreement; and

        (c)    Canada, France and Switzerland each shall keep the others
        apprised of the status of matters relating to completion of the
        Combination and each of the Exchange Offers, including promptly
        furnishing the others with copies of notices or other communications
        received by or on behalf of France, Switzerland or Canada, as the case
        may be, or any of its Subsidiaries, from any third party and/or any
        Governmental Entity with respect to the Combination and either of the
        Exchange Offers or any other transaction contemplated by this Agreement.


                                      -25-
<PAGE>   32
As used in this Agreement, APPLICABLE TAKEOVER AUTHORITY means, with respect to
Switzerland, the relevant regulatory or stock exchange authorities in
Switzerland regulating offers made for shares in public companies and, with
respect to France, the relevant regulatory or stock exchange authorities in
France and the relevant United States regulatory authority regulating offers
made for shares in public companies.

4.1.7   Each of Canada, France and Switzerland agrees that neither it nor any of
its Subsidiaries shall take or cause to be taken any action, whether before or
after the consummation of either of the Exchange Offers, (a) that would prevent
the business combination resulting from the consummation of both of the Exchange
Offers from being accounted for as a "pooling of interests" under Canadian GAAP
or (b) that would cause either of the Exchange Offers to fail to constitute a
"tax-free" exchange of shares to the shareholders in France, Switzerland, and
the United States, who are resident in those countries for tax purposes (other
than a corporation holding Swiss shares with value in excess of CHF 2 million);
provided that no Party shall be deemed to have breached the provisions of this
Article 4.1.7 (a) unless, in the absence of such action, the Combination would
have been so prevented or an Exchange Offer would have so failed or (b) by
reason of taking any action in furtherance of the transactions contemplated
hereby.

4.1.8   Each Party agrees that except with the written consent of each of the
other Parties (which consent shall not be withheld or delayed unreasonably) or
except as required by applicable law or regulation, no Party shall make any
announcement in any jurisdiction in any manner whatsoever with regard to the
Combination or either of the Exchange Offers unless the information announced
was previously disclosed in a substantially similar manner in a disclosure
document filed by one of the Parties with respect to the transactions
contemplated hereby.

4.1.9   Each of Canada, France and Switzerland agrees that it shall (i) provide
promptly to any and all federal, state, local or foreign court or Government
Entity with jurisdiction over enforcement of any applicable Antitrust Laws
(GOVERNMENT ANTITRUST ENTITY) information and documents requested by any
Government Antitrust Entity, which it is entitled to request under applicable
law, or necessary, proper or advisable to permit consummation of each Exchange
Offer and the Combination and the other transactions contemplated by this
Agreement and shall use commercially reasonable efforts to obtain the consent or
approval of any Government Antitrust Entity thereto and (ii) take promptly, in
the event that any permanent or preliminary injunction or other order is entered
or becomes reasonably foreseeable to be entered in any proceeding that would
make consummation of either of the Exchange Offers or the Combination in
accordance with the terms of this Agreement unlawful or that would prevent or
delay consummation of the Combination or the other transactions contemplated by
this Agreement, commercially reasonable steps (including the appeal thereof or
the posting of a bond) to vacate, modify or suspend such injunction or order so
as to permit such consummation as expeditiously as possible.  Any undertakings
required to be given to secure any such regulatory consents or approvals or
necessary in connection with clause (ii) of the preceding sentence shall be on a
basis that is acceptable to each of the Parties, acting reasonably, and shall be
consistent with the best commercial interests of all of the Parties, taken as a
whole.

                                      -26-


<PAGE>   33
4.1.10  Canada covenants and agrees that the Proxy Statement shall provide the
shareholders of Canada with the ability to separately approve the issuance of
Canada Common Shares to be issued in the Swiss Exchange Offer and the issuance
of Canada Common Shares to be issued in the French Exchange Offer.

ADDITIONAL COVENANTS BY FRANCE TO EACH OF THE OTHER PARTIES

4.2     France hereby covenants to Canada and Switzerland:

4.2.1   to use its commercially reasonable efforts to assist Canada and
Switzerland to complete the Combination (including the making of the Exchange
Offers and the acceptance of the French Exchange Offer by holders of French
Shares) and to achieve timely satisfaction of each of the conditions set out in
Part B of Schedule 2, including co-operating with Canada and Switzerland in
making all requisite regulatory filings, and giving evidence in relation
thereto, in providing information and in obtaining third party consents as
necessary;

4.2.2   to provide, from time to time as Canada may reasonably request, a list
indicating the aggregate issued share capital in France and changes to it from
the immediately preceding list and of each registered holder of French Shares
and of each registered holder of rights to acquire French Shares together with
such other information relating to the identity of the holders of French Shares
as it may have;

4.2.3   to use its commercially reasonable efforts to (i) (I) enable outstanding
rights, other than employee options, to acquire French Shares granted by France
to be exercised prior to consummation of the French Exchange Offer so that those
French Shares can be tendered under the French Exchange Offer or to cause the
holders of such rights to accept Canada Common Shares in place of French Shares,
(II) permit the exchange, through acceptance of the French Exchange Offer, of
all French Shares held by employees of France through FCPE for Canada Common
Shares (or, if the French Exchange Offer is consummated, rights to acquire
Canada Common Shares using the same ratio as that on which French Ordinary
Shares are acquired under the French Exchange Offer for a reasonable period of
time following the expiry of the period of tax restriction that presently
applies and encourage such exchange) and, (ii) to encourage holders of options
to acquire French Shares granted by France to employees of France and its
Subsidiaries to accept the offer to be made by Canada pursuant to Article 4.4.7;
and

4.2.4   not to, and to procure that Pechiney Nederland N.V. does not, dispose of
any of the 982,669 French Shares held by Pechiney Nederland N.V. and not to, and
to procure that Pechiney Nederland N.V. does not, accept the French Exchange
Offer in respect of such French Shares.

ADDITIONAL COVENANTS BY SWITZERLAND TO EACH OF THE OTHER PARTIES

4.3     Switzerland hereby covenants to France and Canada:

4.3.1   that subject to obtaining all necessary regulatory approvals/clearances
and the approval of the holders of Swiss Shares, Switzerland shall cause its
(i) fine chemicals and specialities and (ii) its intermediaries and additives
divisions as well as its energy

                                      -27-

<PAGE>   34
business to be extracted from the Switzerland Group in accordance with the terms
and conditions and with the effect described in Schedule 4 hereto (the CHEMICALS
DIVISION DEMERGER) and that the Chemicals Division Demerger shall have occurred
so as to obtain the benefit of the Swiss Tax Ruling (as defined in Schedule 4);

4.3.2   to (i) convene a shareholders meeting as soon as practicable, for the
purpose of voting upon the approval of the Chemicals Division Demerger and (ii)
to the extent permissible under applicable law, to recommend that shareholders
approve the Chemicals Division Demerger;

4.3.3   to use its commercially reasonable efforts to assist Canada and France
to complete successfully the Combination (including the making of the Exchange
Offers and their acceptance by shareholders of France and Switzerland) and to
achieve timely satisfaction of each of the conditions set out in Schedule 2 and
of the conditions which will form part of the Swiss Exchange Offer, including
co-operating with Canada and France in making all requisite regulatory filings,
and giving evidence in relation thereto, providing information and in obtaining
third party consents as necessary;

4.3.4   to provide, from time to time as Canada may reasonably request, a list
indicating the aggregate issued share capital in Switzerland and changes to it
from the immediately preceding list and of each registered holder of Swiss
Shares and of each registered holder of rights to be issued Swiss Shares
together with such other information relating to the identity of its
shareholders that it may have;

4.3.5   to use its commercially reasonable efforts to enable rights, other than
employee options, to acquire Swiss Shares granted by Switzerland to be exercised
prior to the consummation of the Swiss Exchange Offer so that the Swiss Shares
can be tendered under the Swiss Exchange Offer or to cause the holders of such
shares to accept Canada Common Shares in place of Swiss Shares and to use
commercially reasonable efforts to permit the exchange of all outstanding rights
to acquire Swiss Shares granted by Switzerland for Canada Common Shares (or
rights to acquire Canada Common shares) on terms that provide the holder with
equivalent economic benefits;

4.3.6   if necessary, as soon as reasonably practicable after the date hereof,
convene and hold a meeting of shareholders of Switzerland for the purpose of
presenting to the shareholders of Switzerland a proposal, and, subject to
applicable law, the positive recommendation of the Board of Directors of
Switzerland to adopt a clause in the Articles of Association of Switzerland
whereby the Swiss tender offer rules requiring a mandatory bid shall not apply
to the Swiss Exchange Offer;

4.3.7   to use its commercially reasonable efforts to obtain on terms
satisfactory to it all consents and authorizations necessary to complete the
Chemicals Division Demerger; and

4.3.8   that it will not permit any adjustment to the conversion terms of the
two convertible issues referred to in the Swiss Disclosure Letter to occur by
reason of the completion of the Chemical Division Demerger such that more than
6,641,796 Swiss Shares will be outstanding assuming full conversion of such
convertibles provided that if the number of Swiss Shares outstanding would
exceed such amount, the exchange


                                      -28-
<PAGE>   35
ratio for the Swiss Exchange Offer will be adjusted in Canada's favor to take
account of such excess.

ADDITIONAL COVENANTS BY CANADA TO EACH OF THE OTHER PARTIES

4.4     Canada hereby covenants with France and Switzerland:

4.4.1   to use its best efforts to procure that the Canada Common Shares to be
issued pursuant to the Exchange Offers are listed on the New York Stock
Exchange, The Toronto Stock Exchange, the SWX, the SBF and the London Stock
Exchange at the time of expiration of the conditions to the consummation of the
applicable Exchange Offer, subject to official notice of issuance and freely
transferable through the facilities of such exchanges under applicable law
except by a holder of a sufficient number of shares to affect materially the
control of Canada;

4.4.2   to duly convene a meeting of holders of Canada Common Shares (the
STOCKHOLDERS MEETING) as promptly as practicable (but in no event later than
22 November 1999) to consider and vote upon the approval of the issuance of
Canada Common Shares pursuant to each of the French Exchange Offer and the Swiss
Exchange Offer;

4.4.3   to promptly prepare with the full participation and cooperation of
France and Switzerland and as soon as practicable after the date hereof, mail to
its shareholders a form of proxy together with a management information circular
(which shall include the positive recommendation of the Board of Directors of
Canada required hereby) for use in connection with obtaining such approval (the
PROXY STATEMENT). Canada shall, on the date the Proxy Statement is first mailed
to its shareholders, file the Proxy Statement with all applicable Canadian
securities authorities;

4.4.4   to use its commercially reasonable efforts to assist the other Parties
to complete the Combination (including the making of the Exchange Offers and
their acceptance by shareholders of France and Switzerland) and to achieve
timely satisfaction of each of the conditions set out in Schedule 2 and of the
conditions which will form part of the Exchange Offers, including co-operating
with the other Parties in making all requisite regulatory filings, and giving
evidence in relation thereto, providing information and in obtaining third party
consents as necessary;

4.4.5   to use commercially reasonable efforts to permit the exchange, through
acceptance of the French Exchange Offer, of all of the French Shares held by
France Group employees through FCPE for Canada Common Shares (or, if the French
Exchange Offer is consummated, rights to acquire Canada Common Shares using the
same ratio as that on which French Ordinary Shares are acquired under the French
Exchange Offer for a reasonable period of time following the expiry of the
period of tax restriction that presently applies);

4.4.6   to seek any relief necessary from the SEC to permit the France Exchange
Offer to be conducted in the United States on a basis consistent with the
conduct of the French Exchange Offer in France;


                                      -29-
<PAGE>   36
4.4.7   prior to the expiration of the French Exchange Offer to offer (such
offer to be subject only to the conditions that the French Exchange Offer shall
have become unconditional and shall have been consummated) to  each employee or
former employee of France and its Subsidiaries holding options to purchase
French Shares, to exchange, if such employee exercises any of such options at
any time, for each French Share issued to such employee pursuant to each such
option exercised, forthwith after its issue, Canada Common Shares using the same
ratio as that on which Ordinary Shares are acquired under the French Exchange
Offer. The foregoing offer of this right will comply with all applicable laws,
be open for acceptance for a period of approximately 25 trading days, will be on
detailed terms to be established at the time, will state that Canada may not be
prepared to exchange French Shares acquired pursuant to the options for Canada
Common Shares except pursuant to this right, will contain an authority/attorney
in favour of Canada or one of its officers to effect such exchange on the
applicable employee's behalf and will contain appropriate provisions for
adjustment of the foregoing exchange ratio to prevent dilution; and

4.4.8   to use commercially reasonable efforts while regularly reporting to and
consulting with France and Switzerland to, as promptly as practicable, obtain
private legislation in order to cause all requirements under the Canada Business
Corporations Act with respect to "resident Canadians" on Canada's Board of
Directors to be declared inoperative or otherwise altered so that those
requirements do not apply to Canada.

ARTICLE 5 - INTENTIONALLY OMITTED

ARTICLE 6 - CORPORATE GOVERNANCE AND DIRECTORS AND OFFICERS INDEMNIFICATION.

6.1     CORPORATE GOVERNANCE

The Parties will take all actions that may be required to give effect to the
matters set forth in Schedule 3, upon consummation of each of the Exchange
Offers.

6.2     INDEMNIFICATION; DIRECTORS' AND OFFICERS' INSURANCE

6.2.1   From and after the consummation of the Swiss Exchange Offer, with
respect to the directors and officers of Switzerland and its Subsidiaries, and
from and after the consummation of the French Exchange Offer, with respect to
the directors and officers of France and its Subsidiaries, Canada agrees that it
will indemnify and hold harmless each present and former director and officer of
Switzerland and France and their respective Subsidiaries (the INDEMNIFIED
PARTIES), against any costs or expenses (including reasonable attorneys' fees),
judgments, fines, losses, claims, damages or liabilities (collectively, COSTS)
incurred in connection with any claim, action, suit, proceeding or
investigation, whether civil, criminal, administrative or investigative, arising
out of or pertaining to matters existing or occurring at or prior to the
consummation of the relevant Exchange Offer, whether asserted or claimed prior
to, at or after such consummation, to the fullest extent permitted by applicable
law (and Canada shall also advance expenses as incurred).  If such indemnity is
not available with respect to any Indemnified Party, then Canada and the
Indemnified Party shall contribute to the amount


                                      -30-


<PAGE>   37
payable in such proportion as is appropriate to reflect relative faults and
benefits (treating Canada in such case as if it were Switzerland or France).

6.2.2   Canada shall maintain each of France's and Switzerland's existing
officers' and directors' liability insurance (each being D&O INSURANCE) for a
period of six years after the consummation of the France Exchange Offer or the
Swiss Exchange Offer, as the case may be; provided, however, that if the
existing D&O Insurance expires, is terminated or canceled by the carrier during
such six-year period, Canada will use its commercially reasonable efforts to
obtain as much D&O Insurance as can be obtained for the remainder of such
period.

6.2.3   The provisions of Articles 6.2.1 and 6.2.2 are intended to be for the
benefit of, and shall be enforceable by, each of the Indemnified Parties, their
heirs and their representatives and each of France and Switzerland is executing
this Agreement as trustee for the benefit of the Indemnified Parties and their
heirs and their representatives.

6.3     After the persons proposed by Switzerland, as specified on Schedule 3
shall have become directors of Canada, Switzerland shall use reasonable
commercial efforts to procure, and procure that the Board of Directors of
Switzerland shall, subject to their fiduciary duties under applicable law,
cooperate with the making of changes to the composition of the Board of
Directors of Switzerland including, without limitation, promptly convening a
meeting of the shareholders of Switzerland to vote on resolutions to appoint and
remove directors of Switzerland.

ARTICLE 7 - TERMINATION FEES

7.1     PAYMENTS BY FRANCE

If (x) this Agreement is terminated with respect to France (a)  by France
pursuant to Article 8.3.1(d) or (b) by Canada pursuant to Article 8.2.2(d) or
(y) following the commencement of the French Exchange Offer Period, the Board of
Directors of France as permitted by Article 1.2.1(v), withdraws or adversely
modifies its recommendation that holders of French Shares tender their French
Shares in the French Exchange Offer or recommends an Alternative Transaction to
its shareholders, then France shall, prior to or concurrently with a termination
referred to in Article 7.1(x)(a), within two days following a termination
referred to in Article 7.1(x)(b) and within two days following taking the action
referred to in Article 7.1(y), pay the Fee, in each such case to be divided
equally between Canada and Switzerland, unless the Agreement shall have
previously been terminated with respect to Switzerland, without obligation to
make payment of any portion of the Fee, in which case Canada shall receive 100%
of the Fee.

7.2     PAYMENTS BY SWITZERLAND

If (x) this Agreement is terminated with respect to Switzerland (a) by Canada
pursuant to Article 8.2.1(d) or (b) by Switzerland pursuant to Article 8.4.1(d)
or (y) following the commencement of the Swiss Exchange Offer, the Board of
Directors of Switzerland (I) as permitted by Article 1.3.1(iv) withdraws or
adversely modifies its recommendation that shareholders of Switzerland tender
their Swiss Shares in the Swiss Exchange Offer or (II) recommends an Alternative
Transaction to its shareholders, then Switzerland


                                      -31-
<PAGE>   38
shall, prior to or concurrently with a termination referred to in
Article 7.2(x)(b), within two days following a termination referred to in
Article 7.2(x)(a) and within two days following taking the action referred to in
Article 7.2(y), pay the Fee, in each such case, to be divided equally between
Canada and France, unless the Agreement shall have previously been terminated
with respect to France, without obligation to make payment of any portion of the
Fee, in which case, Canada shall receive 100% of the Fee.

7.3     PAYMENTS BY CANADA

If (x) this Agreement is terminated (a) by Canada pursuant to Article 8.2.3, (b)
by France pursuant to Article 8.3.1(e) or (c) by Switzerland pursuant to Article
8.4.1(e) or (y) following the commencement of the Swiss Exchange Offer or the
French Exchange Offer Period, the Board of Directors of Canada as permitted by
Article 1.4.3 withdraws or adversely modifies its recommendation that
shareholders of Canada approve the issue of Canada Common Shares in connection
with each of the Swiss Exchange Offer and the French Exchange Offer, then Canada
shall, prior to or concurrently with a termination referred to in Article
7.3(a), within two days following a termination referred to in Articles 7.3(b)
and (c) and within two days following taking the action referred to in Article
7.3(y), pay the Fee, in each such case, to be divided equally between
Switzerland and France, unless the Agreement shall have previously been
terminated with respect to (i) France, without obligation to make payment of any
portion of the Fee, in which case Switzerland shall receive 100% of the Fee or
(ii) Switzerland, without obligation to make payment of any portion of the Fee,
in which case France shall receive 100% of the Fee.

7.4     FEE

The aggregate fee payable hereunder by any Party shall be US$150,000,000 (the
FEE) until such time as this Agreement has been terminated with respect to one
Party in which case the Fee shall be US$100,000,000 except with respect to any
prior obligation, or obligation resulting from such termination, to pay the Fee
and none of Canada, France or Switzerland shall be liable to pay more than that
amount under this Article 7.

ARTICLE 8 - TERMINATION

8.1     TERMINATION BY CANADA, FRANCE AND SWITZERLAND

This Agreement may be terminated with respect to (i) Switzerland, whether before
or after the commencement of the Swiss Exchange Offer, to the extent permitted
under applicable law or stock exchange rule by the mutual written consent of
each of Switzerland and Canada by action of their respective Boards of Directors
or (ii) France, whether before or after commencement of the French Exchange
Offer, to the extent permitted under applicable law or stock exchange rule by
the mutual written consent of France and Canada by action of their respective
Boards of Directors.

8.2     TERMINATION BY CANADA

8.2.1   Canada may terminate this Agreement, with respect to Switzerland, by
written notice to the other Parties if prior to the commencement of the Swiss
Exchange Offer:


                                      -32-


<PAGE>   39
        (a)   any of the conditions set out in Part A of Schedule 2 has become
        incapable of satisfaction (including as a result of Canada's
        unwillingness to waive satisfaction of such condition where its consent
        to waiver is required); provided, that Canada shall have provided
        written notice of its intention to terminate pursuant to this Article
        8.2.1(a) to the other Parties at least 10 days prior to termination (and
        in its notice of termination Canada shall specify the condition
        concerned); and, provided, further, that a condition waivable only by
        Switzerland shall not be deemed incapable of satisfaction for purposes
        of this Article 8.2.1(a);

        (b)   Switzerland is in material breach of any of its material
        obligations set forth in this Agreement that is not curable or, if
        curable, is not cured within 30 days after written notice of such breach
        is given by Canada to France and Switzerland;

        (c)   the Swiss Exchange Offer shall not have been commenced by Canada
        by June 30, 2000;

        (d)   the Board of Directors of Switzerland shall have withdrawn or
        adversely modified its recommendation that shareholders of Switzerland
        tender their Swiss Shares in the Swiss Exchange Offer other than
        pursuant to Article 1.3.1 (i), (ii) or (iii) or shall have recommended
        an Alternative Transaction to its shareholders; or

        (e)   a Switzerland Material Adverse Effect shall have occurred after
        the date of this Agreement.

8.2.2   Canada shall be entitled to terminate the provisions of this Agreement
with respect to France by written notice to the other Parties if, prior to the
commencement of the French Exchange Offer Period:

        (a)   any of the conditions set out in Part B of Schedule 2 has become
        incapable of satisfaction (including as a result of Canada's
        unwillingness to waive satisfaction of such condition where its consent
        to waiver is required); provided, that Canada shall have provided the
        written notice of its intention to terminate pursuant to this Article
        8.2.2(a) to the other Parties at least 10 days prior to termination (and
        in its notice of termination Canada shall specify the condition
        concerned); and, provided, further, that a condition waivable only by
        France shall not be deemed incapable of satisfaction for purposes of
        this Article 8.2.2(a);

        (b)   France is in material breach of any of its material obligations
        set forth in this Agreement that is not curable or, if curable, is not
        cured within 30 days after written notice of such breach is given by
        Canada to France and Switzerland;

        (c)   the French Exchange Offer Period shall not have commenced by
        June 30, 2000;

        (d)   the Board of Directors of France shall have withdrawn or
        adversely modified its recommendation that shareholders of France tender
        their French


                                      -33-




<PAGE>   40
        Shares in the French Exchange Offer other than pursuant to Article 1.2.1
        (i), (ii), (iii) or (iv) or shall have recommended an Alternative
        Transaction to its shareholders; or

        (e)   a France Material Adverse Effect shall have occurred after the
        date of this Agreement.

8.2.3   Canada shall be entitled to terminate this Agreement by written notice
to the other Parties if, prior to the commencement of the later to be commenced
of the Exchange Offers, Canada shall have provided written notice to the other
Parties of its intention to enter into an agreement providing for an Alternative
Transaction or its Board of Directors' shall have resolved to recommend an
Alternative Transaction; provided, that Canada shall not be entitled to
terminate this Agreement pursuant to this Article 8.2.3 if it is in breach of
Article 4.1.2; provided, further, that this Article 8.2.3 shall be effective
only with respect to the provisions of this Agreement relating to France if the
Swiss Exchange Offer shall have been commenced prior to the time of a
termination pursuant to this Article 8.2.3 and, provided, further, that this
Article 8.2.3 shall be effective only with respect to the provisions of this
Agreement relating to Switzerland if the French Exchange Offer Period shall have
been commenced prior to the time of a termination pursuant to this Article
8.2.3.

8.2.4   Canada shall not be entitled to exercise any of its termination rights
under Article 8.2.1 or 8.2.2 if at the time it seeks to exercise such rights it
is in material breach hereunder.  Notwithstanding any such breach, Canada shall
be permitted to exercise its termination right specified in Article 8.2.2(c).

8.3     TERMINATION BY FRANCE

8.3.1   France shall be entitled to terminate the provisions of this Agreement
with respect to itself, by written notice to the other Parties, if prior to the
commencement of the French Exchange Offer Period:

        (a)   any of the conditions set out in Part B of Schedule 2 has become
        incapable of satisfaction (including as a result of France's
        unwillingness to waive satisfaction of such condition where its consent
        to waiver is required) (and in its notice of termination France shall
        specify the condition concerned); provided, that France shall have
        provided the written notice to the other Parties of its intention to
        terminate pursuant to this Article 8.3.1(a) at least 10 days prior to
        termination; and, provided, further, that a condition waivable only by
        Canada shall not be deemed incapable of satisfaction for purpose of this
        Article 8.3.1(a);

        (b)   Canada is in material breach of any of its material obligations
        set forth in this Agreement that is not curable or, if curable, is not
        cured within 30 days after written notice of such breach is given by
        France to Canada and Switzerland;

        (c)   the French Exchange Offer Period shall not have commenced by
        June 30, 2000;

        (d)   France shall have provided written notice to the other Parties of
        its intention to enter into an agreement providing for an Alternative
        Transaction or


                                      -34-


<PAGE>   41
       its Board of Directors shall have resolved to recommend an Alternative
       Transaction; provided, that France shall not be permitted to terminate
       this Agreement pursuant to this Article 8.3.1(d) if it is in breach of
       Article 4.1.2;

       (e)    the Board of Directors of Canada shall have withdrawn or adversely
       modified its recommendation that the shareholders of Canada approve the
       issuance of Canada Common Shares pursuant to this Agreement for purposes
       of the French Exchange Offer other than pursuant to Article 1.4.1 or
       Canada shall have recommended an Alternative Transaction to its
       shareholders;

       (f)    a Canada Material Adverse Effect shall have occurred after the
       date of the Agreement; or;

       (g)    the Board of Directors of Canada shall have withdrawn or adversely
       modified its recommendation that the shareholders of Canada approve the
       exporting of Canada's incorporation as contemplated in Schedule 3.

8.3.2  Provided that Canada has not taken all necessary actions to permit the
persons proposed by France, specified on Schedule 3 to become directors of
Canada, prior to the consummation of the Swiss Exchange Offer, France shall be
entitled to terminate the provisions of this Agreement with respect to
Switzerland, by written notice to the other Parties if, prior to the
commencement of the Swiss Exchange Offer any of the conditions set forth in Part
A of Schedule 2 has become incapable of satisfaction (including as a result of
France's unwillingness to waive satisfaction of such condition where its consent
to waiver is required) provided, that France shall have provided the written
notice of its intention to terminate pursuant to this Article 8.3.2 to the other
Parties at least 10 days prior to termination (and in its notice of termination
France shall specify the condition concerned); and, provided, further, that a
condition waivable only by Switzerland or Canada (or both) shall not be deemed
incapable of satisfaction for purposes of this Article 8.3.2.

8.3.3  France shall not be entitled to exercise any of its termination rights
under this Article 8.3 if at the time it seeks to exercise such rights it is in
material breach hereunder.  Notwithstanding any such breach, France shall be
entitled to exercise its termination right pursuant to Article 8.3.1(d), except
as otherwise provided in Article 8.3.1(d), and its termination right pursuant to
Article 8.3.1(c).

8.4    TERMINATION BY SWITZERLAND

8.4.1  Switzerland shall be entitled to terminate this Agreement, with respect
to itself, by written notice to the other Parties, if prior to the commencement
of the Swiss Exchange Offer:

       (a)    any of the conditions set out in Part A of Schedule 2 has become
       incapable of satisfaction (including as a result of Switzerland's
       unwillingness to waive satisfaction of such condition where its consent
       to waiver is required); provided, that Switzerland shall have provided
       the written notice to the other Parties of its intention to terminate
       pursuant to this Article 8.4.1(a) at least 10 days prior to termination
       (and in its notice of termination Switzerland shall specify the condition
       concerned); and, provided, further, that a condition


                                      -35-
<PAGE>   42
        waivable only by Canada shall not be deemed incapable of satisfaction
        for purposes of this Article 8.4.1(a);

        (b)    Canada is in material breach of any of its material obligations
        set forth in this Agreement that is not curable or, if curable, is not
        cured within 30 days after written notice of such breach is given by
        Switzerland to Canada and France;

        (c)    the Swiss Exchange Offer shall not have been commenced by Canada
        by June 30, 2000;

        (d)    Switzerland shall have provided written notice to the other
        Parties of its intention to enter into an agreement providing for an
        Alternative Transaction or its Board of Directors shall have resolved to
        recommend an Alternative Transaction; provided, that Switzerland shall
        not be permitted to terminate this Agreement pursuant to this Article
        8.4.1(d) if it is in breach of Article 4.1.2;

        (e)    the Board of Directors of Canada shall have withdrawn or
        adversely modified its recommendation that the shareholders of Canada
        approve the issuance of Canada Common Shares pursuant to this Agreement
        for purposes of the Swiss Exchange Offer other than pursuant to Article
        1.4.2 or Canada shall have recommended an Alternative Transaction to its
        shareholders;

        (f)    a Canada Material Adverse Effect shall have occurred after the
        date of this Agreement; or

        (g)    the Board of Directors of Canada shall have withdrawn or
        adversely modified its recommendation that the shareholders of Canada
        approve the exporting of Canada's incorporation as contemplated by
        Schedule 3.

8.4.2   Provided that Canada has not taken all necessary actions to permit the
persons proposed by Switzerland and specified on Schedule 3 to become Directors
of Canada, prior to the commencement of the French Exchange Offer Period,
Switzerland shall be entitled to terminate the provisions of this Agreement with
respect to France by written notice to the other Parties if, prior to the
commencement of the French Exchange Offer Period any of the conditions set forth
in Part B of Schedule 2 has become incapable of satisfaction (including as a
result of Switzerland's unwillingness to waive satisfaction of such condition
where its consent to waiver is required); provided, that Switzerland shall have
provided the written notice to the other Parties of its intention to terminate
pursuant to this Article 8.4.2 at least 10 days prior to termination (and in its
notice of termination Switzerland shall specify the condition concerned); and,
provided, further, that a condition waivable only by Canada or France (or both)
shall not be deemed incapable of satisfaction for purposes of this
Article 8.4.2.

8.4.3   Switzerland shall not be entitled to exercise any of its termination
rights under this Article 8.4 if at the time it seeks to exercise such rights it
is in material breach hereunder.  Notwithstanding any such breach, Switzerland
shall be entitled to exercise its termination right pursuant to
Article 8.4.1(d), except as otherwise provided in Article 8.4.1(d), and its
termination right pursuant to Article 8.4.1(c).


                                      -36-
<PAGE>   43

8.5     TERMINATION WITHOUT NOTICE

8.5.1   The provisions of this Agreement with respect to Switzerland shall
terminate automatically, if (i) the Swiss Exchange Offer shall have expired
without the purchase of Swiss Shares thereunder following any required or
permitted extensions of the Swiss Exchange Offer or (ii) prior to the
commencement of the Swiss Exchange Offer the shareholders of Canada shall have
failed to approve the issuance of Canada Common Shares pursuant to the Swiss
Exchange Offer by the Requisite Vote at a meeting duly held for that purpose.

8.5.2   The provisions of this Agreement with respect to France shall terminate
automatically, if (i) the French Exchange Offer shall have expired without the
purchase of French Shares thereunder following any required or permitted
extensions of the French Exchange Offer or (ii) prior to the commencement of the
French Exchange Offer the shareholders of Canada shall have failed to approve
the issuance of Canada Common Shares pursuant to the French Exchange Offer by
the Requisite Vote at a meeting duly held for that purpose.

8.6     EFFECT OF TERMINATION PROVISIONS

8.6.1   If this Agreement is terminated under this Article 8 solely with respect
to France then (except in relation to obligations under the Surviving
Provisions, which shall survive termination) this Agreement shall terminate and
be of no further force or effect as between (i) Canada and Switzerland on the
one hand and (ii) France on the other hand, and Canada and Switzerland, on the
one hand, shall have no further obligations to France on the other and France
shall have no further rights or obligations hereunder in each case other than
with respect to breaches by any Party prior to such termination.  As between
Canada and Switzerland, this Agreement, after such termination, shall continue
as an agreement between the two of them pursuant to which Canada agreed to make
the Swiss Exchange Offer and this Agreement shall be construed and take effect
as if France had never been a party to this Agreement and Canada had never been
obligated to make the French Exchange Offer.

8.6.2   If this Agreement is terminated under this Article 8 solely with respect
to Switzerland then (except in relation to obligations under the Surviving
Provisions, which shall survive termination) this Agreement shall terminate and
be of no further force or effect as between (i) Canada and France on the one
hand and (ii) Switzerland on the other hand, and Canada and France, on the one
hand, shall have no further obligations to Switzerland on the other and
Switzerland shall have no further rights or obligations hereunder in each case
other than with respect to breaches by any Party prior to such termination.  As
between Canada and France, this Agreement, after such termination, shall
continue as an agreement between the two of them pursuant to which Canada agreed
to make the French Exchange Offer, and this Agreement shall be construed and
take effect as if Switzerland had never been a party to this Agreement and
Canada had never been obligated to make the Swiss Exchange Offer.

8.7     In the event this Agreement is terminated with respect to all of the
Parties under this Article 8, then this Agreement (except in relation to
obligations under the Surviving Provisions, which shall survive termination)
shall become void and of no effect.


                                      -37-
<PAGE>   44
8.8     Termination hereunder shall not relieve any Party from liability arising
under this Agreement prior to termination and shall not affect the other Party's
right subsequently to claim damages or other compensation under applicable law
for any such breach arising before termination, including under Article 7.

8.9     In this Agreement the SURVIVING PROVISIONS means Article 7, the
provisions of the Confidentiality Agreement, Article 9, Article 8.8 and Article
8.9, which shall all survive termination.

ARTICLE 9 - GENERAL

9.1     SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS.  The
representations and warranties shall not, in the case of France, survive the
consummation of the French Exchange Offer and, in the case of Switzerland, the
consummation of the Swiss Exchange Offer.  The representations and warranties
shall not, in the case of Canada, with respect to France, survive the
consummation of the French Exchange Offer and, with respect to Switzerland,
survive the consummation of the Swiss Exchange Offer.  No investigations made by
or on behalf of any Party hereunder or any of their authorized agents at any
time shall have the effect of waiving, diminishing the scope of or otherwise
affecting any representation or warranty or covenant made by the Corporation in
or pursuant to this Agreement, provided that no Party may rely on any
representation or warranty which it knew was untrue at the time it was given.
The covenants made hereunder shall survive in accordance with the terms of this
Agreement.

9.2     ASSIGNMENT.  This Agreement shall not be assignable by any Party hereto
without the consent of the other Parties by operation of law or otherwise.

9.3     TIMING.  Time shall be of the essence in this Agreement.

9.4     NO PARTNERSHIP OR AGENCY.  Nothing in this Agreement (or any of the
arrangements contemplated by it) shall be deemed to constitute a partnership
between the Parties nor, save as may be expressly set out in it, constitute any
Party the agent of another Party for any purpose.

9.5     GOVERNING LAW.  This Agreement shall be governed by and construed in
accordance with the laws of England without regard to its conflict of laws
principles.

9.6     SETTLEMENT OF DISPUTES.  Any dispute arising out of or in connection
with this Agreement shall be subject to the jurisdiction of the English courts,
to which each Party hereby submits for such purpose, and each will, if
necessary, appoint an agent for service of process in England.

9.7     ENTIRE AGREEMENT.  This Agreement, the France Disclosure Letter, the
Switzerland Disclosure Letter and the Canada Disclosure Letter, the letter from
Canada to Switzerland dated the date of the Initial Combination Agreement, the
Schedules hereto, the letter delivered by Canada to Switzerland and France dated
August 11, 1999, together with the confidentiality agreement dated June 21, 1999
between Canada, Switzerland and France (the CONFIDENTIALITY AGREEMENT),
constitute the entire agreement and understanding between and among the Parties
hereto with respect to the subject matter hereof and supersedes any prior
agreement (including the MOU and the


                                      -38-
<PAGE>   45
Initial Combination Agreement), representation or understanding with respect
thereto other than any rights arising from any breaches of the Initial
Combination Agreement dated August 11, 1999 between Canada and Switzerland. Each
party hereto agrees that, except for representations and warranties expressly
contained in this Agreement (including the Schedules hereto), none of Canada,
France and Switzerland makes any other representations or warranties, and each
hereby disclaims any other representations or warranties made by itself or any
of its officers, directors, employees, agents, financial and legal advisors or
other representatives, with respect to the execution and delivery of this
Agreement, notwithstanding the delivery or disclosure to the other or the
other's representatives of any documentation or other information with respect
to any one or more of the foregoing.

9.8     SPECIFIC PERFORMANCE AND OTHER EQUITABLE RIGHTS.  Each of the Parties
recognises and acknowledges that this Agreement is an integral part of the
Exchange Offers, that Canada would not make the Exchange Offers, and that the
other Parties would not agree to facilitate the Exchange Offers, unless this
Agreement was executed, and accordingly acknowledges and agrees that a breach by
a Party of any warranties, covenants or other commitments contained in this
Agreement will cause any of the other Parties to sustain injury for which it
would not have an adequate remedy at law for money damages.  Therefore, each of
the Parties agrees that in the event of any such breach, the aggrieved Party
shall be entitled to the remedy of specific performance of such covenants or
commitments and preliminary and permanent injunctive and other equitable relief
in addition to any other remedy to which it may be entitled, at law or in
equity, and the Parties further agree to waive, to the extent permitted by
applicable law any requirement for the securing or posting of any bond or giving
an undertaking in damages in connection with the obtaining of any such
injunctive or other equitable relief.

9.9     INFORMATION.  Notwithstanding anything to the contrary herein including,
without limitation, the obligations of cooperation and participation undertaken
by the Parties in respect of the Exchange Offers, each Party shall be
responsible for the accuracy and completeness, to relevant prospectus standards,
only of the information with respect to it specifically agreed by it in writing
to be included in specific documents in the context of the Exchange Offers
(including the documents to be sent to shareholders of Canada in connection with
the issuance of Canada Common Shares pursuant to the Exchange Offers), and, in
relation to the pro forma presentation of information in connection with the
Exchange Offers, including the documents to be sent to shareholders of Canada in
connection with the issuance of Canada Common Shares pursuant to the Exchange
Offers, of all information and disclosure about and provided by it which
underlies that pro forma presentation.  The Parties also will be jointly
responsible for the accuracy and completeness of information and disclosure
about the Combination (including information regarding the adjustments
underlying the pro forma presentation as well as the pro forma results of such
adjustments); provided, that with respect to information and disclosure that
relates solely to a transaction between either Canada and Switzerland or Canada
and France, only those Parties to which such information and disclosure relates
shall be jointly responsible for the accuracy and completeness of such
information and disclosure.  A statement to the foregoing effect shall be
included in all relevant disclosure documents.


                                      -39-
<PAGE>   46
9.10    NOTICES. Any notice, request, consent, agreement or approval which may
or is required to be given pursuant to this Agreement shall be in writing and
shall be sufficiently given or made if delivered (by mail or by facsimile), in
the case of:

                                  Switzerland

               Feldeggstrasse 4,
               PO Box
               CH 8034 Zurich.
               Attention:  Chief Legal Officer
               fax:  (   )  +411 386-2273
               (with a copy to Scott D. Miller
               Sullivan & Cromwell,
               St. Olave's House
               9a Ironmonger Lane
               London, England
               EC2V 8EY
               fax: +44171 710 6565)

                                     France

               Pechiney,
               7, place du Chancelier Adenauer,
               75116 Paris, France
               Attention:  Antoine Bied-Charreton
               fax:  +33 (0)1 56 28 33 06
               (with a copy to Didier Martin
               Bredin Prat et Associes
               130, rue du Faubourg Saint-Honore
               75008 Paris, France
               fax:  +33 (0)1 42 89 10 73)

                                     Canada

               Alcan Aluminium Limited,
               1188 Sherbrooke Street West,
               Montreal, Quebec
               H3A 3G2, Canada
               Attention:  David McAusland, Chief Legal Officer
               fax:  (514) 848-1341
               (with a copy to Gavin Darlington
               Freshfields
               69 Boulevard Haussmann
               Paris, France 75008
               Fax:  +33 (0)1 4456 4400)

or to such other address or facsimile number as the relevant Party may from time
to time advise by notice in writing given pursuant to this Article.  The date of
receipt of any such notice, request, consent, agreement or approval shall be
deemed to be the date of delivery or telecopy (if during normal business hours
or, if not, the next business day).

                                     -40-

<PAGE>   47
9.11    EXPENSES.  Each of the Parties shall pay its legal, financial advisory
and accounting costs and expenses incurred in connection with the preparation,
execution and delivery of this Agreement and all documents and instruments
executed, prepared or filed pursuant hereto or any other costs and expenses
whatsoever and howsoever incurred.

9.12    COUNTERPARTS.  This Agreement may be executed in one or more
counterparts which together shall be deemed to constitute one valid and binding
agreement and delivery of the counterparts may be effected by means of a
telecopied transmission.

9.13    AMENDMENTS.  This Agreement may not be modified, amended, altered or
supplemented except upon the execution and delivery of a written agreement
executed by all of the Parties hereto.

9.14    SEVERABILITY.  If any provision of this Agreement is held to be invalid
or unenforceable, then such provision shall (so far as it is invalid or
unenforceable) be given no effect and shall be deemed not to be included in this
Agreement but without invalidating any of the remaining provisions of this
Agreement.  The parties shall then use all commercially reasonable efforts to
replace the invalid or unenforceable provisions by a valid and enforceable
substitute provision the effect of which is as close as possible to the intended
effect of the invalid or unenforceable provision.


                                      -41-
<PAGE>   48

     IN WITNESS WHEREOF, the undersigned have each executed and delivered this
agreement as of the date first above written.


ALCAN ALUMINIUM LIMITED


By: /s/ Jacques Bougie
    ----------------------

PECHINEY


By: /s/ Jean-Pierre Rodier
    ----------------------

ALUSUISSE LONZA GROUP AG


By: /s/ Sergio Marchionne
    ----------------------
<PAGE>   49
                                   SCHEDULE 1

                      DETAILS OF THE SWISS EXCHANGE OFFER

Offeror:                       Canada, following satisfaction or due waiver of
                               the conditions to the commencement of the Swiss
                               Exchange Offer.

Shares to be offered for:      all of the Swiss shares with all rights attached
                               thereto except rights arising from the Chemicals
                               Division Demerger.

Jurisdictions in which the     Switzerland and such further jurisdictions as are
Offer will be made:            agreed to by Canada and Switzerland (such
                               agreement not to be unreasonably withheld or the
                               delayed).

Offer Consideration:           Canada Common Shares at the rate of 20.6291
                               Canada Common Shares for each Swiss Share (the
                               CANADA SWISS OFFER SHARES).

Fractions:                     Fractions of Canada Common Shares will not be
                               issued. Instead, Canada will make arrangements
                               on reasonable terms for Canada Common Shares
                               representing fractional entitlements to be
                               aggregated and sold on the market and the net
                               proceeds of sale (converted at the spot rate of
                               exchange into Swiss francs) to be distributed
                               amongst the persons entitled thereto or such
                               other procedure agreed to by Switzerland and
                               Canada to equitably compensate holders of Swiss
                               Shares for fractional share interests in Canada
                               Common Shares.

Offer Conditions:              The Swiss Exchange Offer shall become
                               unconditional if at the end of the Swiss Exchange
                               Offer Acceptance Period the following conditions
                               shall have been satisfied or duly waived:

                               (i) the approval, at a general shareholders'
                               meeting of Canada, of the issue of Canada Common
                               Shares to be issued as consideration pursuant to
                               the Swiss Exchange Offer (which condition may be
                               waived by Canada, without prejudice to any other
                               rights Switzerland may have hereunder);

                               (ii) at the end of the applicable Swiss Exchange
                               Offer Acceptance Period, Canada having received
                               valid acceptances (which have not been withdrawn)
                               in respect of more than 67 per cent of the total
                               number of Swiss Shares calculated on a fully
                               diluted basis as of the end of such Swiss
                               Exchange Offer Acceptance Period (the SWISS
                               MINIMUM CONDITION);

                               (iii) the Chemicals Division Demerger having been
                               completed;


                                      1-1
<PAGE>   50
                         (iv) The European Commission having adopted a decision
                         under Articles 6(1)(b) or 8(2) of Council Regulation No
                         4064/89/EEC clearing the Swiss Exchange Offer (the
                         SWISS EC CLEARANCE); and

                         (v) The Swiss Competition Commission having adopted a
                         decision clearing the Swiss Exchange Offer, if and to
                         the extent required.

Swiss Exchange Offer     Excluding the initial period of 10 trading days when
Acceptance Period:       shares cannot be tendered in relation to which a waiver
                         will be sought:

                         (i) the Swiss Exchange Offer will be open for
                         acceptance for 20 trading days. Canada shall have the
                         right to extend the Swiss Exchange Offer on one or more
                         occasions for a total duration of 40 trading days and
                         shall be obliged to so extend upon the request of
                         Switzerland; and

                         (ii) there will be no further extension of the period
                         during which the Swiss Exchange Offer is open for
                         acceptance unless it is required by the Applicable
                         Takeover Authority, including to permit satisfaction of
                         conditions (the SWISS EXCHANGE OFFER ACCEPTANCE
                         PERIOD).

Swiss Exchange Offer     the Swiss Exchange Offer Acceptance Period plus:
Period:

                         (i) whatever time is required thereafter to establish
                         that all the conditions to the Swiss Exchange Offer
                         have been satisfied, or that the Swiss Exchange Offer
                         has failed; and

                         (ii) if all the conditions to the Swiss Exchange Offer
                         are satisfied so that it becomes unconditional, a
                         further period of 10 trading days to permit additional
                         acceptances only.

Announcement of          As soon as practicable after the end of the Swiss
acceptance level:        Exchange Offer Acceptance Period in accordance with
                         Swiss regulations.

Amendment or waiver:     (a) Without the prior written consent of Switzerland,
                         Canada shall not decrease the Canada Swiss Offer Shares
                         or make any other change in the terms or conditions of
                         the Swiss Exchange Offers adverse to the holders of
                         Swiss Shares, except to implement the provisions set
                         forth below under the caption, "Adjustments to Prevent
                         Dilution".


                                      1-2
<PAGE>   51
                         (b) Without the prior written consent of Switzerland,
                         Canada shall not decrease the number of Swiss Shares
                         being sought in the Swiss Exchange Offer, change the
                         form of consideration proposed to be paid in the Swiss
                         Exchange Offer or change the Swiss Minimum Condition.

                         (c) Without the prior written consent of Switzerland
                         any waiver or purported waiver by Canada of the Swiss
                         Minimum Condition shall not be deemed effective.

Adjustments to Prevent   In the event that (A) Switzerland changes the number of
Dilution:                (i) Swiss Shares or (ii) securities convertible or
                         exchangeable into or exercisable for Swiss Shares, or
                         (B) Canada changes the number of (i) Canada Common
                         Shares or (ii) securities convertible or exchangeable
                         into or exercisable for Canada Common Shares, issued
                         and outstanding prior to the time at which the exchange
                         of Canada Common Shares for Swiss Shares occurs as a
                         result of a reclassification, stock split (including a
                         reverse split), stock dividend or distribution,
                         recapitalization, merger, subdivision, issuer tender or
                         exchange offer, or other similar transaction, the
                         Canada Swiss Offer Shares shall be equitably adjusted;
                         but for the avoidance of doubt no such adjustment shall
                         be required as a result of the Chemicals Division
                         Demerger.

Governing law of         Swiss law for governance of the conduct of the Swiss
Swiss Exchange Offer:    Exchange Offer in Switzerland and other laws as
                         appropriate for other jurisdictions.

                                      1-3

<PAGE>   52

                      DETAILS OF THE FRENCH EXCHANGE OFFER

Offeror:                              Canada, following satisfaction or due
                                      waiver of the conditions to the
                                      commencement of the French Exchange Offer
                                      Period.

Shares to be offered for:             all of the French Shares, with all rights
                                      attached thereto, other than rights
                                      relating to the dividend contemplated in
                                      Article 4.1.5(c)(i)(II).

Jurisdiction in which the Offer       The United States and France and such
will be made:                         further jurisdictions as are agreed to by
                                      France and Canada (such agreement shall
                                      not be unreasonably withheld or delayed).

Offer consideration:                  Canada Common Shares at the rate of (i)
                                      1.7816 Canada Common Shares for each
                                      French Ordinary Share, (ii) 1.9598 Canada
                                      Common Shares for each French Preferred
                                      Share and (iii) 0.8908 of a Canada Common
                                      Share for each ADR (the CANADA FRENCH
                                      OFFER SHARES).

Fractions:                            Fractions of Canada Common Shares will
                                      not be issued. Instead, Canada will make
                                      arrangements on reasonable terms for
                                      Canada Common Shares representing
                                      fractional entitlements to be aggregated
                                      and sold on the market and the net
                                      proceeds of sale (converted at the spot
                                      rate of exchange into French francs) to
                                      be distributed amongst the persons
                                      entitled thereto.

Offer condition:                      At the end of the French Exchange Offer
                                      acceptance period, Canada having received
                                      valid acceptances (which have not been
                                      withdrawn) in respect of French Shares
                                      which carry more than 67% of the total
                                      voting rights calculated on a fully
                                      diluted basis at the end of the French
                                      Exchange Offer Acceptance Period (the
                                      FRENCH MINIMUM CONDITION). This condition
                                      may be waived only upon agreement of
                                      France and Canada.

French Exchange Offer                 The normal period for a public offer in
Acceptance Period:                    France (25 trading days) during which
                                      acceptance may be made, subject to:

                                      (i) any extension of such period
                                      permitted by the Applicable Takeover
                                      Authority and agreed by Canada and
                                      France; and

                                      (ii) any extension of such
                                      period required by the Applicable
                                      Takeover Authority.

                                      1-4
<PAGE>   53

French Exchange Offer Period:         the period commencing with the filing of
                                      the formal French Exchange Offer
                                      documentation with the Applicable
                                      Takeover Authorities followed by the
                                      French Exchange Offer Acceptance Period
                                      (the FRENCH EXCHANGE OFFER PERIOD) then
                                      followed by such period as is required to
                                      establish that the condition to the
                                      French Exchange Offer has been satisfied
                                      or that the French Exchange Offer has
                                      failed.

Right of Withdrawal                   minimum required by applicable law.
of acceptances:


Announcement of acceptance            as soon as possible after the end of the
level:                                French Exchange Offer Acceptance Period.

Amendment, Waiver:                    (a) Without the prior written consent of
                                      France, Canada shall not decrease the
                                      Canada French Offer Shares or make any
                                      other change in the terms or conditions
                                      of the French Exchange Offer which is
                                      adverse to the holders of French Shares,
                                      except to implement the provisions below
                                      under the caption "Adjustments to Prevent
                                      Dilution".

                                      (b) Without the prior written consent of
                                      France, Canada shall not decrease the
                                      number of French Shares being sought in
                                      the French Exchange Offer, change the form
                                      of consideration proposed to be paid in
                                      the French Exchange Offer or change the
                                      French Minimum Condition.

                                      (c) Without the prior written consent of
                                      France, any waiver or purported waiver by
                                      Canada of the French Minimum Condition
                                      shall not be deemed effective.

                                      (d) Canada shall be entitled, during the
                                      French Exchange Offer Period and in
                                      accordance with and subject to the
                                      provisions of the second paragraph of
                                      Article 5-2-9 of the General Regulation of
                                      the CMF, to withdraw the French Exchange
                                      Offer if France takes immediate and
                                      definitive steps that would result in "a
                                      modification of sa consistence" for the
                                      purposes of that Article to alter its
                                      substance and which would also constitute
                                      a breach of Article 4.1.5 of this
                                      Agreement.

Adjustments to Prevent Dilution:      In the event that (A) France changes the
                                      number of (i) French Shares or (ii)
                                      securities convertible or exchangeable
                                      into or exercisable for French Shares, or
                                      (B) Canada changes the number of (i)
                                      Canada Common Shares or (ii) securities
                                      convertible or exchangeable into or
                                      exercisable for Canada Common Shares,
                                      issued and outstanding prior to the time
                                      at which the exchange of Canada Common
                                      Shares for French Shares occurs as a
                                      result of a


                                      1-5
<PAGE>   54
                                      reclassification, stock split (including a
                                      reverse split), stock dividend or
                                      distribution, re-capitalisation, merger,
                                      subdivision, issuer tender or exchange
                                      offer, or other similar transaction, the
                                      Canada French Offer Shares shall be
                                      equitably adjusted.

Governing law for French              French law for governance of the conduct
Exchange Offer:                       of the French Exchange Offer in France and
                                      other laws as appropriate for other
                                      jurisdictions.

                                      1-6

<PAGE>   55

                                   SCHEDULE 2

                                     PART A

CONDITIONS TO BE SATISFIED OR WAIVED BEFORE THE MAKING OF THE SWISS EXCHANGE
OFFER

1.   The Canada Common Shares issuable to the shareholders of Switzerland
     pursuant to the Combination shall have been authorized for listing on the
     New York Stock Exchange and The Toronto Stock Exchange upon official notice
     of issuance, PROVIDED, HOWEVER, that this condition may be waived only by
     Switzerland.

2.   The representations and warranties of Canada set forth in this Agreement
     shall be true and correct in all material respects as if made on and as of
     the date on which the last of the conditions set forth in paragraphs 2, 9
     and 10 of this Part A of Schedule 2 shall be satisfied or waived (the SWISS
     OFFER CONDITION SATISFACTION DATE) (except to the extent any such
     representation or warranty is expressly made as of an earlier date, in
     which case it need be true and correct only as of such date); PROVIDED,
     HOWEVER, that this condition may be waived only by Switzerland.

3.   The representations and warranties of Switzerland set forth in this
     Agreement shall be true and correct in all material respects as if made on
     and as of the Swiss Offer Condition Satisfaction Date (except to the extent
     any such representation or warranty is expressly made as of an earlier
     date, in which case it shall need be true and correct only as of such
     date); PROVIDED, HOWEVER, that this condition may be waived only by Canada.

4.   Canada shall have performed in all material respects all obligations that
     are required to be performed by it under this Agreement prior to the
     commencement of the Swiss Exchange Offer; PROVIDED, HOWEVER, that this
     condition may be waived only by Switzerland.

5.   Switzerland shall have performed in all material respects all obligations
     that are required to be performed by it under this Agreement prior to the
     commencement of the Swiss Exchange Offer; PROVIDED, HOWEVER, that this
     condition may be waived only by Canada.

6.   There shall have occurred no Canada Material Adverse Effect since the date
     of the Agreement; PROVIDED, HOWEVER, that this condition may be waived only
     by Switzerland.

7.   There shall have occurred no Swiss Material Adverse Effect since the date
     of the Agreement; PROVIDED, HOWEVER, that this condition may be waived only
     by Canada.

8.   No court or Governmental Entity of competent jurisdiction shall have
     enacted, issued, promulgated, enforced or entered any statute, law,
     ordinance, rule,


                                      2-1
<PAGE>   56
     regulation, judgment, decree, injunction or other order (whether temporary,
     preliminary or permanent) that is in effect and restrains, enjoins or
     otherwise prohibits consummation of the Swiss Exchange Offer or the
     Combination; PROVIDED; that this condition may be waived only by agreement
     of both Canada and Switzerland.

9.   The waiting period applicable to the consummation of the Swiss Exchange
     Offer under the HSR Act and the Competition Canada Act shall have expired
     or been earlier terminated and all notices, reports and other filings
     required to be made prior to the acquisition by Canada of Swiss Shares
     under the terms of the Swiss Exchange Offer, by Switzerland and Canada or
     any of their respective Subsidiaries with, and all consents, registrations,
     approvals, permits and authorizations required to be obtained prior to the
     acquisition by Canada of Swiss Shares under the terms of the Swiss Exchange
     Offer by Switzerland and Canada or any of their respective Subsidiaries
     (including consents and authorizations under the Investment Canada Act, but
     excluding the Swiss EC Clearance and any clearance under the Swiss
     Competition Act) from, any Governmental Entity in connection with the
     execution and delivery of this Agreement and the consummation of the Swiss
     Exchange Offer by Switzerland and Canada shall have been made or obtained
     (as the case may be), except those that the failure to make or to obtain
     would not, individually or in the aggregate, be reasonably likely to have a
     Canada Material Adverse Effect on the assumption that Switzerland is a
     wholly owned subsidiary of Canada and considering Switzerland and Canada
     taken as a whole; PROVIDED, that this condition may be waived only by
     agreement of both Canada and Switzerland.

10.  The opt-out shall have become effective. This condition may only be waived
     by Canada.


                                      2-2
<PAGE>   57
                                     PART B

CONDITIONS TO BE SATISFIED OR WAIVED BEFORE THE MAKING OF THE FRENCH EXCHANGE
OFFER

1.   The issuance of Canada Common Shares in connection with the French Exchange
     Offer shall have been duly approved by holders of shares of Canada Common
     Shares constituting the Requisite Vote; PROVIDED, HOWEVER, this condition
     may be waived only by agreement of both Canada and France.

2.   The Canada Common Shares issuable to the holders of French Shares pursuant
     to the Combination shall have been authorised for listing on the New York
     Stock Exchange and The Toronto Stock Exchange upon official notice of
     issuance; PROVIDED, HOWEVER, that this condition may be waived only by
     France.

3.   The representations and warranties of Canada set forth in this Agreement
     shall be true and correct in all material respects as if made on the date
     on which the last of the conditions set forth in paragraphs 1, 2, 11 and 12
     of this Part B of Schedule 2 shall be satisfied or waived (the FRENCH OFFER
     CONDITION SATISFACTION DATE) (except to the extent any such representation
     or warranty is expressly made as of an earlier date, in which case it need
     be true and correct only as of such date), PROVIDED, HOWEVER, that this
     condition may be waived only by France.

4.   The representations and warranties of France set forth in this Agreement
     shall be true and correct in all material respects as if made on and as of
     the French Offer Condition Satisfaction Date (except to the extent any such
     representation or warranty is expressly made as of an earlier date, in
     which case it need be true and correct only as of such date); PROVIDED,
     HOWEVER, that this condition may be waived only by Canada.

5.   Canada shall have performed in all material respects all obligations that
     are required to be performed by it under this Agreement prior to the
     commencement of the French Exchange Offer Period; PROVIDED, HOWEVER, that
     this condition may be waived only by France.

6.   France shall have performed in all material respects all obligations that
     are required to be performed by it under this Agreement prior to the
     commencement of the French Exchange Offer Period; PROVIDED, HOWEVER, that
     this condition may be waived only by Canada.

7.   There shall have occurred no Canada Material Adverse Effect since the date
     of the Agreement; PROVIDED; HOWEVER, that this condition may be waived only
     by France.

8.   There shall have occurred no France Material Adverse Effect since the date
     of the Agreement; PROVIDED; HOWEVER, that this condition may be waived only
     by Canada.

9.   No court or Governmental Entity of competent jurisdiction shall have
     enacted, issued, promulgated, enforced or entered any statute, law,
     ordinance, rule,


                                      2-3
<PAGE>   58
    regulation, judgment, decree, injunction or other order (whether temporary,
    preliminary or permanent) that is in effect and restrains, enjoins or
    otherwise prohibits consummation of the French Exchange Offer or the
    Combination; PROVIDED, HOWEVER, this condition may be waived only by
    agreement of both Canada and France.

10. The waiting period applicable to the consummation of the French
    Exchange Offer under the HSR Act and the Canadian Competition Act shall have
    expired or been earlier terminated and the European Commission has adopted a
    decision under Articles 6(1)(b) or 8(2) of Council Regulation No.
    4064/89/EEC clearing the French Exchange Offer and all notices, reports and
    other filings required to be made prior to the acquisition by Canada of
    French Shares under the terms of the French Exchange Offer by France,
    Switzerland and Canada or any of their respective Subsidiaries with, and all
    consents, registrations, approvals, permits and authorizations required to
    be obtained prior to the acquisition by Canada of French Shares under the
    terms of the French Exchange Offer by France, Switzerland and Canada or any
    of their respective Subsidiaries (including consents and authorizations
    under the Investment Canada Act) from, any Governmental Entity (but
    excluding the CMF and the COB) in connection with the execution and delivery
    of this Agreement and the consummation of the Combination, the Exchange
    Offers and the other transactions contemplated hereby by France, Switzerland
    and Canada shall have been made or obtained (as the case may be), except
    those that the failure to make or to obtain would not, individually or in
    the aggregate, be reasonably likely to have a Canada Material Adverse Effect
    (on the assumption that France is a wholly owned Subsidiary of Canada and
    considering France and Canada as a whole); PROVIDED, HOWEVER, this condition
    may be waived only by agreement of both Canada and France.

11. The S-4 Registration Statement shall have become effective under the
    Securities Act. No stop order suspending the effectiveness of the S-4
    Registration Statement shall have been issued, and no proceedings for that
    purpose shall have been initiated or be threatened, by the SEC.

12. Unless this Agreement has been terminated with respect to Switzerland,
    the Chemicals Division Demerger shall have been completed; PROVIDED,
    HOWEVER, that this condition may be waived only by France.


                                      2-4
<PAGE>   59
                                   SCHEDULE 3

RESIDENCY MATTERS:       (a)  The CANADA BUSINESS CORPORATION ACT (the "CBCA")
                              provides that, except as provided in paragraph (b)
                              below, a majority of the directors of a
                              corporation incorporated under the CBCA must be
                              resident Canadians (the "Majority Canadian
                              Resident Requirements"). If the Majority Canadian
                              Resident Requirements apply, the CBCA also
                              provides that the majority of the members of each
                              committee of the board of directors of a
                              corporation incorporated under the CBCA must be
                              resident Canadians.

                         (b)  The CBCA also provides that not more than
                              one-third of the directors of a holding
                              corporation need be resident Canadians if the
                              holding corporation earns in Canada directly or
                              through its subsidiaries less than 5% of the gross
                              revenues of the holding corporation and all of its
                              subsidiary bodies corporate as shown in the most
                              recent financial statements of the holding
                              corporation and its subsidiary bodies corporate as
                              at the end of the last completed financial year of
                              the holding corporation (the "Holding Corporation
                              Test").

                         (c)  Based on financial information with respect to
                              Canada, France and Switzerland, Canada expects to
                              meet the Holding Corporation Test during the year
                              ending December 31, 2000 in circumstances where:
                              (i) only the French Exchange Offer is completed;
                              (ii) only the Swiss Exchange Offer is completed;
                              or (iii) both the French Exchange Offer and the
                              Swiss Exchange Offer are completed.

                         (d)  Canada is seeking a legislative amendment to the
                              CBCA which would reduce the number of Canadian
                              residents required on the board of directors of a
                              corporation incorporated under the CBCA. Any
                              amendment to the CBCA that provides that not more
                              than one-quarter of the directors of corporation
                              incorporated under the

                                      3-1



<PAGE>   60
                              CBCA must be resident Canadians is referred to in
                              this Schedule as the "Legislative Amendment".

                         (e)  If: (i) either or both of the French Exchange
                              Offer and the Swiss Exchange Offer is completed;
                              (ii) a majority of the directors of Canada to be
                              appointed in accordance with this Schedule 3 will
                              not be resident Canadians; (iii) the Legislative
                              Amendment has not been obtained and either (x) the
                              Board of Directors has not determined at the time
                              that each of the French Exchange Offer and the
                              Swiss Exchange Offer is completed that Canada will
                              satisfy the Holding Corporation Test during 2000
                              or (y) the Board of Directors has not determined
                              at the end of the third quarter of 2000 that
                              Canada will satisfy the Holding Corporation Test
                              during 2001, Canada will immediately seek
                              shareholder approval (supported by a positive
                              recommendation of the board of directors of
                              Canada) authorizing all matters in respect of
                              which shareholder approval is required to effect
                              the export of Canada's incorporation to another
                              jurisdiction in Canada in which there are no
                              requirements with respect to resident Canadians on
                              the Board of Directors and the committees thereof
                              and authorizing the Board of Directors to take the
                              steps necessary and desirable to give effect
                              thereto. Canada will take all steps necessary to
                              effect the export as soon as practicable following
                              receipt of shareholder approval.

                         (f)  If: (i) either or both of the French Exchange
                              Offer and the Swiss Exchange Offer is completed;
                              and (ii) the Legislative Amendment has not been
                              obtained on or before December 31, 2000 (whether
                              or not a majority of the directors of Canada are
                              resident Canadians and whether or not the board of
                              directors of Canada determines that Canada will
                              satisfy the Holding Corporation Test during 2001),
                              Canada will seek shareholder approval (supported
                              by a positive recommendation of the board of
                              directors of Canada) at its annual meeting of
                              shareholders in 2001 to authorize all matters in
                              respect of which shareholder approval is required
                              to effect the export of Canada's incorporation to
                              another jurisdiction in Canada in which there are
                              no requirements with respect to resident Canadians
                              on the Board of

                                      3-2
<PAGE>   61
                              Directors and the committees thereof and
                              authorizing the Board of Directors to take the
                              steps necessary and desirable to give effect
                              thereto. Canada will take all steps necessary to
                              effect the export as soon as practicable following
                              receipt of shareholder approval.

                         (g)  If the Legislative Amendment is obtained: (i)
                              prior to the date of the meeting of shareholders
                              described in paragraph (e) or (f) above, the
                              export resolution may be withdrawn and not voted
                              on by the shareholders; or (ii) following the date
                              that shareholder approval is obtained pursuant to
                              paragraph (e) or (f) above, but prior to the
                              effective date of the export, the export need not
                              be effected.

BOARD OF DIRECTORS:

Number of Directors:     12, if both of the Exchange Offers are completed.

Composition:             (a)  (i)   If either of the Exchange Offers is
                                    completed, the Board of Directors will
                                    include the following four nominees of
                                    Canada:

                                    John Evans
                                    Jacques Bougie
                                    Travis Engen
                                    Guy Saint-Pierre

                              (ii)  If the France Exchange Offer is completed,
                                    the Board of Directors will include the
                                    following four nominees of France:
                                    Etienne Davignon
                                    Jean Pierre Rodier
                                    Jean-Francois Dehecq
                                    Yves Mansion

                              (iii) If the Swiss Exchange Offer is completed,
                                    the Board of Directors will include the
                                    following four nominees of Switzerland:

                                    Martin Ebner
                                    Rupert Gasser



                                    3-3
<PAGE>   62
                                    Sergio Marchionne
                                    Willi H. Kerth

                         (b)  (i)   If the Swiss Exchange Offer is completed
                                    before the France Exchange Offer, the
                                    nominees of Canada will appoint an
                                    additional nominee to the Board of Directors
                                    and Canada and Sergio Marchionne will take
                                    the requisite steps such that Mr. Marchionne
                                    will qualify as soon as practicable as a
                                    resident Canadian for purposes of the CBCA
                                    so that there will be an aggregate of five
                                    nominees for Canada and four nominees for
                                    Switzerland.

                              (ii)  If the France Exchange Offer is subsequently
                                    completed, such additional nominee of Canada
                                    will resign.

                              (iii) If the Combination Agreement has been
                                    terminated with respect to France, the
                                    nominees of each of Canada and Switzerland
                                    to the Board of Directors each shall be
                                    entitled to appoint an additional nominee to
                                    the Board of Directors so that there will be
                                    an aggregate of six nominees of Canada and
                                    five nominees of Switzerland.

                         (c)  If the France Exchange Offer is completed before
                              the Swiss Exchange Offer, then the nominees of
                              Canada will appoint two additional nominees and
                              the nominees of France will appoint one additional
                              nominee, which additional nominees will resign
                              from the Board of Directors if the Swiss Exchange
                              Offer is subsequently completed.

Non-Executive Chair:     The Board of Directors will have a non-executive Chair
                         who will be appointed by the Board annually on
                         consideration of the recommendation of the Governance
                         Committee. The initial Chair will be John Evans.

Committees:              The Board of Directors will have such committees as it
                         determines, provided that it will at all times have
                         Audit, Governance and Human Resources and Compensation


                                      3-4

<PAGE>   63
                         Committees, which initially will consist of an equal
                         number of persons nominated by each of Canada and the
                         other Parties in respect of which an Exchange Offer is
                         completed. These nominees will be the following
                         individuals:

                         Audit - Guy Saint-Pierre (Canada), Yves Mansion (chair)
                         (France) and Sergio Marchionne (Switzerland);
                         Governance - John Evans (chair) (Canada), Etienne
                         Davignon (France) and Martin Ebner (Switzerland); Human
                         Resources and Compensation - Travis Engen (Canada),
                         Jean-Francois Dehecq (France) and Sergio Marchionne
                         (chair) (Switzerland).

                         The Governance Committee will be chaired by the nominee
                         of Canada and, if the Swiss Exchange Offer is
                         completed, the Human Resources and Compensation
                         Committee will be chaired by the nominee of Switzerland
                         and, if the France Exchange Offer is completed, the
                         Audit Committee will be chaired by the nominee of
                         France. If only one of the Exchange Offers is
                         completed, the vacant chair will be an individual
                         agreed by Canada and the Party in respect of which an
                         Exchange Offer was completed.

                         So long as the Majority Canadian Resident Requirements
                         are applicable to Canada's Board of Directors and so
                         require, each of the committees of the Board of
                         Directors will be expanded to include that number of
                         additional members who are resident Canadians and who
                         are approved by the Board of Directors sufficient to
                         result in a majority of the members of the committee
                         being resident Canadians.

Meetings:                At least half of the meetings of the Board of
                         Directors will be held outside of Canada to foster
                         communications and relationships with the global
                         constituencies of Canada.

SENIOR OFFICERS:         It is intended that the CEO will be Jacques Bougie and
                         that the President and COO will be Jean Pierre Rodier.
                         It is also intended that Mr. Bougie will retire after
                         approximately two years, when the successful
                         integration of the three companies has been completed.
                         It is intended that Mr. Rodier succeed Mr. Bougie as
                         CEO.

PRINCIPAL OFFICES:       The legal headquarters will be located at Montreal,
                         Canada.


                                      3-5
<PAGE>   64
                         Additionally, the office of the CEO will be in
                         New York. There will be regional headquarters
                         in Europe.




                                      3-6

<PAGE>   65

                            SCHEDULE 4 - BASIC TERMS

                       OF THE CHEMICALS DIVISION DEMERGER

1.   BASIC TRANSACTION

     Prior to the launch of the Switzerland Exchange Offer, Switzerland intends
     to transfer its Chemical and Energy businesses ("Butterfly Business" or the
     "Business") into a separate legal structure and to demerge the Business to
     Switzerland's shareholders. The holding company to be formed for the
     Business is referred to as "Butterfly AG", and the demerger transaction as
     the "Butterfly Demerger" or the "Demerger".

     The Butterfly Business is to be spun off free of any net debt on a combined
     basis as of July 1, 1999. If any such net debt is determined to have
     existed on such date, a corresponding amount of cash or cash equivalents
     will be transferred by Switzerland to Butterfly.

     The Butterfly Demerger will be made pursuant to an agreement to be entered
     into between Switzerland and Butterfly AG (the "Separation Agreement").
     The Separation Agreement will reflect in all material respects the general
     principles set forth below.

2.   DEFINITION OF THE BUTTERFLY BUSINESS

     The Butterfly Business, as a fully operational and autonomous business,
     will include (i) the chemicals business of Switzerland (Switzerland's fine
     chemicals and specialities and its intermediaries and additives divisions)
     and the (ii) the energy business of Switzerland, as currently conducted
     primarily by the entities listed in ANNEX I (the "Butterfly Companies").
     The Butterfly Business will include all of the assets and liabilities of
     whatever kind which are attached to, or which relate primarily to the
     Butterfly Business.  For the avoidance of doubt, all assets and liabilities
     of the Butterfly Companies are included in the Butterfly Business unless
     specifically excluded herein. Switzerland believes that, except for the
     assets and liabilities identified on ANNEX II, virtually all of the assets
     and liabilities of the Butterfly Business are held through the Butterfly
     Companies.

     An unaudited pro-forma combined balance sheet (the "Combined Balance
     Sheet") of Butterfly as of December 31, 1998 (the "Pro Forma Accounting
     Date") is attached as ANNEX III.  In order to support the determination of
     net debt, Butterfly

                                      4-1
<PAGE>   66
     will confirm to Switzerland that the Butterfly Business has been operated
     in the ordinary course since December 31, 1998.

     Furthermore, the Business will include:

     a)   U.S.$234 million in cash; provided that if the France Exchange Offer
          is not duly completed by Canada the calculation amount to be included
          shall be reduced to US$67 million through an adjustment to the net
          debt in paragraph 6;

     b)   subject to the provisions of the Agreement, all liabilities and
          obligations relating to, or caused by, the Butterfly Business, it
          being understood that Butterfly Group shall, as of the Separation
          Effective Date, not have net debt (to be calculated in accordance with
          paragraph 6); and

     All employees working essentially full time for the Butterfly Business,
     plus certain individuals employed in central headquarters or other common
     divisions or entities needed for the efficient operation of Butterfly and
     not required for the operation of Switzerland will to the extent not
     already employees of a Butterfly Company become employees of Butterfly.

3.   SEPARATION OF THE BUTTERFLY BUSINESS

     Switzerland will use commercially reasonable efforts to transfer the
     Business to Butterfly as soon as practicable (the "Separation Date"). For
     accounting and tax purposes and as between the parties the transfer is
     intended to have been made to the extent possible under applicable law with
     effect as of July 1, 1999 (hereinafter the "Separation Effective Date").

     a)   Switzerland will transfer the entire Butterfly Business to Butterfly
          AG or to any of the Butterfly Companies directly or indirectly owned
          by Butterfly AG by way of (i) capital contributions or (ii) purchase
          and sale agreements to the extent possible and reasonable under
          applicable tax laws. In return, Switzerland will initially be entitled
          to shares of Butterfly (the "Consideration Shares") and/or certain
          loans against Butterfly (hereinafter the "Loans") (the allocation
          between Consideration Shares and Loans will be made in the manner that
          in Switzerland's judgment is most tax efficient to both parties in the
          aggregate in the context of the Butterfly Demerger).

     b)   Butterfly AG will assume the liabilities and obligations related
          thereto attached to the Butterfly Business. Butterfly will use
          reasonable efforts to cause third parties to approve the assumption by
          Butterfly or a designee of Butterfly of, and to release or discharge
          Switzerland from, any liabilities to the extent necessary to fulfil
          this term. If any third party does not provide any necessary release
          or discharge, arrangements will be made which would allow such
          obligations to be assumed by, or otherwise economically transferred to
          Butterfly, at no greater costs to Switzerland than it would have
          incurred had

                                      4-2
<PAGE>   67
         the third party approved the assumption immediately.

    c)   Except as otherwise specifically agreed, Butterfly will be responsible
         from the Separation Effective Date for the terms and conditions of
         employment of the employees of central headquarters or other common
         divisions or entities who have become employees of Butterfly as of the
         Separation Date; Switzerland will be responsible for all claims
         relating to the employment of such employees arising prior to the
         Separation Effective Date. Baldi to check boiler-plate wording and
         propose modifications To the extent that the employment of such
         employees is terminated prior to the Separation Date, other than in
         contemplation of the Demerger, Switzerland will be responsible for any
         claims related to such termination. To the extent that the employment
         of such employees is terminated on or after the Separation Date,
         Butterfly will be responsible for any claims related to such
         termination.

    d)   As a general matter, joint pension funds or pension provisions will be
         split in proportion to the respective projected benefit obligations to
         the employees remaining with Switzerland (or funds controlled by
         Switzerland), and the projected benefit obligations to the employees
         covered or to be covered by Butterfly. Notwithstanding the foregoing,
         if the split of any such pension funds or provisions is governed by
         mandatory local rules, such pension funds or pension provisions will be
         split according to such mandatory local rules but adjustments will be
         made to the extent practicable in order that, on an aggregate basis,
         the principles provided for in the previous sentence are given effect.

    e)   If a legal transfer of an asset of the Butterfly Business or of shares
         in a Butterfly Company cannot be effected on the Separation Date as of
         the Separation Effective Date, Switzerland will to the extent possible
         transfer beneficial ownership or otherwise agree a solution which best
         approximates the situation that would have existed had the legal
         transfer occurred with the same financial effect as if it had been
         transferred on the Separation Effective Date.

    f)   It is intended that the Butterfly Business will be a fully operational
         and autonomous business and not have to rely on services, assets or
         other facilities of Switzerland; however, Switzerland and Butterfly
         will enter into commercially reasonable cooperation and service
         agreements under which each will provide necessary transitional
         services to the other. It is expected that such services will
         generally be provided for a customary arm's length fee or, if such
         customary fee cannot be ascertained, at costs plus a 5% margin. The
         energy supply agreements between Switzerland and Butterfly will
         continue for their agreed duration in accordance with their terms.


                                      4-3
<PAGE>   68
4.   RESTRUCTURING OF BUTTERFLY

     In order to create the Butterfly Group, Switzerland will complete an
     internal restructuring which will create a separate legal structure, with
     Butterfly AG as the holding company for the Butterfly Group.

     The internal restructuring described below (the "Internal Restructuring")
     will comprise the following key steps (subject to amendment by Switzerland
     if necessary or advisable for a more efficient restructuring process):

     1.   French, Benelux and German subsidiaries of the Butterfly Business will
          be acquired by A-L Europe BV.

     2.   U.K. subsidiaries in the Butterfly Business will be reorganized under
          a new UK intermediate holding company held by a new Dutch intermediate
          holding company (Dutchco)

     3.   French, Dutch and German companies will be contributed to Dutchco.

     4.   Dutchco will be distributed to Switzerland.

     5.   Switzerland will form a Jersey subsidiary to acquire the Singapore
          Group in the Butterfly Business.

     6.   US Butterfly Business subsidiaries will be reorganized under two
          intermediate holding companies.

     7.   Brazilian sales office in the Butterfly Business will be acquired by
          new Brazilian subsidiary.

     8.   Remaining minority (0.0001%) interest in French subsidiary of
          Switzerland business will be sold to an Switzerland group company.

     9.   All top tier subsidiaries of Switzerland in the Butterfly Business
          will be transferred to Butterfly in exchange for shares and capital
          contribution.

     10.  Butterfly and Switzerland enter into Separation Agreement.

     As part of the Internal Restructuring, certain of steps 1-9 above (or
     comparable steps in any amended structure) may result in income, capital
     gains, transfer or other taxes to Butterfly and/or Switzerland. These
     taxes are expected largely to be offset, directly or indirectly, by tax
     losses available to either Butterfly or Switzerland. To the extent that
     any such steps result in taxes payable by Switzerland or a Switzerland
     subsidiary (i.e. by entities that are not part of the Butterfly Business),
     Butterfly will indemnify the Switzerland company that is


                                      4-4
<PAGE>   69
     subject to that tax, except to the extent that such tax liability may be
     offset by a tax loss carryforward or other tax credit available to
     Switzerland or any subsidiary of Switzerland at the Separation Date.
     Notwithstanding this, Butterfly will be responsible for any such taxes only
     if and to the extent that Switzerland or any subsidiary of Switzerland has
     paid an aggregate amount in cash of $20 million resulting from the Internal
     Restructuring. For purposes of the foregoing indemnity, the operations and
     transactions contemplated by paragraphs 5 and 6 below shall be deemed to
     form part of the Internal Restructuring (except to the extent that such
     taxes results from actions or inaction referred to in 8).

     Following the Internal Restructuring, the Butterfly Group will be organized
     substantially as set out in ANNEX IV (subject to amendment by Switzerland
     if necessary or advisable for a more efficient restructuring process)

5.   DEMERGER

     A)   PRINCIPLE

          It is intended that Butterfly AG will be spun off to the Switzerland
          shareholders on the basis described below and in accordance with the
          Swiss Tax Ruling (as defined below), as soon as reasonably practicable
          (hereafter "the Demerger Date")

     B)   STRUCTURE

          Switzerland will demerge Butterfly AG and thus the Butterfly Business
          to Switzerland's shareholders by a rights offering structure. This
          structure involves the following steps:

          -    Butterfly AG will increase its share capital by issuing a maximum
               of 6,616,796  shares with a nominal value of CHF 10 each, whereby
               Switzerland will not exercise  its pre-emptive rights and whereby
               a syndicate of banks (the "Underwriters") will underwrite the new
               shares and pay the nominal value of the underwritten shares to
               Butterfly AG;

          -    Rights to purchase newly issued Butterfly shares from the
               Underwriters will be allocated to the shareholders of Switzerland
               who will receive one right per Switzerland share, each such right
               (a "Right") giving its holder an option to purchase on a given
               date (the "Payment Date") one Butterfly share from the
               Underwriters for CHF 10 per Butterfly share.

          -    Switzerland shareholders may either exercise the Rights allocated
               to them or sell such Rights during a limited period of time prior
               to the last date the Rights can be exercised;


                                      4-5

<PAGE>   70
          -    shares of Butterfly AG as to which the rights have not been
               exercised or as to which no payment occurs on the Payment Date
               will be sold back by the underwriters to Butterfly at CHF 10 per
               share;

     C)   TRANSFER OF CONSIDERATION SHARES AND LOANS

          Switzerland will transfer the Consideration Shares and the Loans to
          Butterfly AG against consideration. The consideration to be paid to
          Switzerland for the Consideration Shares and for the Loans will be
          deemed to  constitute a financial debt owed by Butterfly to
          Switzerland for purposes of the net debt calculation. Alternatively,
          if the Parties so agree, and if such action enables Switzerland to
          retain the benefit of the Swiss Tax Ruling referred to in paragraph 8
          below and does not affect the calculation of net debt under paragraph
          6 Switzerland will sell the Consideration Shares at market value and
          transfer the proceeds of the sale to Butterfly.

     D)   Each Party shall be responsible for the accuracy and completeness, to
          relevant prospectus standards, of the information with respect to it
          included in any disclosure documents related to the Butterfly Demerger
          and the listing of the Butterfly shares.

6.   DEBT FREE STATUS OF BUTTERFLY AND CASH EQUALIZATION

     The Butterfly Business is intended to be effectively debt free as of the
     Separation Effective Date. Therefore, if Butterfly has net debt (as
     described below) as of the Separation Effective Date, Butterfly shall
     receive from Switzerland an amount in cash or cash equivalents within a
     short time after the net debt statement described below is finalized in an
     amount designed to put Butterfly in the situation in which it would have
     been had the Butterfly Business been transferred free of net debt as of the
     Separation Effective Date. In order to achieve this, the following
     provisions will apply (eliminating any duplication).

          (a)  As soon as is practicable after the Separation Date, Butterfly
          will prepare a statement determining "net debt" for the Butterfly
          Business which will be prepared under international accounting
          standards (IAS) applied on a basis consistent with (A) those used in
          the preparation of the Combined Balance Sheet and (B) those used in
          the preparation of Switzerland's historical financial statements, and
          reflect the following items as of the Separation Effective Date on a
          consolidated basis:

          (i)  all financial third party debt of the Butterfly Business;

          (ii) all financial net debts of the Butterfly business owed to
          Switzerland or its subsidiaries; and


                                      4-6

<PAGE>   71
          (iii) all pension liabilities relating to the German business to the
          extent they are recorded on Butterfly's balance sheet as of the
          Separate Effective Date;

     less:(w) cash, cash equivalents and refundable deposits within the
          Business;

          (x)  all costs attributable to Butterfly but paid by Switzerland;

          (y)  all payments by Butterfly to employees transferred to Butterfly
          and relating to their employment for Switzerland prior to the
          Separation Date referred to in paragraph 3 (c); and

          (z)  any consideration paid by Butterfly to Switzerland for the
          transfer of any portion of the Business to Butterfly AG or its
          subsidiaries pursuant to the Separation Agreement.

          b)   The remainder of the sum of (i), (ii) and (iii) above less the
          sum of (w) through (z) above shall, if a positive amount, constitute
          net debt for the purposes hereof.

          c)   Switzerland will make a payment to Butterfly if required to
          eliminate any net debt together with interest from the Separation
          Date.

          d)   For the avoidance of doubt, the following items will not be
          considered in the determination of net debt:

          -    Net cash proceeds (after stamp taxes) received by Butterfly in
               connection with the subscription for shares in its capitalization
               as part of the Butterfly Demerger transaction;

          -    The costs to be borne by Butterfly in connection with the
               Butterfly Demerger;

          -    the CHF 2 million lump sum payment for expenses of the Butterfly
               Demerger as contemplated below.

          -    the cash amount described under clause (a) of paragraph 2;

          e)   To the extent that any items used in the calculation of net debt
          as described in clause (a) are recorded at subsidiaries that are not
          wholly-owned, the relevant amount will be given effect after
          multiplying it by the decimal equivalent of Butterfly's effective
          ownership interest in such subsidiary.

          f)   The net debt calculation shall be subject to a customary
          post-closing audit and any payments made pursuant to this Section 6
          shall be

                                      4-7

<PAGE>   72
               adjusted in accordance with the results of this audit.

7.   REPRESENTATIONS AND WARRANTIES

     It is intended that Butterfly be provided with all of the assets (and
     assume all of the liabilities) currently held by Switzerland and its
     subsidiaries prior to the Separation Effective Date and related to the
     Butterfly Business. To give effect to this, the Separation Agreement will
     contain transfer provisions and representations/warranties (together with
     an undertaking by each party to take further action necessary to give
     effect to the relevant transfer):

     a)   from Switzerland to Butterfly with respect to:

          -    absence of liens other than as related to the Butterfly
               business);

          -    intellectual property rights for Butterfly business;

          -    contractual rights relating to Butterfly business; and

          -    liabilities not relating to Butterfly business.

     b)   from Butterfly to Switzerland with respect to:

          -    liabilities relating to the Butterfly business Appendix A hereto.

     together in the case of (a) and (b) with any representation and warranties
     necessary in connection with the issuance of rights and shares in Butterfly
     AG and the listing of Butterfly AG shares.

8.   TAX TREATMENT

     Subject to the conditions specified in the tax ruling (the "Swiss Tax
     Ruling" dated August 6, 1999) received from the relevant tax authorities in
     Switzerland, the Butterfly de-merger will not be subject to Swiss taxes to
     Switzerland or Butterfly.

     Switzerland and Butterfly will each indemnify the other for losses (and
     related costs) resulting from any action or inaction by it or by a third
     party with respect to it that causes the conditions to the Swiss Tax Ruling
     not to be satisfied.

9.   INDEMNIFICATION

     In addition to the cross indemnity for tax treatment above, Switzerland and
     Butterfly will also each indemnify the other for losses relating to or
     arising from:

                                      4-8




<PAGE>   73
    (a)  liabilities incurred or paid by the other party relating to the
         indemnifying party's business;

    (b)  breaches of representations, warranties or covenants in the Separation
         Agreement.

    The parties acknowledge that no indemnifiable "loss" will have been suffered
    in respect of any liability or contingent liability relating to the Business
    which does not exceed the remaining total of provisions which have been made
    in the Combined Balance Sheet for such kind of liability or contingent
    liability (after deducting any and all previous such liabilities which have
    been charged against such provisions);

    In addition, no indemnity will be available for any claim under clause (b)
    above

         -    if  the breach is not material (for the purpose of this provision
              a breach shall not be material if it can be remedied for less than
              CHF 1.5 million); or

         -    if, and to the extent, all material claims made under this
              indemnity do not exceed a total amount of CHF 20 million.

    In the event that Butterfly, within five years of the Separation Date,
    distributes (by way of dividend, distribution, demerger or the like) for nil
    or nominal consideration, a subsidiary or a business, which, individually or
    in the aggregate, together with any such previous distribution, has net
    assets which exceed one-third of the consolidated net assets of Butterfly,
    that subsidiary or business will provide, effective upon such distribution,
    a joint and several guarantee of the indemnification obligations of
    Butterfly relating to the tax issues described in paragraphs 4 and 8, and
    liabilities for environmental matters of Butterfly and its subsidiaries.

    The indemnity will be subject to a two-year survival period, except for
    those claims relating to taxes (which shall have a five year survival
    period) (but for the avoidance of doubt shall cover the consequences of
    actions or inactions that occur during the five years after the demerger)
    and environmental libilities (which shall survive in perpetuity).

10. COSTS

    Subject to the provisions of the Separation Agreement, or those of the
    transition service agreements, Butterfly shall bear all costs, expenses and
    taxes arising in connection with the Butterfly Demerger (except as described
    elsewhere herein), it being understood that Switzerland shall pay a lump sum
    of CHF 2 million as a participation to such costs.


                                      4-9
<PAGE>   74

11.  DISCLOSURE

     Switzerland and Butterfly will provide each other with reasonable access on
     an ongoing basis to information relevant to their respective obligations
     and to verify the satisfaction of the other party's obligations in respect
     of the Butterfly Demerger.


                                      4-10
<PAGE>   75

                                    PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Canada Business Corporations Act (the "Act"), the governing Act to
which the Company is subject, provides that, except in the case of an action
taken by the Company or of a derivative action taken by a shareholder on behalf
of the Company as provided below, a Director or Officer may be indemnified by
the Company against all costs, charges and expenses, including an amount paid to
settle an action or satisfy a judgment if (i) he acted honestly and in good
faith with a view to the best interests of the Company; and (ii) in the case of
a criminal or administrative action or proceeding he had reasonable grounds for
believing that his conduct was lawful. The right of indemnification is more
limited where Directors and Officers are sued by the Company or on its behalf by
a shareholder. In those cases, the Company may with the approval of a court
indemnify Directors and Officers against all costs, charges and expenses but not
the amount of the judgment or settlement of an action, provided he fulfills the
conditions of (i) and (ii) above. A Director or Officer must be indemnified for
costs, charges and expenses if he was substantially successful on the merits in
his defense and fulfills the conditions of (i) and (ii) above.

     The Directors' Standing Resolution pertaining to indemnification of
Directors and Officers of the Company represents, in general terms, the extent
to which Directors and Officers may be indemnified by the Company under the Act.
This resolution provides as follows:

          "18. INDEMNITY. Subject to the limitations contained in the governing
     Act but without limit to the right of the Corporation to indemnify as
     provided for in the Act, the Corporation shall indemnify a Director or
     Officer, a former Director or Officer, or a person who acts or acted at the
     Corporation's request as a director or officer of a body corporate of which
     the Corporation is or was a shareholder or creditor (or a person who
     undertakes or has undertaken any liability on behalf of the Corporation or
     at the Corporation's request on behalf of any such body corporate) and his
     heirs and legal representatives, against all costs, charges and expenses,
     including an amount paid to settle an action or satisfy a judgment,
     reasonably incurred by him in respect of any civil, criminal or
     administrative action or proceeding to which he is made a party by reason
     of being or having been a Director or Officer of the Corporation or such
     body corporate or by reason of having undertaken such liability, if

        (a)  he acted honestly and in good faith with a view to the best
              interests of the Corporation; and

        (b)  in the case of a criminal or administrative action or proceeding
              that is enforced by a monetary penalty, he had reasonable grounds
              for believing that his conduct was lawful."

     The Company also has an insurance policy covering Directors and Officers of
the Company and of its subsidiaries against certain liabilities which might be
incurred by them in their capacities as such, but excluding those claims for
which such insured persons could be indemnified by the Company or its
subsidiaries.

                                      II-1
<PAGE>   76

ITEM 21.  EXHIBITS AND FINANCIAL STATEMENTS AND SCHEDULES.

(a) The following Exhibits are filed herewith unless otherwise indicated:

<TABLE>
<CAPTION>
EXHIBIT NO.                            DESCRIPTION
- -----------                            -----------
<S>            <C>
2              Combination Agreement dated September 15, 1999 (included as
               Annex A to the prospectus which is part of this registration
               statement)
23.1           Consent of PricewaterhouseCoopers LLP as auditors of the
               financial statements of Alcan*
23.2           Consent of PricewaterhouseCoopers as auditors of the
               financial statements of Pechiney*
23.3           Consent of McCarthy Tetrault
24             Powers of Attorney
</TABLE>

- -------------------------

     * To be filed by amendment.

(b) Financial Statement Schedules Not Applicable

ITEM 22. UNDERTAKINGS.

     (a) The undersigned registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
     made, a post-effective amendment to this Registration Statement;

             (i)   To include any prospectus required in Section 10(a)(3) of the
        Securities Act of 1933;

             (ii)  To reflect in the prospectus any facts or events arising
        after the effective date of the Registration Statement (or the most
        recent post-effective amendment thereof) which, individually or in the
        aggregate, represent a fundamental change in the information set forth
        in the Registration Statement. Notwithstanding the foregoing, any
        increase or decrease in volume of securities offered (if the total
        dollar value of securities offered would not exceed that which was
        registered) and any deviation from the low or high end of the estimated
        maximum offering range may be reflected in the form of prospectus filed
        with the Securities and Exchange Commission pursuant to Rule 424(b) if,
        in the aggregate, the changes in volume and price represent no more than
        20 percent change in the maximum aggregate offering price set forth in
        the "Calculation of Registration Fee" table in the effective
        Registration Statement; and

             (iii) To include any material information with respect to the plan
        of distribution not previously disclosed in the Registration Statement
        or any material change to such information in the Registration
        Statement.

          (2)  That, for the purpose of determining any liability under the
     Securities Act of 1933, each such post-effective amendment will be deemed
     to be a new registration statement relating to the securities offered
     therein, and the offering of such securities at that time will be deemed to
     be the initial bona fide offering thereof.

          (3)  To remove from registration by means of a post-effective
     amendment any of the securities being registered which remain unsold at the
     termination of the offering.

                                      II-2
<PAGE>   77

          (4)  To file a post-effective amendment to the Registration Statement
     to include any financial statements required by Rule 3-19 of Regulation S-X
     at the start of any delayed offering or throughout a continuous offering.

     (b)  The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the Registration
Statement will be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
will be deemed to be the initial bona fide offering thereof.

     (c) (1)  The undersigned registrant hereby undertakes as follows: that
prior to any public reoffering of the securities registered hereunder through
use of a prospectus which is a part of this Registration Statement, by any
person or party who is deemed to be an underwriter within the meaning of Rule
145(c), the issuer undertakes that such reoffering prospectus will contain the
information called for by the applicable registration form with respect to
reofferings by persons who may be deemed underwriters, in addition to the
information called for by the other items of the applicable form.

          (2)  The registrant undertakes that every prospectus (i) that is filed
     pursuant to paragraph (1) immediately preceding, or (ii) that purports to
     meet the requirements of Section 10(a)(3) of the Act and is used in
     connection with an offering of securities subject to Rule 415, will be
     filed as a part of an amendment to the Registration Statement and will not
     be used until such amendment is effective, and that, for purposes of
     determining any liability under the Securities Act of 1933, each such
     post-effective amendment will be deemed to be a new registration statement
     relating to the securities offered therein, and the offering of such
     securities at that time will be deemed to be the initial bona fide offering
     thereof.

     (d)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

     (e)  The undersigned registrant hereby undertakes: (i) to respond to
requests for information that is incorporated by reference into the prospectus
pursuant to Items 4, 10(b), 11 or 13 of this Form, within one business day of
receipt of such request, and to send the incorporated documents by first class
mail or other equally prompt means; and (ii) to arrange or provide for a
facility in the United States for the purpose of responding to such requests.
This includes information contained in documents filed subsequent to the
effective date of the registration statement through the date of responding to
the request.

     (f)   The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.

                                      II-3
<PAGE>   78

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act, the registrant has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the city of Montreal, Province of
Quebec, Country of Canada on September 17, 1999.

                                          ALCAN ALUMINIUM LIMITED
                                          (Registrant)

                                          By: /s/    JACQUES BOUGIE*
                                             -----------------------------------
                                              Name: Jacques Bougie
                                              Title: President and Chief
                                              Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the following
capacities on September 17, 1999.

<TABLE>
<CAPTION>
                     SIGNATURE                                         TITLE
                     ---------                                         -----
<C>                                                    <S>

                /s/ JACQUES BOUGIE*                    Director, President and Chief
- ---------------------------------------------------      Executive Officer (Principal
                  Jacques Bougie                         Executive Officer)

              /s/ WARREN CHIPPINDALE*                  Director
- ---------------------------------------------------
                Warren Chippindale

             /s/ ELEANOR R. CLITHEROE*                 Director
- ---------------------------------------------------
               Eleanor R. Clitheroe

                 /s/ TRAVIS ENGEN*                     Director
- ---------------------------------------------------
                   Travis Engen

                /s/ JOHN R. EVANS*                     Chairman of the Board
- ---------------------------------------------------
                   John R. Evans

               /s/ ALLAN E. GOTLIEB*                   Director
- ---------------------------------------------------
                 Allan E. Gotlieb

                 /s/ J.E. NEWALL*                      Director
- ---------------------------------------------------
                    J.E. Newall

               /s/ PETER H. PEARSE*                    Director
- ---------------------------------------------------
                  Peter H. Pearse

              /s/ SIR GEORGE RUSSELL*                  Director
- ---------------------------------------------------
                Sir George Russell
</TABLE>
<PAGE>   79

<TABLE>
<CAPTION>
                     SIGNATURE                                         TITLE
                     ---------                                         -----
<C>                                                    <S>
               /s/ GUY SAINT-PIERRE*                   Director
- ---------------------------------------------------
                 Guy Saint-Pierre

              /s/ GERHARD SCHULMEYER*                  Director
- ---------------------------------------------------
                Gerhard Schulmeyer

                                                       Director
- ---------------------------------------------------
                  Paul M. Tellier

               /s/ SURESH THADHANI*                    Executive Vice President and
- ---------------------------------------------------      Chief Financial Officer
                  Suresh Thadhani                        (Principal Financial Officer)

                /s/ RICHARD GENEST*                    Corporate Controller
- ---------------------------------------------------      (Principal Accounting Officer)
                  Richard Genest

             /s/ WILLIAM H. JAIRRELS*                  Authorized Representative in
- ---------------------------------------------------      the United States of America
                William H. Jairrels



* By /s/  ROY MILLINGTON
     ----------------------------------------------
     Roy Millington as Attorney-in-fact
</TABLE>
<PAGE>   80

                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
                                                                             PAGINATION
                                                                                 BY
                                                                             SEQUENTIAL
                                                                             NUMBERING
    EXHIBIT NO.                         DESCRIPTION                            SYSTEM
    -----------                         -----------                          ----------
    <C>            <S>                                                       <C>
              2    Combination Agreement dated September 15, 1999
                   (included as Annex A to the prospectus which is part
                   of this registration statement)
           23.1    Consent of PricewaterhouseCoopers LLP as auditors of
                   the financial statement of Alcan*
           23.2    Consent of PricewaterhouseCoopers as auditors of the
                   financial statements of Pechiney*
           23.3    Consent of McCarthy Tetrault
             24    Powers of Attorney
</TABLE>

- ---------------

*To be filed by amendment.

<PAGE>   1

                                                                    EXHIBIT 23.3
                         [MCCARTHY TETRAULT LETTERHEAD]



Direct line (514) 397-4184                          Montreal, September 17, 1999



ALCAN ALUMINIUM LIMITED
1188 Sherbrooke St. West
Montreal, Quebec
H3A 3G2

Dear Sirs:

     We hereby consent to the reference to us under the caption "Enforceability
of Civil Liabilities Against Foreign Persons" in the Prospectus forming a part
of your Registration Statement on Form S-4 dated September 17, 1999.

                                     Yours very truly,

                                     McCARTHY TETRAULT

<PAGE>   1

                                                                      EXHIBIT 24

                               POWER OF ATTORNEY

                         KNOW ALL MEN BY THESE PRESENTS

     WHEREAS, ALCAN ALUMINIUM LIMITED, a Canadian corporation (the
"Corporation"), proposes shortly to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933 as amended (the
"Act"), a Registration Statement on Form S-4 with respect to the offer by the
Corporation to exchange newly issued Common Shares from the Corporation for all
outstanding Pechiney A Shares, Pechiney B Shares and Pechiney ADSs
(collectively, "Pechiney Securities"); and

     WHEREAS, the undersigned is an Officer and/or a Director of the Corporation
as indicated below;

     NOW, THEREFORE, the undersigned hereby constitutes and appoints Serge
Fecteau and Roy Millington, and each of them, as attorneys for the undersigned
and in the undersigned's name, place and stead, and in each of the undersigned's
offices and capacities as an Officer and/or a Director of the Corporation, to
execute and file such Registration Statement, including the related Prospectus,
and thereafter to execute and file any amended Registration Statement or
Statements (including post-effective amendments) and amended prospectus or
prospectuses or amendments or supplements to any of the foregoing, hereby giving
and granting to said attorneys full power and authority to do and perform all
and every act and thing whatsoever requisite and necessary to be done in and
about the premises as fully, to all intents and purposes, as the undersigned
might or could do if personally present at the doing thereof, hereby ratifying
and confirming all that said attorneys may or shall lawfully do, or cause to be
done, by virtue hereof.

     IN WITNESS WHEREOF, I have hereunto set my hand this 15th day of September
1999.

                                                   /s/  JACQUES BOUGIE
                                                   -----------------------------
                                                   Jacques Bougie
                                                   Director, President and Chief
                                                   Executive Officer
<PAGE>   2

                               POWER OF ATTORNEY

                         KNOW ALL MEN BY THESE PRESENTS

     WHEREAS, ALCAN ALUMINIUM LIMITED, a Canadian corporation (the
"Corporation"), proposes shortly to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933 as amended (the
"Act"), a Registration Statement on Form S-4 with respect to the offer by the
Corporation to exchange newly issued Common Shares from the Corporation for all
outstanding Pechiney A Shares, Pechiney B Shares and Pechiney ADSs
(collectively, "Pechiney Securities"); and

     WHEREAS, the undersigned is an Officer and/or a Director of the Corporation
as indicated below;

     NOW, THEREFORE, the undersigned hereby constitutes and appoints Serge
Fecteau and Roy Millington, and each of them, as attorneys for the undersigned
and in the undersigned's name, place and stead, and in each of the undersigned's
offices and capacities as an Officer and/or a Director of the Corporation, to
execute and file such Registration Statement, including the related Prospectus,
and thereafter to execute and file any amended Registration Statement or
Statements (including post-effective amendments) and amended prospectus or
prospectuses or amendments or supplements to any of the foregoing, hereby giving
and granting to said attorneys full power and authority to do and perform all
and every act and thing whatsoever requisite and necessary to be done in and
about the premises as fully, to all intents and purposes, as the undersigned
might or could do if personally present at the doing thereof, hereby ratifying
and confirming all that said attorneys may or shall lawfully do, or cause to be
done, by virtue hereof.

     IN WITNESS WHEREOF, I have hereunto set my hand this 15th day of September
1999.

                                                   /s/  RICHARD GENEST
                                                   -----------------------------
                                                   Richard Genest
                                                   Corporate Controller
<PAGE>   3

                               POWER OF ATTORNEY

                         KNOW ALL MEN BY THESE PRESENTS

     WHEREAS, ALCAN ALUMINIUM LIMITED, a Canadian corporation (the
"Corporation"), proposes shortly to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933 as amended (the
"Act"), a Registration Statement on Form S-4 with respect to the offer by the
Corporation to exchange newly issued Common Shares from the Corporation for all
outstanding Pechiney A Shares, Pechiney B Shares and Pechiney ADSs
(collectively, "Pechiney Securities"); and

     WHEREAS, the undersigned is an Officer and/or a Director of the Corporation
as indicated below;

     NOW, THEREFORE, the undersigned hereby constitutes and appoints Serge
Fecteau and Roy Millington, and each of them, as attorneys for the undersigned
and in the undersigned's name, place and stead, and in each of the undersigned's
offices and capacities as an Officer and/or a Director of the Corporation, to
execute and file such Registration Statement, including the related Prospectus,
and thereafter to execute and file any amended Registration Statement or
Statements (including post-effective amendments) and amended prospectus or
prospectuses or amendments or supplements to any of the foregoing, hereby giving
and granting to said attorneys full power and authority to do and perform all
and every act and thing whatsoever requisite and necessary to be done in and
about the premises as fully, to all intents and purposes, as the undersigned
might or could do if personally present at the doing thereof, hereby ratifying
and confirming all that said attorneys may or shall lawfully do, or cause to be
done, by virtue hereof.

     IN WITNESS WHEREOF, I have hereunto set my hand this 14th day of September
1999.

                                                   /s/  SURESH THADHANI
                                                   -----------------------------
                                                   Suresh Thadhani
                                                   Executive Vice-President and
                                                   Chief Financial Officer
<PAGE>   4

                               POWER OF ATTORNEY

                         KNOW ALL MEN BY THESE PRESENTS

     WHEREAS, ALCAN ALUMINIUM LIMITED, a Canadian corporation (the
"Corporation"), proposes shortly to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933 as amended (the
"Act"), a Registration Statement on Form S-4 with respect to the offer by the
Corporation to exchange newly issued Common Shares from the Corporation for all
outstanding Pechiney A Shares, Pechiney B Shares and Pechiney ADSs
(collectively, "Pechiney Securities"); and

     WHEREAS, the undersigned is an Authorized Representative of the Corporation
in the United States of America as indicated below;

     NOW, THEREFORE, the undersigned hereby constitutes and appoints Serge
Fecteau and Roy Millington, and each of them, as attorneys for the undersigned
and in the undersigned's name, place and stead, and in the undersigned's offices
and capacities as Authorized Representative of the Corporation in the United
States of America, to execute and file such Registration Statement, including
the related Prospectus, and thereafter to execute and file any amended
Registration Statement or Statements (including post-effective amendments) and
amended prospectus or prospectuses or amendments or supplements to any of the
foregoing, hereby giving and granting to said attorneys full power and authority
to do and perform all and every act and thing whatsoever requisite and necessary
to be done in and about the premises as fully, to all intents and purposes, as
the undersigned might or could do if personally present at the doing thereof,
hereby ratifying and confirming all that said attorneys may or shall lawfully
do, or cause to be done, by virtue hereof.

     IN WITNESS WHEREOF, I have hereunto set my hand this 15th day of September
1999.

                                                   /s/  WILLIAM H. JAIRRELS
                                                   -----------------------------
                                                   William H. Jairrels
                                                   Authorized Representative in
                                                   the United States of America
<PAGE>   5

                               POWER OF ATTORNEY

                         KNOW ALL MEN BY THESE PRESENTS

     WHEREAS, ALCAN ALUMINIUM LIMITED, a Canadian corporation (the
"Corporation"), proposes shortly to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933 as amended (the
"Act"), a Registration Statement on Form S-4 with respect to the offer by the
Corporation to exchange newly issued Common Shares from the Corporation for all
outstanding Pechiney A Shares, Pechiney B Shares and Pechiney ADSs
(collectively, "Pechiney Securities"); and

     WHEREAS, the undersigned is an Officer and/or a Director of the Corporation
as indicated below;

     NOW, THEREFORE, the undersigned hereby constitutes and appoints Serge
Fecteau and Roy Millington, and each of them, as attorneys for the undersigned
and in the undersigned's name, place and stead, and in each of the undersigned's
offices and capacities as an Officer and/or a Director of the Corporation, to
execute and file such Registration Statement, including the related Prospectus,
and thereafter to execute and file any amended Registration Statement or
Statements (including post-effective amendments) and amended prospectus or
prospectuses or amendments or supplements to any of the foregoing, hereby giving
and granting to said attorneys full power and authority to do and perform all
and every act and thing whatsoever requisite and necessary to be done in and
about the premises as fully, to all intents and purposes, as the undersigned
might or could do if personally present at the doing thereof, hereby ratifying
and confirming all that said attorneys may or shall lawfully do, or cause to be
done, by virtue hereof.

     IN WITNESS WHEREOF, I have hereunto set my hand this 15th day of September
1999.

                                                   /s/  ELEANOR R. CLITHEROE
                                                   -----------------------------
                                                   Eleanor R. Clitheroe
                                                   Director
<PAGE>   6

                               POWER OF ATTORNEY

                         KNOW ALL MEN BY THESE PRESENTS

     WHEREAS, ALCAN ALUMINIUM LIMITED, a Canadian corporation (the
"Corporation"), proposes shortly to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933 as amended (the
"Act"), a Registration Statement on Form S-4 with respect to the offer by the
Corporation to exchange newly issued Common Shares from the Corporation for all
outstanding Pechiney A Shares, Pechiney B Shares and Pechiney ADSs
(collectively, "Pechiney Securities"); and

     WHEREAS, the undersigned is an Officer and/or a Director of the Corporation
as indicated below;

     NOW, THEREFORE, the undersigned hereby constitutes and appoints Serge
Fecteau and Roy Millington, and each of them, as attorneys for the undersigned
and in the undersigned's name, place and stead, and in each of the undersigned's
offices and capacities as an Officer and/or a Director of the Corporation, to
execute and file such Registration Statement, including the related Prospectus,
and thereafter to execute and file any amended Registration Statement or
Statements (including post-effective amendments) and amended prospectus or
prospectuses or amendments or supplements to any of the foregoing, hereby giving
and granting to said attorneys full power and authority to do and perform all
and every act and thing whatsoever requisite and necessary to be done in and
about the premises as fully, to all intents and purposes, as the undersigned
might or could do if personally present at the doing thereof, hereby ratifying
and confirming all that said attorneys may or shall lawfully do, or cause to be
done, by virtue hereof.

     IN WITNESS WHEREOF, I have hereunto set my hand this 15th day of September
1999.

                                                   /s/  WARREN CHIPPINDALE
                                                   -----------------------------
                                                   Warren Chippindale
                                                   Director
<PAGE>   7

                               POWER OF ATTORNEY

                         KNOW ALL MEN BY THESE PRESENTS

     WHEREAS, ALCAN ALUMINIUM LIMITED, a Canadian corporation (the
"Corporation"), proposes shortly to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933 as amended (the
"Act"), a Registration Statement on Form S-4 with respect to the offer by the
Corporation to exchange newly issued Common Shares from the Corporation for all
outstanding Pechiney A Shares, Pechiney B Shares and Pechiney ADSs
(collectively, "Pechiney Securities"); and

     WHEREAS, the undersigned is an Officer and/or a Director of the Corporation
as indicated below;

     NOW, THEREFORE, the undersigned hereby constitutes and appoints Serge
Fecteau and Roy Millington, and each of them, as attorneys for the undersigned
and in the undersigned's name, place and stead, and in each of the undersigned's
offices and capacities as an Officer and/or a Director of the Corporation, to
execute and file such Registration Statement, including the related Prospectus,
and thereafter to execute and file any amended Registration Statement or
Statements (including post-effective amendments) and amended prospectus or
prospectuses or amendments or supplements to any of the foregoing, hereby giving
and granting to said attorneys full power and authority to do and perform all
and every act and thing whatsoever requisite and necessary to be done in and
about the premises as fully, to all intents and purposes, as the undersigned
might or could do if personally present at the doing thereof, hereby ratifying
and confirming all that said attorneys may or shall lawfully do, or cause to be
done, by virtue hereof.

     IN WITNESS WHEREOF, I have hereunto set my hand this 14th day of September
1999.

                                                   /s/  TRAVIS ENGEN
                                                   -----------------------------
                                                   Travis Engen
                                                   Director
<PAGE>   8

                               POWER OF ATTORNEY

                         KNOW ALL MEN BY THESE PRESENTS

     WHEREAS, ALCAN ALUMINIUM LIMITED, a Canadian corporation (the
"Corporation"), proposes shortly to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933 as amended (the
"Act"), a Registration Statement on Form S-4 with respect to the offer by the
Corporation to exchange newly issued Common Shares from the Corporation for all
outstanding Pechiney A Shares, Pechiney B Shares and Pechiney ADSs
(collectively, "Pechiney Securities"); and

     WHEREAS, the undersigned is an Officer and/or a Director of the Corporation
as indicated below;

     NOW, THEREFORE, the undersigned hereby constitutes and appoints Serge
Fecteau and Roy Millington, and each of them, as attorneys for the undersigned
and in the undersigned's name, place and stead, and in each of the undersigned's
offices and capacities as an Officer and/or a Director of the Corporation, to
execute and file such Registration Statement, including the related Prospectus,
and thereafter to execute and file any amended Registration Statement or
Statements (including post-effective amendments) and amended prospectus or
prospectuses or amendments or supplements to any of the foregoing, hereby giving
and granting to said attorneys full power and authority to do and perform all
and every act and thing whatsoever requisite and necessary to be done in and
about the premises as fully, to all intents and purposes, as the undersigned
might or could do if personally present at the doing thereof, hereby ratifying
and confirming all that said attorneys may or shall lawfully do, or cause to be
done, by virtue hereof.

     IN WITNESS WHEREOF, I have hereunto set my hand this 15th day of September
1999.

                                                   /s/  JOHN R. EVANS
                                                   -----------------------------
                                                   John R. Evans
                                                   Chairman of the Board
<PAGE>   9

                               POWER OF ATTORNEY

                         KNOW ALL MEN BY THESE PRESENTS

     WHEREAS, ALCAN ALUMINIUM LIMITED, a Canadian corporation (the
"Corporation"), proposes shortly to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933 as amended (the
"Act"), a Registration Statement on Form S-4 with respect to the offer by the
Corporation to exchange newly issued Common Shares from the Corporation for all
outstanding Pechiney A Shares, Pechiney B Shares and Pechiney ADSs
(collectively, "Pechiney Securities"); and

     WHEREAS, the undersigned is an Officer and/or a Director of the Corporation
as indicated below;

     NOW, THEREFORE, the undersigned hereby constitutes and appoints Serge
Fecteau and Roy Millington, and each of them, as attorneys for the undersigned
and in the undersigned's name, place and stead, and in each of the undersigned's
offices and capacities as an Officer and/or a Director of the Corporation, to
execute and file such Registration Statement, including the related Prospectus,
and thereafter to execute and file any amended Registration Statement or
Statements (including post-effective amendments) and amended prospectus or
prospectuses or amendments or supplements to any of the foregoing, hereby giving
and granting to said attorneys full power and authority to do and perform all
and every act and thing whatsoever requisite and necessary to be done in and
about the premises as fully, to all intents and purposes, as the undersigned
might or could do if personally present at the doing thereof, hereby ratifying
and confirming all that said attorneys may or shall lawfully do, or cause to be
done, by virtue hereof.

     IN WITNESS WHEREOF, I have hereunto set my hand this 14th day of September
1999.

                                                   /s/  J.E. NEWALL
                                                   -----------------------------
                                                   J.E. Newall
                                                   Director
<PAGE>   10

                               POWER OF ATTORNEY

                         KNOW ALL MEN BY THESE PRESENTS

     WHEREAS, ALCAN ALUMINIUM LIMITED, a Canadian corporation (the
"Corporation"), proposes shortly to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933 as amended (the
"Act"), a Registration Statement on Form S-4 with respect to the offer by the
Corporation to exchange newly issued Common Shares from the Corporation for all
outstanding Pechiney A Shares, Pechiney B Shares and Pechiney ADSs
(collectively, "Pechiney Securities"); and

     WHEREAS, the undersigned is an Officer and/or a Director of the Corporation
as indicated below;

     NOW, THEREFORE, the undersigned hereby constitutes and appoints Serge
Fecteau and Roy Millington, and each of them, as attorneys for the undersigned
and in the undersigned's name, place and stead, and in each of the undersigned's
offices and capacities as an Officer and/or a Director of the Corporation, to
execute and file such Registration Statement, including the related Prospectus,
and thereafter to execute and file any amended Registration Statement or
Statements (including post-effective amendments) and amended prospectus or
prospectuses or amendments or supplements to any of the foregoing, hereby giving
and granting to said attorneys full power and authority to do and perform all
and every act and thing whatsoever requisite and necessary to be done in and
about the premises as fully, to all intents and purposes, as the undersigned
might or could do if personally present at the doing thereof, hereby ratifying
and confirming all that said attorneys may or shall lawfully do, or cause to be
done, by virtue hereof.

     IN WITNESS WHEREOF, I have hereunto set my hand this 14th day of September
1999.

                                                   /s/  PETER H. PEARSE
                                                   -----------------------------
                                                   Peter H. Pearse
                                                   Director
<PAGE>   11

                               POWER OF ATTORNEY

                         KNOW ALL MEN BY THESE PRESENTS

     WHEREAS, ALCAN ALUMINIUM LIMITED, a Canadian corporation (the
"Corporation"), proposes shortly to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933 as amended (the
"Act"), a Registration Statement on Form S-4 with respect to the offer by the
Corporation to exchange newly issued Common Shares from the Corporation for all
outstanding Pechiney A Shares, Pechiney B Shares and Pechiney ADSs
(collectively, "Pechiney Securities"); and

     WHEREAS, the undersigned is an Officer and/or a Director of the Corporation
as indicated below;

     NOW, THEREFORE, the undersigned hereby constitutes and appoints Serge
Fecteau and Roy Millington, and each of them, as attorneys for the undersigned
and in the undersigned's name, place and stead, and in each of the undersigned's
offices and capacities as an Officer and/or a Director of the Corporation, to
execute and file such Registration Statement, including the related Prospectus,
and thereafter to execute and file any amended Registration Statement or
Statements (including post-effective amendments) and amended prospectus or
prospectuses or amendments or supplements to any of the foregoing, hereby giving
and granting to said attorneys full power and authority to do and perform all
and every act and thing whatsoever requisite and necessary to be done in and
about the premises as fully, to all intents and purposes, as the undersigned
might or could do if personally present at the doing thereof, hereby ratifying
and confirming all that said attorneys may or shall lawfully do, or cause to be
done, by virtue hereof.

     IN WITNESS WHEREOF, I have hereunto set my hand this 15th day of September
1999.

                                                   /s/  SIR GEORGE RUSSELL
                                                   -----------------------------
                                                   Sir George Russell
                                                   Director
<PAGE>   12

                               POWER OF ATTORNEY

                         KNOW ALL MEN BY THESE PRESENTS

     WHEREAS, ALCAN ALUMINIUM LIMITED, a Canadian corporation (the
"Corporation"), proposes shortly to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933 as amended (the
"Act"), a Registration Statement on Form S-4 with respect to the offer by the
Corporation to exchange newly issued Common Shares from the Corporation for all
outstanding Pechiney A Shares, Pechiney B Shares and Pechiney ADSs
(collectively, "Pechiney Securities"); and

     WHEREAS, the undersigned is an Officer and/or a Director of the Corporation
as indicated below;

     NOW, THEREFORE, the undersigned hereby constitutes and appoints Serge
Fecteau and Roy Millington, and each of them, as attorneys for the undersigned
and in the undersigned's name, place and stead, and in each of the undersigned's
offices and capacities as an Officer and/or a Director of the Corporation, to
execute and file such Registration Statement, including the related Prospectus,
and thereafter to execute and file any amended Registration Statement or
Statements (including post-effective amendments) and amended prospectus or
prospectuses or amendments or supplements to any of the foregoing, hereby giving
and granting to said attorneys full power and authority to do and perform all
and every act and thing whatsoever requisite and necessary to be done in and
about the premises as fully, to all intents and purposes, as the undersigned
might or could do if personally present at the doing thereof, hereby ratifying
and confirming all that said attorneys may or shall lawfully do, or cause to be
done, by virtue hereof.

     IN WITNESS WHEREOF, I have hereunto set my hand this 15th day of September
1999.

                                                   /s/  GUY SAINT-PIERRE
                                                   -----------------------------
                                                   Guy Saint-Pierre
                                                   Director
<PAGE>   13

                               POWER OF ATTORNEY

                         KNOW ALL MEN BY THESE PRESENTS

     WHEREAS, ALCAN ALUMINIUM LIMITED, a Canadian corporation (the
"Corporation"), proposes shortly to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933 as amended (the
"Act"), a Registration Statement on Form S-4 with respect to the offer by the
Corporation to exchange newly issued Common Shares from the Corporation for all
outstanding Pechiney A Shares, Pechiney B Shares and Pechiney ADSs
(collectively, "Pechiney Securities"); and

     WHEREAS, the undersigned is an Officer and/or a Director of the Corporation
as indicated below;

     NOW, THEREFORE, the undersigned hereby constitutes and appoints Serge
Fecteau and Roy Millington, and each of them, as attorneys for the undersigned
and in the undersigned's name, place and stead, and in each of the undersigned's
offices and capacities as an Officer and/or a Director of the Corporation, to
execute and file such Registration Statement, including the related Prospectus,
and thereafter to execute and file any amended Registration Statement or
Statements (including post-effective amendments) and amended prospectus or
prospectuses or amendments or supplements to any of the foregoing, hereby giving
and granting to said attorneys full power and authority to do and perform all
and every act and thing whatsoever requisite and necessary to be done in and
about the premises as fully, to all intents and purposes, as the undersigned
might or could do if personally present at the doing thereof, hereby ratifying
and confirming all that said attorneys may or shall lawfully do, or cause to be
done, by virtue hereof.

     IN WITNESS WHEREOF, I have hereunto set my hand this 13th day of September
1999.

                                                   /s/  GERRARD SHULMEYER
                                                   -----------------------------
                                                   Gerrard Shulmeyer
                                                   Director


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