Exhibit
    2




Non-binding
    free translation into English for information purposes only 
    Original in French  Bonds
    convertible into new A Shares and/or
    exchangeable for existing A Shares  Obligations
    à option de conversion et/ou déchange en actions
    nouvelles ou existantes   The bonds convertible into new A Shares and/or
    exchangeable for existing A Shares (the "Bonds") of Pechiney are being offered
    by way of a public offering in France and an offering to institutional investors
    outside of the United States. This document should be read in conjunction
    with Pechineys annual report on Form 20-F filed with the Securities
    and Exchange Commission on 18 March 2002 under the number 1-14110. THIS DOCUMENT CONTAINS A NON-CERTIFIED AND
    NON-BINDING TRANSLATION, PREPARED FOR INFORMATION PURPOSES ONLY, OF THE FRENCH
    LANGUAGENOTE DOPÉRATION DEFINITIVERELATING TO THE ISSUANCE OF THE BONDS, WHICH RECEIVED A VISA NO. 02-306 DATED
    3 APRIL 2002 OF THECOMMISSION DES OPÉRATIONS
    DE BOURSE. IN THE EVENT OF ANY AMBIGUITY OR CONFLICT
    BETWEEN THIS DOCUMENT AND THE FRENCH VERSION OF THENOTE
    DOPÉRATION DEFINITIVE, THE FRENCH VERSION
    OF THENOTE DOPERATION DEFINITIVESHALL PREVAIL. NEITHER PECHINEY NOR THE MANAGERS ASSUME ANY LIABILITY WITH
    RESPECT TO THIS NON-CERTIFIED TRANSLATION. Application has been made to list the Bonds
    on thePremier Marchéof Euronext Paris S.A. with effect from 11 April 2002. The existing A Shares are
    listed on thePremier Marchéof Euronext Paris S.A., and on the New York Stock Exchange in the form of
    American Depositary Shares.  BNP PARIBAS
      JPMorganGlobal Coordinator, Joint Lead
          Manager and Joint Bookrunner
      Joint Lead Manager and Joint Bookrunner    The date of this document is 3 April 2002.




Non-binding free translation into English
    for information purposes only Original in French  This document does not constitute an offer
    of, or an invitation to purchase, any of the Bonds in any jurisdiction in
    which such offer or invitation would be unlawful. No action has been taken
    in any jurisdiction other than France that would permit a public offering
    of the Bonds, or the circulation or distribution of this document or any other
    offering material, where action for that purpose is required. The distribution of this document and the
    offer and sale of the Bonds in certain jurisdictions may be restricted by
    law. Persons receiving this document are required by Pechiney and the underwriters
    to inform themselves about, and to observe, any such restrictions. THIS DOCUMENT HAS NOT BEEN AND WILL NOT
    BE SUBMITTED TO THE CLEARANCE PROCEDURES OF THECOMMISSION
    DES OPÉRATIONS DE BOURSEAND ACCORDINGLY
    MAY NOT BE USED IN CONNECTION WITH ANY OFFER OR SALE OF THE BONDS TO THE PUBLIC
    IN FRANCE. The delivery of this document, or any sale
    made in connection with the offering of the Bonds, shall not under any circumstances
    imply that the information herein contained is correct as of any time subsequent
    to the date hereof or that there has been no change in the affairs of Pechiney
    and its consolidated subsidiaries since the date of this document. The Bonds have not been and will not be
    registered under the United States Securities Act of 1933, as amended (the
    "Securities Act") for offer or sale as part of their distribution and, subject
    to certain exceptions, may not be offered or sold in the United States. The
    Bonds are being offered and sold exclusively outside the United States in
    offshore transactions, in accordance with Regulation S of the Securities Act.
    Terms used in this paragraph have the respective meanings ascribed to such
    terms in Regulation S. This offering is being conducted pursuant
    to the standards and requirements of French laws and regulations. No person has been authorised to give any
    information or to make any representation other than those contained in this
    document, and, if given or made, such information or representations must
    not be relied upon as having been authorised. This communication is directed only to persons
    who (i) are outside the United Kingdom or (ii) fall within Article 19(5) of
    the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001
    (the "Order") or (iii) are persons falling within Article 49(2)(a) to (d)
    ("high net worth companies, unincorporated associations, etc.") of the Order
    (all such persons together being referred to as "relevant persons"). This
    communication must not be acted on or relied on by persons who are not relevant
    persons. Any investment or investment activity to which this communication
    relates is available only to relevant persons and will be engaged in only
    with relevant persons. In connection with this issue, BNP PARIBAS,
    or any person acting on its behalf, acting on behalf of the Managers may over-allot
    or effect transactions for a limited period with a view to supporting the
    market price of the Bonds at a level higher than that which might otherwise
    prevail. However, there is no obligation on BNP PARIBAS, or any person acting
    on its behalf, to carry out such activities. Such stabilis ation, if commenced,
    may be discontinued at any time, and must be brought to an end after a limited
    period.




Non-binding
    free translation into English for information purposes only Original in French  PECHINEY A
    French limited liability company (société
    anonyme) with a Board of Directors, having a share
    capital of EUR 1,257,842,371.75 Registered Office: 7, place du Chancelier
    Adenauer, 75116 Paris Registered
    with the Paris Registry of Companies and Commerce under number 562 095 166
    RCS Paris FINAL
    PROSPECTUS (NOTE
    DOPERATION DEFINITIVE) MADE
    AVAILABLE TO THE PUBLIC IN FRANCE WITH RESPECT TO THE ISSUANCE AND ADMISSION
    TO LISTING ON THEPREMIER MARCHÉOF EURONEXT PARIS S.A. OF BONDS WITH AN AGGREGATE  PRINCIPAL
    AMOUNT OF EUR 517,499,969, WHICH MAY BE INCREASED TO EUR 595,124,859 REPRESENTED
    BY BONDS EACH WITH A PRINCIPAL AMOUNT OF EUR 75.25 CONVERTIBLE INTONEW
    A SHARES AND/OR EXCHANGEABLE FOR EXISTING A SHARES (OBLIGATIONS
    À OPTION DE CONVERSION EN ACTIONS A NOUVELLES ET/OU DÉCHANGE
    EN ACTIONS A EXISTANTES) A
    legal notice will be published in theBulletin des
    Annonces légales obligatoireson 5 April
    2002 Visa
          of theCommission des opérations
          de bourse
        Pursuant
          to Articles L. 412-1 and L. 621-8 of the French Monetary and Financial
          Code (Code monétaire et financier),
          theCommission des opérations de boursegranted a visa No. 02-306 dated 3April
          2002 to this final prospectus, in accordance with the provisions of
          its regulation No. 98-01. This final prospectus has been prepared by
          the issuer and renders its signatories liable for the contents thereof.
          The visa does not imply approval of the suitability of the transaction
          or authentication of the accounting and financial items included herein.
          It has been granted after review of the relevance and consistency of
          the information disclosed herein, in light of the proposed transaction
          offered to investors.  Warning
        TheCommission des opérations de boursedraws the attention of the public to the particular characteristics
          of the financial instruments described in this final prospectus. Such
          financial instruments are governed by Articles L. 228-91et
          seq.of the French Commercial Code (Code
          de commerce) and do not follow all of the
          terms and conditions of convertible or exchangeable bonds. In particular,
          in the event of early redemption or redemption at maturity, holders
          shall be entitled to exercise their rights to receive shares only during
          the period between the date of the notice announcing such redemption
          (which shall be published no later than one month before such redemption
          date) and the seventh business day preceding the actual date of such
          redemption.  This
    final prospectus consists of: Pechineys document
      de référence, which was registered with theCommission
      des opérations de bourseon 1 March
      2002, under the number D 02-0085;
    the preliminary prospectus
      (note d'opération préliminaire) which the Commission
      des opérations de boursegranted a
      visa No. 02-303 dated 3 April 2002; and
    this final prospectus (note
      dopération définitive). Copies
  of this final prospectus are available free of charge at the offices of the
  financial institutions set forth below, as well as at Pechineys registered
  office, which is located at 7, place du Chancelier Adenauer, 75116 Paris. BNP PARIBAS
    JPMorganGlobal Coordinator, Joint Lead Manager
        and Joint Bookrunner
    Joint Lead Manager and Joint Bookrunner


4


Non-binding
      free translation into English for information purposes only Original in
      French  PECHINEY  SUMMARY
      TERMS AND CONDITIONS OF THE BONDS CONVERTIBLE INTO NEW A SHARES AND/OR
      EXCHANGEABLE FOR EXISTING A SHARES   PRINCIPAL
            AMOUNT OF THE ISSUE AND NUMBER OF BONDS ISSUED
          The
            initial principal amount of this issue is equal to EUR 517,499,969,
            divided into 6,877,076 Bonds.
          In
            order to cover any over-allotments, Pechiney has granted to the Joint
            Lead Managers and Bookrunners, on behalf of the Managers, an over-allotment
            option of up to 15 per cent. of the initial principal amount of the
            issue. This over-allotment option will be exercisable once only and
            will expire on 8 April 2002. If the over-allotment option is exercised
            in full, the total principal amount of this issue will be equal to
            EUR 595,124,859, divided into 7,908,636 Bonds.
          PRINCIPAL
            AMOUNT OF EACH BOND
          The
            principal amount of each Bond is EUR 75.25, representing a premium
            of approximately 28 per cent. compared with the reference price of
            the A Shares.
          ISSUE
            PRICE
          The
            issue price is equal to par and is payable in full on the settlement
            date.
          ISSUE
            AND SETTLEMENT DATE
          11
            April 2002.
          DURATION
            OF THE BONDS
          Four
            years and 265 days from the settlement date.
          ANNUAL
            INTEREST
          The
            Bonds will bear interest at a rate of 1.25 per cent. per annum, or
            EUR 0.94 per Bond, payable annually in arrears on 1 January of each
            year (or the following business day). For the period from the settlement
            date of the Bonds to 31 December 2002, an interest amount of EUR 0.68
            per Bond will be payable on 1 January 2003 (or the following business
            day).
          GROSS
            YIELD TO MATURITY
          3.25
            per cent. at the settlement date (in the absence of conversion into
            or exchange for A Shares and in the absence of redemption prior to
            maturity).
          REDEMPTION
            AT MATURITY
          Redemption
            in full on 1 January 2007 (or the following business day) at a principal
            amount of EUR 82.81 per Bond, equal to approximately 110.05 per cent.
            of the principal amount per Bond.


5


Non-binding
      free translation into English for information purposes only Original in
      French  EARLY
            REDEMPTION AT THE OPTION OF PECHINEY
          Possible:
          in whole or in part, by means of repurchases
              on or off-market or by means of public offers;
            in whole only, for all the Bonds outs tanding
              from 1 January 2005 until the seventh business day preceding the
              redemption date (i.e., until a date expected to be 20 December 2006),
              at an early redemption price which will ensure that an initial Bondholder
              receives a gross yield to maturity equivalent to that which would
              have been received in the event of redemption at maturity, if the
              product of (i) the applicable Conversion/Exchange Ratio and (ii)
              the arithmetic average of the closing prices of Pechiney's category
              "A" ordinary shares (each, an "A Share") on thePremier
              Marchéof Euronext Paris S.A. calculated
              over a period of 20 consecutive stock exchange trading days during
              which the A Shares are quoted, as selected by Pechiney from among
              the 40 consecutive stock exchange trading days during which the
              A Shares are quoted preceding the date of publication of the notice
              announcing such early redemption, exceeds 130 per cent. of such
              early redemption price;
            in whole only, for all the Bonds outstanding
              at any time, at the early redemption price as defined above, if
              less than 10 per cent. of the Bonds issued remain outstanding.EARLY
            REDEMPTION IN THE EVENT OF DEFAULT
          The
            Bonds will be redeemable in accordance with the terms of paragraph
            2.3.16 ("Early redemption of the Bonds in the event of default").
          CONVERSION
            AND/OR EXCHANGE OF THE BONDS FOR A SHARES
          Bondholders
            may request the conversion and/or exchange of the Bonds for A Shares
            at any time from the 40thday following the settlement date (i.e., from 21 May 2002) until the
            seventh business day preceding the redemption date (i.e., until a
            date expected to be 20 December 2006), at a ratio of one A Share per
            Bond, subject to the adjustments provided for in paragraph 2.6.7.3
            ("Adjustment in the event of financial transactions").
          Pechiney
            may, at its option, deliver new A Shares and/or existing A Shares.
          PREFERENTIAL
            SUBSCRIPTION RIGHTS AND PRIORITY SUBSCRIPTION PERIOD
          Pechineys
            shareholders have waived their preferential subscription rights. No
            priority subscription period is applicable.
          SUBSCRIPTION
            PERIOD
          The
            placement of the Bonds with institutional investors took place on
            3 April 2002. Subscription will be open to individuals in France from
            4 April 2002 to 8 April 2002 inclusive.
          RIGHTS
            ATTACHED TO NEW A SHARES ISSUED FOLLOWING CONVERSION
          New
            A Shares to be issued following conversion of the Bonds shall carry
            full rights from the first day of the financial year in which the
            Bonds are so converted (including all dividends payable in respect
            of the financial year in which the conversion occurs and in respect
            of subsequent years).
          RIGHTS
            ATTACHED TO EXISTING A SHARES DELIVERED FOLLOWING EXCHANGE
          Existing
            A Shares delivered on exc hange of the Bonds shall carry full rights
            from the date of delivery (including all dividends payable following
            delivery of such A Shares).


6


Non-binding
      free translation into English for information purposes only Original in
      French  RATING
            OF THE BONDS
          The
            Bonds have not been rated.
          CLOSING
            PRICE OF THE A SHARES
          The
            reference price of the A Shares is EUR 58.80 per A Share.
          APPLICABLE
            LAW
          French
            law.
          LISTING
            OF THE BONDS
          Premier
            Marchéof Euronext Paris S.A.
          LISTING
            OF THE A SHARES
          The
            A Shares to be delivered upon conversion or exchange will be listed
            on thePremier Marchéof Euronext Paris S.A.
          CLEARING
          Euroclear
            France, Euroclear Bank S.A./N.V. and/or Clearstream Banking,société
            anonyme.


7


Non-binding
      free translation into English for information purposes only Original in
      French CHAPTER
    I PERSONS
    ASSUMING RESPONSIBILITY FOR THE FINAL PROSPECTUS AND THE AUDITING OF THE ACCOUNTS 1.1 PERSON
      RESPONSIBLE FOR THE FINAL PROSPECTUS Jean-Pierre
      Rodier, Chairman of
    the Board of Directors (Président du conseil dadministration). 1.2 ATTESTATION
      OF THE PERSON RESPONSIBLE FOR THE FINAL PROSPECTUS "To my knowledge,
    the information in this final prospectus is true and accurate. This document
    contains all the information necessary to enable investors to form an opinion
    as to the assets and liabilities, activities, financial position, results
    and prospects of Pechiney, as well as with respect to the rights attached
    to the securities being offered. No information has been omitted that would
    alter the meaning of the contents of this document." Jean-Pierre RodierChairman of the Board of Directors
        (Président du conseil dadministration)  1.3 PERSONS
      RESPONSIBLE FOR THE AUDITING OF THE ACCOUNTS 1.3.1
      Statutory auditors Befec  Price Waterhouse
      32, rue Guersant, 75017 Paris
      represented by Marc Chauveau and Thierry Charron,
    Date of first appointment: 30 June 1988,
    Renewal
      date of current appointment: ordinary general shareholders meeting
      held on 30 March 2000
    Expiry date
      of current appointment: at the end of the general shareholders meeting
      called to approve the financial statements of the financial year 2005 Deloitte
        Touche Tohmatsu - Audit
      185, avenue
        Charles de Gaulle , 92200 Neuilly-sur-Seine
        represented by Jean-Luc Poumarède and Dominique Descours
      Date of
        first appointment: 30 June 1988
      Renewal
        date of current appointment: ordinary general shareholders' meeting held
        on 30 March 2000
      Expiry
        date of current appointment: at the end of the general shareholders
        meeting called approve the financial statements of the financial year
        2005  1.3.2 Substitute
    statutory auditors Jacques Denizeau
    32, rue
      Guersant, 75017 Paris
    Date
      of first appointment: 27 June 1995


8


Non-binding
    free translation into English for information purposes only Original in French Renewal
      date of current appointment: ordinary general shareholders meeting
      held on 30 March 2000
      Expiry
        date of current appointment: at the end of the general shareholders
        meeting called to approve the financial statements of the financial year
        2005 Bureau dEtudes Administratives Sociales et Comptables
      - BEAS 
      7-9, villa Houssay, 92200 Neuilly-sur-Seine
      Date of
        first appointment: ordinary general shareholders meeting held on
        30 March 2000
      Expiry
        date of current appointment: at the end of the general shareholders
        meeting called to approve the financial statements of the financial year
        2005  1.3.3 Certificate
    of the statutory auditors In our capacity
    as statutory auditors of Pechiney and as required by COB regulation COB 98-01,
    we have examined, in accordance with French professional standards, the information
    on the financial position and the historical accounts included in thisnote dopération définitiveprepared for the purposes of the issuance and admission to the Premier
    Marché of Euronext Paris S.A. of bonds convertible into new A Shares
    and/or exchangeable for existing A Shares in a principal amount of EUR 517,499,969
    which may be increased to a maximum of EUR 595,124,859. This note
    dopération définitive should be read in conjunction
    with the document de référence for the financial year
    ended 31 December 2001 filed with the Commission des opérations
    de bourse on 1 March 2002 under no. D 02-0085. We have already provided
    a certificate concerning thedocument de référence, stating
    that we had nothing to report with respect to the fairness of the information
    on the financial position and accounts contained therein. This note
    dopération définitive is the responsibility of the
    Chairman of the Board of Directors of Pechiney. Our responsibility is to express
    an opinion on the fairness of the information on the financial position and
    the accounts contained in this note dopération définitive. Our procedures,
    which were performed in accordance with French professional standards, consisted
    of assessing the fairness of the information on the financial position and
    the accounts and verifying that this information agrees with the audited financial
    statements, reading the other information contained in this note dopération
    définitive in order to identify any material inconsistencies with
    the information on the financial position and the accounts, and reporting
    any manifestly incorrect information that came to our attention, based on
    our overall knowledge of Pechiney, as acquired during our audit. This note
    dopération définitive does not contain forward-looking
    information determined according to a structured process. We audited
    the consolidated financial statements for the years ended 31 December 1999,
    2000 and 2001, as approved by the Board of Directors in accordance with auditing
    standards generally accepted in France. Our reports on these consolidated
    financial statements did not contain any qualifications or observations.


9


Non-binding
    free translation into English for information purposes only Original in French Based on the
    procedures described above, we have nothing to report with respect to the
    fairness of the information on the financial position and the historical financial
    statements contained in thisnote dopération
    définitive. Paris, 3 April
    2002 The
    Statutory Auditors  Befec-Price Waterhouse
      Deloitte Touche Tohmatsu-AuditMarc Chauveau
      Thierry Charron
      Jean-Luc Poumarède
      Dominique Descours  1.4 PERSON
    RESPONSIBLE FOR FINANCIAL INFORMATION Mr. Charles
    Ranunkel 
    Head of Investor Relations 
    Pechiney 7, place du
    Chancelier Adenauer, 75116 Paris 
    Tél: +33 1 56 28 25 05


10


Non-binding
    free translation into English for information purposes only Original in French CHAPTER
    II ISSUE
    AND ADMISSION TO THE PREMIER MARCHÉ OF BONDS CONVERTIBLE INTO
    NEW A SHARES AND/OR EXCHANGEABLE FOR EXISTING A SHARES  2.1 INFORMATION
    RELATING TO THE ISSUE 2.1.1 Authorisations 2.1.1.1
    General shareholders meeting authorising the issue The ordinary
    and extraordinary general shareholders meeting (assemblée
    générale mixte) of Pechiney held on 28 March 2002, in compliance
    with the rules relating to quorum and voting for extraordinary general meetings,
    after considering the report of the Board of Directors and the auditors
    special report, pursuant to its twenty-third resolution:  authorised the Board of Directors ( conseil dadministration),
      in accordance with Article L.225-129 III of the French Commercial Code (Code
      de commerce), for a period of 26 months from the date of the general
      shareholders meeting held on 28 March 2002, to proceed with the increase
      of Pechiney's share capital through the issue on one or more occasions,
      without shareholders preferential subscription rights, of (among other
      things) securities giving access, immediately or in the future, to a portion
      of the share capital of Pechiney;
  decided
      to limit of the amount of issues which may be made by virtue of this authorisation
      as follows:

  the maximum nominal amount of shares to be issued
      without shareholders preferential subscription rights under this twenty-third
      resolution shall not exceed the overall limit of EUR 245 million, which
      includes the nominal amount of any issuances of new shares that may be required
      in order to maintain the rights of holders of certain securities giving
      access to Pechineys share capital; and  the maximum principal amount of debt securities of the
      Company that give access in the future to a portion of Pechineys share
      capital, which can be issued without preferential subscription rights for
      shareholders under this twenty-third resolution, cannot exceed the overall
      limit of EUR 700 million, or the equivalent thereof in the case of an issue
      in foreign currency or in any unit established by reference to a set of
      currencies;decided that this twenty-third resolution implies an
    automatic waiver of the shareholders preferential subscription rights
    to the A Shares to which these securities will give a right, in favour of
    the holders of any securities giving access to a portion of Pechineys
    share capital that may be issued pursuant to this authorisation; and
  decided that the Board of Directors will have full powers
    to use this authorisation, with the ability to delegate such powers to its
    Chairman in accordance with the law. 2.1.1.2
    Decisions of the Board of Directors and the Chairman of the Board of Directors By virtue
    of the authorisation granted by the ordinary and extraordinary general shareholders
    meeting (assemblée générale mixte) of Pechiney
    held on 28 March 2002, the Board of Directors decided, at its meeting held
    on 28 March 2002, to delegate to its Chairman, under applicable laws and regulations,
    the necessary powers to proceed with the issue, without shareholders
    preferential subscription rights, of bonds


11


Non-binding
    free translation into English for information purposes only Original in French convertible
    into new A Shares and/or exchangeable for existing A Shares, as provided in
    particular in the twenty-third resolution of the general shareholders
    meeting of 28 March 2002, and within the limits set by that resolution. In accordance
    with the delegation granted by the Board of Directors, the Chairman, by two
    decisions dated 2 and 3 April 2002, decided to use such delegation in order
    to issue the Bonds that are the subject of this final prospectus and determined
    the terms and conditions of the Bonds as follows.  2.2 INFORMATION
    ON THE BONDS 2.2.1 Number
    and principal amount of the Bonds, proceeds of the issue In this final
    prospectus, a "Bond" is a bond convertible into a new A Share and/or exchangeable
    for an existing A Share having all the characteristics described in this final
    prospectus. 2.2.1.1
    Number and principal amount of the Bonds This issue
    by Pechiney of 1.25 per cent. Bonds due 7 January 2007 will consist of a total
    initial principal amount of EUR517,499,969,
    divided into 6,877,076 Bonds. In order to
    cover any over-allotments, Pechiney has granted to the Joint Lead Managers
    and Bookrunners, on behalf of the Managers, an over-allotment option of up
    to 15 per cent. of the initial principal amount of the issue. This over-allotment
    option will be exercisable once only and will expire by 8 April 2002. If the
    over-allotment option is exercised in full, the total principal amount of
    this issue will be equal to EUR 595,124,859, divided into 7,908,636 Bonds. 2.2.1.2
    Proceeds of the issue The gross
    proceeds of the issue will be EUR 517,499,969. The gross proceeds may be increased
    up to a maximum amount of EUR 595,124,859 , assuming exercise in full of the
    over-allotment option. The net proceeds
    of the issue to be paid by Pechiney will be approximately EUR 511,766,220
    (or EUR 588,576,050 if the over-allotment option is exercised in full) after
    deduction of expenses of approximately EUR 5,733,750 consisting of commissions
    due to the financial intermediaries and legal and administrative expenses. 2.2.2 Structure
    of the issue 2.2.2.1
    Placement The Bonds
    are offered in a global offering: in France, to legal entities and individuals; and
    outside France by way of a private placement, in accordance
      with the rules applicable in each country where the placement is made, with
      the exception of the United States of America, Canada and Japan, where no
      placement may be made. No specific
    tranche of Bonds is designated for a particular market. 2.2.2.2
    Selling restrictions The distribution
    of this final prospectus and the offer or sale of the Bonds may, in certain
    jurisdictions, be subject to specific regulations. Persons in possession of
    this final prospectus should inform themselves of and comply with any local
    restrictions. The financial
    institutions responsible for the placement will comply with the laws and regulations
    in effect in each jurisdiction in which this final prospectus or any other
    offering document will be distributed or the


12


Non-binding
    free translation into English for information purposes only Original in French Bonds will
    be offered or sold and, in particular (but without limitation), with the selling
    restrictions set out below. United Kingdom
    selling restrictions Each financial
    institution involved in the offering represents, warrants and agrees that:  (i)
      it has not offered or sold and, prior
        to the expiry of a period of six months from the settlement date, will
        not offer or sell any Bonds to persons in the United Kingdom except to
        persons whose ordinary activities involve them in acquiring, holding,
        managing or disposing of investments (as principal or agent) for the purposes
        of their businesses or otherwise in circumstances which have not resulted
        and will not result in an offer to the public in the United Kingdom within
        the meaning of the Public Offers of Securities Regulations 1995;(ii)
      it has only communicated or caused to
        be communicated and will only communicate or cause to be communicated
        any invitation or inducement to engage in investment activity (within
        the meaning of Section 21 of the Financial Services and Markets Act 2000
        ("FSMA")) received by it in connection with the issue or sale of any Bonds
        under circumstances in which Section 21(1) of the FSMA does not apply
        to Pechiney;(iii)
      it has complied and will comply with
        all applicable provisions of the FSMA with respect to anything done by
        it in relation to the Bonds in, from or otherwise involving the United
        Kingdom.  United
    States selling restrictions The Bonds
    and the A Shares of Pechiney to be issued or delivered upon conversion and/or
    exchange of the Bonds have not been and will not be registered under the Securities
    Act, and may not be offered or sold in the United States of America or to,
    or for the account or benefit of, U.S. persons except in certain transactions
    exempt from the registration requirements of the Securities Act and other
    applicable laws. Each institution
    participating in the offering agrees and warrants that it will not offer and
    sell the Bonds (i) as part of their distribution at any time or (ii) otherwise
    until 40 days after the later of the commencement of the offering and the
    settlement date within the United States or to, or for the account or benefit
    of, U.S. persons, and it will have sent to each distributor or dealer to which
    it sells Bonds during the distribution compliance period a confirmation or
    other notice setting forth the restrictions on offers and sales of the Bonds
    and shares of Pechiney to be issued or delivered upon conversion and/or exchange
    of the Bonds within the United States or to, or for the account or benefit
    of, U.S. persons. The terms
    used in the two preceding paragraphs have the same meaning as set out in Rule
    S of the Securities Act. The Bonds
    are being offered and sold outside the United States to non-U.S. persons in
    reliance on Regulation S. In addition,
    until 40 days after the later of the commencement of the offering and the
    last related settlement date of the Bonds, an offer or sale of Bonds within
    the United States by a dealer that is not participating in the offering may
    violate the registration requirements of the Securities Act. Canadian
    and Japanese selling restrictions Each institution
    involved in the offering represents and warrants that it has not offered nor
    sold Bonds, and will not offer or sell Bonds, in Canada or Japan. 2.2.3 Preferential
    subscription rights, priority subscription period


13


Non-binding
    free translation into English for information purposes only Original in French The shareholders
    of Pechiney expressly waived their preferential subscription rights with respect
    to the Bonds at the ordinary and extraordinary general shareholders
    meeting (assemblée générale
    mixte) held on 28 March 2002. This decision also
    includes an express waiver of their preferential subscription rights to any
    new A Shares to be is sued upon conversion of the Bonds. No priority
    subscription period (délaide priorité)
    for Pechineys shareholders is applicable. 2.2.4 Subscription
    period The placement
    of Bonds with institutional investors took place on 3 April 2002. The subscription
    will be open to individuals in France from 4 April 2002 to 8 April 2002 inclusive. Indicative
    timetable of the offering: 3 April 2002(morning)
      Visa of theCommission
        des opérations de bourseon the preliminary
        prospectus3 April 2002
      Bookbuilding3 April 2002(evening)
      Determination of the final terms of the
        issue and visa of theCommission des
        opérations de bourseon this final
        prospectus4 April 2002
      Commencement of the public subscription
        period8 April 2002
      End of the public subscription period8 April 2002
      Deadline for exercise of the over-allotment
        option11 April 2002
      Settlement and delivery of the Bonds  The actual
    principal amount of the issue and final number of Bonds issued will be determined
    by 8 April 2002 and will be set out in a notice (avis) published by
    Euronext Paris S.A. as soon as possible after such date. 2.2.5 Financial
    institutions responsible for the placement Subscription
    orders for the Bonds must be placed with BNP PARIBAS or J.P. Morgan Securities
    Ltd., in their capacity as Joint Lead Managers and Joint Bookrunners, who
    will lead manage the offering. 2.3 TERMS
    AND CONDITIONS OF THE BONDS 2.3.1 Nature,
    form and delivery of the Bonds The Bonds
    to be issued by Pechiney are neither convertible bonds (obligations convertibles
    en actions) within the meaning of Articles L.225-161et seq. of
    the French Commercial Code, nor exchangeable bonds (obligations échangeables)
    within the meaning of Articles L.225-168 et seq. of the French Commercial
    Code, but rather securities giving the right to receive shares representing
    a portion of Pechineys share capital, within the meaning of Articles
    L.228-91 et seq. of the French Commercial Code. Accordingly, the provisions
    of articles L.225-161 et seq. and of article L.225-168 et seq. of the
    French Commercial Code will not apply to this issue. The Bonds
    will be governed by French law. The Bonds
    will be in either dematerialised bearer or registered form, at the option
    of the holders. The Bonds will in any event be issued in dematerialised book-entry
    form (inscrites en compte) and held, as the case may be, by:


14


Non-binding
    free translation into English for information purposes only Original in French BNP Paribas Securities S.A. acting on behalf of Pechiney
      in respect of fully registered Bonds (nominatifs purs);
    an authorised financial intermediary (intermédiaire
      financier habilité) selected by the Bondholder, and by
      BNP Paribas Securities S.A. acting on behalf of Pechiney, in respect of
      Bonds in administered registered form (nominatifs administrés);
      or
    an authorised financial intermediary selected by the
      Bondholder in respect of Bonds in bearer form (au porteur). Application
    to the RELIT-SLAB settlement and delivery system of Euroclear France has been
    made. (Sicovam Code: 18840 and ISIN Code: FR0000188401). The Bonds
    will be accepted for clearance through Euroclear France, which will administer
    the clearing of Bonds between account holders. The Bonds will also be accepted
    for clearance through Euroclear Bank S.A./N.V. and Clearstream Banking S.A,
    Luxembourg. (Common code: 014613447). The Bonds
    will be inscribed in book-entry form and transferable as from the settlement
    date. 2.3.2 Principal
    amount of each Bond  Issue price The principal
    amount of each Bond has been set at EUR 75.25, representing a premium of approximately
    28 per cent. compared with the reference price of the A Shares. The Bonds
    will be issued at par, namely at a price of EUR 75.25 per Bond, payable in
    full on the settlement date. 2.3.3 Issue
    date 11 April 2002. 2.3.4 Settlement
    date 11 April 2002. 2.3.5 Nominal
    interest rate The annual
    nominal interest rate is 1.25 per cent. 2.3.6 Annual
    interest The Bonds
    will bear interest at a rate of 1.25 per cent. per annum, or EUR 0.94 per
    Bond, payable annually in arrears on 1 January of each year (or the following
    business day). For the period from the settlement date of the Bonds to 31
    December 2002, an interest amount of EUR 0.68 will be payable on 1 January
    2003 (or the following business day). All interest
    payments relating to an interest period of less than one full year will be
    calculated on the basis of the above-mentioned annual interest rate multiplied
    by the number of days elapsed in the relevant period divided by 365 for a
    365-day year (or by 366 for a leap year). Subject to
    the provisions of paragraph 2.6.5 ("Rights of Bondholders to payments of interest
    on the Bonds and dividends on A Shares delivered") below, interest will cease
    to accrue from the date of redemption of the Bonds. Claims in
    respect of interest payments shall be void after a period of five years from
    the due date of payment. A "business
    day" shall mean any day (other than a Saturday or Sunday) on which banks are
    open in Paris and on which Euroclear France operates normally.


15


Non-binding
    free translation into English for information purposes only Original in French 2.3.7 Redemption 2.3.7.1
    Redemption at maturity Unless they
    are subject to early redemption, exchange or conversion, the Bonds will be
    redeemed in full in cash on 1 January 2007 (or the following business day)
    at a price of EUR 82.81 per Bond, or approximately 110.05 per cent. of the
    principal amount of each Bond. Claims in
    respect of principal shall be void after a period of 30 years from the redemption
    date. 2.3.7.2
    Early redemption by repurchase or public offer In addition
    to its obligation to redeem the Bonds at maturity, Pechiney reserves the right
    to redeem the Bonds, in whole or in part, at any time, without limitation
    as to price or quantity, by repurchasing the Bonds, either on or off market,
    or by means of a public repurchase or exchange offer. Any such transaction
    shall not affect the due date for redemption of any Bonds remaining outstanding
    thereafter. 2.3.7.3
    Early redemption at the option of Pechiney (a)
      Pechiney may, at its sole
        option and at any time from 1 January 2005 until the seventh business
        day preceding the scheduled redemption date, (i.e., until a date expected
        to be 20 December 2006), redeem the outstanding Bonds, in whole only,
        prior to maturity subject to the following conditions:(i)
      the redemption
          price shall be determined such that an initial Bondholder receives a
          gross yield to maturity equivalent to that which would have been received
          in the event of redemption at maturity;(ii)
      such early redemption
          shall only be possible if the product of:
        the then prevailing Conversion/Exchange Ratio
            (as defined in paragraph 2.6.3 "Exercise period and Conversion/Exchange
            Ratio");and
        the arithmetic average of the closing prices
            of the A Shares on thePremier
            Marchéof Euronext Paris S.A.
            calculated over a period of 20 consecutive stock exchange trading
            days during which the A Shares are quoted, as selected by Pechiney
            from among the 40 consecutive stock exchange trading days during which
            the A Shares are quoted preceding the date of publication of the notice
            announcing such early redemption (as set forth in paragraph 2.3.7.4
            ("Publication of information at the time of early redemption or redemption
            at maturity");exceeds 130 per cent. of such early redemption price.A "stock
          exchange trading day" shall mean any business day on which Euronext
          Paris S.A. quotes the A Shares, other than a day on which such quotation
          ceases prior to the usual closing time.
        For
          information purposes, the table below sets forth, for each interest
          payment date during the early redemption option period, the early redemption
          price of each Bond in the event of redemption, the minimum trading price
          per A Share required in order to allow early redemption, the implied
          average annual growth rate for the A Shares in the case of exercise
          of the conversion/exchange rights , and the yield to maturity for any
          Bondholder that exercises its right to convert and/or exchange for A
          Shares:


16


Non-binding
    free translation into English for information purposes only Original in French Early redemption
        Date
      
      Early redemption
        Price
      
      Minimum trading price per
        A Share required in order
        to allow early redemption
      
      Implied average
        annual growth rate for
        the A Shares
      
      Yield to
        maturity for any
        Bondholder exercising its
        conversion/exchange
        right1 January 2005
      
      EUR 79.41
      
      EUR 103.23
      
      22.91 %
      
      13.44 %1 January 2006
      
      EUR 81.03
      
      EUR 105.34
      
      16.92 %
      
      10.56 %  (b)
      Pechiney may, at its sole option, redeem
        at any time all of the Bonds outstanding at a price equal to the early
        redemption price determined in accordance with paragraph (a)(i) above,
        if less than 10 per cent. of the Bonds issued remain outstanding.(c)
      In each of the cases specified in paragraphs
        (a) and (b) above, the Bondholders shall remain entitled to exercise their
        right to convert and/or exchange Bonds for A Shares in accordance with
        the provisions of paragraph 2.6.3 ("Exercise period and Conversion/Exchange
        Ratio").(d)
      In each case specified in paragraphs
        (a) and (b) above, interest shall cease to accrue from the effective date
        of redemption of the Bonds by Pechiney. 2.3.7.4
    Publication of information at the time of early redemption or redemption at
    maturity Information
    relating to the number of Bonds redeemed, converted or exchanged, and the
    number of Bonds remaining outstanding, will be provided at least once a year
    to Euronext Paris S.A. for publication and may be obtained from Pechiney or
    the fiscal and paying agent mentioned in paragraph 2.5.1 ("Paying Agent"). For so long
    as regulations in force so require, any decision by Pechiney to redeem the
    Bonds at or prior to maturity shall be published by notice in the Journal
    Officiel no later than one month prior to the redemption date. In addition,
    such notice shall be published in a financial newspaper with a national circulation
    in France and via a notice to be issued by Euronext Paris S.A. 2.3.7.5
    Cancellation of Bonds Bonds redeemed
    at or prior to maturity, Bonds repurchased on or off market or by way of public
    offers, as well as Bonds that have been converted or exchanged, shall cease
    to be considered outstanding and shall be cancelled in accordance with French
    law. 2.3.8
    Gross yield to maturity The gross
    yield to maturity will be equal to 3.25 per cent. per annum at the settlement
    date (in the absence of conversion and/or exchange into A Shares and in the
    absence of redemption prior to maturity). The gross yield to maturity will
    be determined in accordance with paragraph 2.3.2 ("Principal amount of each
    Bond  Issue price"). The gross
    yield to maturity on the French bond market is the annual rate that, at a
    given date, is equal, on a compounded interest basis, to the present values
    of all amounts payable and of all amounts receivable under the Bonds (as defined
    by the Bond Standardisation Committee (Comité de normalisation obligataire)).
    It is indicative of the effective yield only for holders who retain their
    Bonds until redemption and, in the case of an early redemption, for holders
    who opt for the redemption of their Bonds prior to maturity rather than their
    conversion. For information
    purposes, the table below sets forth the required minimum trading prices of
    the A Shares at the redemption date in order to provide various yield spreads
    over Treasury bonds with the same maturity date as well as the implied internal
    growth rate of the A Shares:


17


Non-binding
    free translation into English for information purposes only Original in French Gross yield to maturity at the
      Trading price of the
      Average annual growthsettlement
          date(1)
      shares at maturity
      rate of the A Shares(2)(3)OAT(4)- 1 % = 3.77 %
      EUR 85.81
      8.32 %OAT
          = 4.77 %
      EUR 89.88
      9.39 %OAT
          + 1 % = 5.77 %
      EUR 94.09
      10.45 % (1)
      The gross yield to maturity derived
        from French 5 per cent. Obligations assimilables du Trésor
        due December 2006 and French 3.75 per cent. Obligations assimilables
        du Trésor due December 2007 is equal to 4.77 per cent.(2)
      Excluding the effect of dividend payments.(3)
      Compared to the reference price of EUR
        58.80 calculated at 11 April 2002, not including the last coupon.(4)
      French Treasury bonds (Obligations
        assimilables du Trésor). 2.3.9 Term
    and average duration The scheduled
    term of the Bonds is four years and 265 days from the settlement date to the
    maturity date. The average duration is identical to such term of the Bonds
    in the absence of conversion and/or exchange and in the absence of early redemption. 2.3.10
    Further issues If Pechiney
    subsequently issues new bonds that have the same rights as the Bonds in all
    respects, Pechiney may, without the consent of the Bondholders and provided
    that the terms and conditions of all such bonds so permit, consolidate bonds
    of any such subsequent issues with the Bonds, thereby treating such bonds
    as the same issue as the Bonds for the purposes of servicing and trading. 2.3.11
    Status and negative pledge 2.3.11.1
    Status The Bonds
    and the interest thereon constitute direct, unconditional, unsubordinated
    and unsecured obligations of Pechiney, and rank equally amongst themselves
    andpari passuwith all
    other unsecured and unsubordinated debts and guarantees, present and future,
    of Pechiney (except for debts and guarantees having a priority granted by
    law). 2.3.11.2
    Negative pledge So long as
    any of the Bonds remain outstanding, Pechiney shall not grant any charge (hypothèque)
    over its present or future assets or real property interests, nor any pledge
    (nantissement) on its business (fonds de commerce) or any other
    security (sûreté réelle) on its assets, present
    or future, in each case for the benefit of other bonds listed or capable of
    being listed on a regulated market without granting similar or equivalent
    security to the Bondholders and ensuring that the Bonds have the same ranking.
    This undertaking is given only in relation to security interests granted its
    favour of holders of other bonds ( obligations) issued by Pechiney that are
    listed or capable of being listed on a regulated market and does not affect
    in any way Pechineys right to otherwis e dispose of its assets or to
    grant any security in respect of such assets in any other circumstances. This undertaking
    does not apply to charges ( hypothèques), pledges ( nantissements)
    and other securities (sûretés) linked to an asset acquired
    or developed after the issue date of the Bonds, granted solely to finance
    such acquisition or development and in a principal amount not exceeding the
    value of such acquisition or development. 2.3.12
    Guarantee No payment
    of interest, redemption amounts, taxes, costs or ancillary amounts has been
    guaranteed.


18


Non-binding
    free translation into English for information purposes only Original in French 2.3.13
    Underwriting  Underwriting Agreement A syndicate
    of financial institutions led by BNP PARIBAS and J.P. Morgan Securities Ltd.
    will underwrite the issue of the Bonds pursuant to the terms of an underwriting
    agreement (contrat global de garantie) entered into with Pechiney on
    3 April 2002. 2.3.14
    Representation of Bondholders In accordance
    with Article L.228-46 of the French Commercial Code, the Bondholders will
    be grouped together in a collective group (the "Masse"),
    which shall exist as a legal entity. (a)
      Acting representatives of theMasseof Bondholders.In accordance with Article L.228-47 of the French
          Commercial Code, the acting representatives of the Masse of Bondholders
          will be Jean-Marcel François , residing at La Thibaudière,
          4, rue des Cures, 77400 Thorigny-sur-Marne and Christian Vallet, residing
          at 28, avenue Charles Floquet, 75007 Paris.
        The acting
          representatives will have the power, without restriction or reservation,
          acting jointly or separately, to carry out, on behalf of the Masse,
          all actions of an administrative nature that may be necessary to protect
          the interests of the Bondholders.
        They
          will exercise their duties until their death or resignation, termination
          of their duties by a general meeting of the Bondholders or until they
          become incapable of acting or forbidden to act. Their appointment shall
          automatically cease on the date of final or total redemption of the
          Bonds, prior to maturity or otherwise. Their appointment will be automatically
          extended, where applicable, until the final resolution of any legal
          proceedings in which the representatives are involved and the enforcement
          of any judgments rendered or settlements made thereunder.
        Each
          of these acting representatives of the Masse shall be entitled
          to remuneration of EUR 500 per year, payable by Pechiney on 1 January
          of each year (or the following business day) from 2003 to 2007 inclusive,
          and for the first time on 1 January 2003 (or the following business
          day), until there are no further Bonds outstanding.  (b)
      Substitute representatives of the Masse of
          Bondholders.The substitute representatives of the Masse
          will be Christine Vallée, residing at 114, rue Aristide Briand,
          92300 Levallois -Perret and Michel Jacques, residing at 168, quai de
          Jemmapes, 75010 Paris.
        These substitute representatives will, if necessary,
          replace one or more of the acting representatives if they are unable
          to act. The date on which the appointment of the substitute representative
          takes effect shall be the date of receipt of the registered letter by
          which the remaining acting representative, Pechiney or any other interested
          party shall have notified such substitute representative of the defaulting
          acting representatives inability to act, whether temporary or
          permanent. Where applicable, the same notification will also be given
          to Pechiney in the same way. In the event of temporary or permanent
          replacement, the substitute representatives shall have the same powers
          as the acting representatives. They will only become entitled to the
          annual remuneration of EUR 500 if they exercise the duties of an acting
          representative on a permanent basis. Such remuneration will accrue from
          the day on which they assume such duties.
        Pechiney
          will bear the cost of the remuneration of the representatives of the
          Masse and the costs of calling and holding general meetings of
          Bondholders, publishing the decisions thereof, any fees related to the
          appointment of the representatives of the Masse according to
          Article L.228-50 of the French Commercial Code, and all duly incurred
          and documented costs of administration and management of the Masse
          of Bondholders.


19


Non-binding
    free translation into English for information purposes only Original in French (c)
      GeneralGeneral Bondholders meetings shall be held
          at the registered office of Pechiney or such other place as shall be
          specified in the notice convening the meeting. Each Bondholder shall
          have the right, during the period of 15 days preceeding any general
          meeting of the Masse, to examine and take copies of the text
          of the resolutions to be proposed and any reports to be presented to
          the meeting at the registered office or administrative headquarters
          of Pechiney or, as the case may be, at such other place as may be specified
          in the notice convening such meeting, or to cause an agent to do so
          on its behalf.
        In the event that future issues give Bondholders
          identical rights to those under the Bonds and if the terms and conditions
          of such future bonds so permit, the holders of all of such bonds shall
          be grouped together in a single Masse.  2.3.15
    Rating No rating
    has been requested for the Bonds. 2.3.16
    Early redemption of the Bonds in the event of default The representatives
    of the Massemay, pursuant to a decision
    of the general Bondholders meeting, by joint written notice sent to
    Pechiney with a copy to the Paying Agent, require that all the Bonds be redeemed
    at the early redemption price calculated in accordance with paragraph 2.3.7.3
    ("Early redemption at the option of Pechiney") if any of the following events
    occurs: (a)
      Pechiney defaults in the payment of principal or
        interest due in respect of any Bond and such default continues for a period
        of 14 days from the due date;(b)
      Pechiney fails to perform or observe any of its other
        obligations under the terms of the Bonds and such failure is not remedied
        within 30 days following receipt by Pechiney of written notice of such
        default from the representatives requiring the same to be remedied;(c)
      (i) Pechiney
          or any Principal Subsidiary defaults in the payment, 30 days after the
          due date for payment thereof (taking into account any applicable grace
          periods), of any amount in excess of EUR 50 million (or the equivalent
          thereof in any other currency) due in respect of any Indebtedness unless
          Pechiney or the Principal Subsidiary has, within 30 days, by means of
          any French or other court or arbitration proceedings, disputed its alleged
          payment obligation under the relevant Indebtedness; (ii) any Indebtedness
          of Pechiney or of any Principal Subsidiary in excess of EUR 50 million
          (or the equivalent thereof in any other currency) becomes due and payable
          prior to its stated maturity and is not paid by Pechiney or any Principal
          Subsidiary within 14 days of the due date for payment thereof, other
          than in the event of early repayment of such Indebtedness by Pechiney
          or by one of its Principal Subsidiaries, or unless Pechiney or a Principal
          Subsidiary has, within 30 days, by means of any French or other court
          or arbitration proceedings, disputed the alleged event requiring early
          repayment of such Indebtedness; or (iii) Pechiney or any Principal Subsidiary
          defaults in the payment, on the due date thereof (taking into account
          any applicable grace periods), of an amount in excess of EUR 50 million
          (or the equivalent thereof in any other currency) under a guarantee
          or an indemnity for any Indebtedness, unless Pechiney or the Principal
          Subsidiary has, within 30 days, by means of any French or other court
          or arbitration proceedings, disputed the alleged payment obligation
          with regard to such Indebtedness or guarantee or indemnity where:
        "Indebtedness"
          means any debt of Pechiney or any Principal Subsidiary or, in the case
          of a debt owed by a third party and guaranteed by Pechiney or any Principal
          Subsidiary as referred to in (iii) above, of such other person, arising
          from an obligation to repay moneys borrowed either in relation


20


Non-binding
    free translation into English for information purposes only Original in French to bonds
          listed or capable of being listed on a regulated market, or in relation
          to sums owing to credit institutions within the meaning of article L.511-1
          of the FrenchCode monétaire et financier, provided that
          amounts owed to suppliers (crédits fournisseurs) and intra-group
          loans are expressly excluded from the definition of "Indebtedness";
          and
        "Principal
          Subsidiary"means any company whose accounts
          are consolidated by Pechiney under French general accounting principles
          and that represents more than 5 per cent. of the total net consolidated
          turnover and 5 per cent. of the net consolidated tangible assets of
          Pechiney;(d)
      Pechiney seeks the appointment of an administrative
        receiver (conciliateur), makes a settlement (accord amiable)
        with its principal creditors in accordance with article L.611-1et
        seq. of the French Commercial Code (as modified, from time to time)
        or becomes subject to a judicial liquidation or a transfer of the whole
        of its business;(e)
      Pechiney ceases its business, transfers or contributes
        to another company all or at least 80 per cent. of the net consolidated
        value of its assets , or decides or imp lements its liquidation, other
        than a liquidation resulting from a merger into (fusion par absorption)
        an existing company or into a new company where the absorbing company
        or the new entity assumes Pechineys obligations; or(f)
      the A Shares cease to be listed either (i) on thePremier Marchéof Euronext Paris S.A. or (ii), in any case, on a regulated market (or
        equivalent) within the European Union or the United States of America.  2.3.17
    Public offers Under current
    French legislation, if the A Shares are the subject of a cash tender offer
    or exchange offer, such offer shall also include all securities giving right
    to A Shares or voting rights of Pechiney, which therefore includes the Bonds.
    The offer will be subject to prior review by the French Conseil des Marchés
    Financiers, which will decide whether such offer is admissible in view of
    the terms and, in particular, the valuation of the offer. A note dinformation
    containing the terms and conditions of the offer will also be submitted to
    the Commission des opérations de bourse for its approval (visa).
    Pechiney will not be liable for compliance by third parties with applicable
    regulations. 2.3.18
    Tax regime Payments of
    interest and the repayment of principal on the Bonds shall be subject to deduction
    only of withholding taxes and such taxes as the law may impose on the Bondholders. The following
    summary describes the tax consequences that may be applicable to Bondholders
    under current legislation. However, individuals or corporate entities, whether
    or not resident in France for tax purposes, should nevertheless consult their
    usual tax advisers for details of the tax regime that applies to their particular
    case. Payments of
    interest to Bondholders who are not French tax residents will be exempt from
    withholding taxes to the extent described in paragraph 2.3.18.2 ("Non-French
    tax residents"). Non-French
    tax residents must comply with the tax laws applicable in the jurisdiction
    or state in which they are resident. 2.3.18.1
    French tax residents (1)
      Individuals holding Bonds as part of
        their private assets(a)
      Interest and redemption premium


21


Non-binding
    free translation into English for information purposes only Original in French  Income from the Bonds received
        by individuals holding the Bonds as part of their private assets will
        be either:included in total income, which is subject to:-
      income tax calculated on a progressive scale,-
      a general social contribution of 7.5
        per cent., of which 5.1 per cent. is deductible from taxable income (Articles
        1600-0 C and 1600-0 E of the General Tax Code (Code général
        des impôts or "CGI"));-
      a social levy of 2 per cent. (Article
        1600-0 F bis of the CGI); and-
      a social debt repayment contribution
        of 0.5 per cent. (Articles 1600-0 G and 1600-0 L of the CGI); or·
      at the taxpayers option, subject to:-
      a final withholding tax at the rate
        of 15 per cent. (Article 125-A of the CGI);-
      a general social contribution of 7.5
        per cent.;-
      a social levy of 2 per cent.; and-
      a social debt repayment contribution
        of 0.5 per cent. (b)
      Capital gainsPursuant
          to Article 150-0 A of the CGI, capital gains realised by individuals
          are subject to the following taxation, applicable as of the first Euro
          of such gains, where the aggregate amount of disposals of securities
          per tax household exceeds the threshold of EUR 7,650 per year:
        income tax at the rate of 16 per cent. (Article
            200-A-2 of the CGI);
          a general social contribution of 7.5 per cent.;
          a social levy of 2 per cent.; and
          a social debt repayment contribution of 0.5 per
            cent.Capital losses incurred in any one year can be set
        off only against capital gains of the same type realised in the year of
        the disposal or in the five following years where, for the year in which
        capital losses are incurred, disposals were in excess of EUR 7,650.(c)
      Conversion or exchange of the Bonds into
        A Shares 
        See paragraph 2.6.6. ("Tax regime on conversion or exchange").(2)
      Legal entities subject to
        corporate tax(a)
      Interest
          and redemption premium
        Interest
          accrued on Bonds over a fiscal year is included in taxable income ,
          which is subject to corporate tax at the rate of 33 1/3 per cent. In
          addition, a surcharge equal to 3 per cent. is levied for fiscal years
          ending on or after 1 January 2002 (Article 235 ter ZA of the CGI).


22


Non-binding
    free translation into English for information purposes only Original in French A social contribution of 3.3 per cent. (Article 235
        ter ZC of the CGI) is also applicable. This contribution is calculated
        on the amount of corporate tax, with an allowance of EUR 763,000 for each
        12-month period. However, entities that have a turnover of less than EUR
        7,630,000 and whose share capital is fully paid-up and continuously held
        as to at least 75 per cent. by individuals (or by an entity meeting all
        of these requirements) are exempt from this contribution.(b)
      Capital gains
        The disposal
          of Bonds gives rise to a gain or loss to be included in taxable income.
        The
          amount of the gain or loss is equal to the difference between the disposal
          price and the acquisition price of the Bonds plus, if applicable, the
          amount of any redemption premium already taxed and not as yet received;
          such amount shall be included in pre-tax income and subject to corporate
          tax at the rate of 331/3 per cent. In addition, a surcharge equal to
          3 per cent. of the corporate tax (Article 235 ter ZA of the CGI) is
          levied and, where applicable, the social contribution of 3.3 per cent.
          (Article 235 ter ZC of the CGI) are also levied.(c)
      Conversion
          and/or exchange of the Bonds into A Shares
        See
          Paragraph 2.6.6. ("Tax regime on conversion or exchange").  2.3.18.2
    Non-French tax residents (a)
      Income tax interest and redemption premiumsBonds issued by French legal entities and denominated
        in Euro are deemed to be issued outside ofFrance for the purpose of Article
        131 quater of the CGI ( Bulletin Officiel des Impôts 5 I-11-98,
        Instruction dated 30 September 1998). As a result, interest that is paid
        on the Bonds to persons who are resident for tax purposes, or who have
        their registered office, outside the French Republic is exempt from the
        withholding provided in Article 125-A-III of the CGI. Interest on the
        Bonds is also exempt from social contributions pursuant to Articles 1600-0
        C et seq. of the CGI.(b)
      Capital gainsPersons who are not domiciled in France for tax purposes
        within the meaning of Article 4 B of the CGI, or whose registered office
        is located outside France, are not subject to capital gains tax upon disposals
        of securities, provided that these securities are not listed in the assets
        of a permanent establishment or a fixed base located in France.(c)
      Conversion or exchange of the Bonds
        into A SharesSee Paragraph 2.6.6. ("Tax regime on conversion or
        exchange").  2.4 ADMISSION
    TO LISTING, TRADING 2.4.1 Listing Application
    has been made to list the Bonds on the Premier Marché of Euronext
    Paris S.A. Listing is expected to take place on the settlement date of the
    Bonds under Sicovam Code 18840. No application
    for listing on any another market is anticipated. 2.4.2 Restrictions
    on the transferability of the Bonds No restrictions
    are imposed by the terms and conditions of the issue on the transferability
    of the Bonds.


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Non-binding
    free translation into English for information purposes only Original in French 2.4.3 Listing
    of similar securities As at the
    date hereof, Pechiney has not issued any securities of the same category. 2.5 GENERAL
    INFORMATION CONCERNING THE BONDS 2.5.1 Paying
    agent BNP Paribas
    Securities Services S.A. or, f applicable,i a substitute designated pursuant
    to the applicable paying agency agreement, will centralise the administrative
    services and the fiscal and paying agent services for the Bonds (payment of
    interest, redemption of the Bonds at maturity, centralisation of requests
    for conversion, etc.). 2.5.2 Courts
    having jurisdiction in the event of a dispute Disputes in
    which Pechiney is the defendant will be submitted to the jurisdiction of the
    courts of the locality in which Pechineys registered office is located.
    Other disputes will be submitted to the jurisdiction of a court to be designated
    in accordance with the nature of the dispute, unless otherwise provided by
    the French Code of Civil Procedure (Nouveau Code
    de Procédure Civile). 2.5.3 Use
    of proceeds The funds
    raised will permit Pechiney to improve the structure of its existing indebtedness
    and to finance growth projects, in particular Pechineys AP50 smelter
    project which, as Pechiney announced on 7 March 2002, has made significant
    progress with respect to its future launch. This issue will allow Pechiney
    to lengthen the maturity of a portion of its debt, diversify its sources of
    indebtedness and reduce its average cost of funding. 2.6 CONVERSION
    AND/OR EXCHANGE OF BONDS INTO A SHARES 2.6.1 Nature
    of the conversion and/or exchange right Bondholders
    shall have the right, at any time from the 40thday following the settlement date of the Bonds (i.e., from 21 May 2002) until
    the seventh business day preceding the redemption date (i.e., until a date
    expected to be 20 December 2006)to
    receive, at the option of Pechiney, new and/or existing A Shares (the "Conversion/Exchange
    Right"), which will be delivered by way of set-off against amounts owed under
    the Bonds, subject to the provisions of paragraph 2.6.7.5 ("Treatment of fractional
    entitlements"). The A Shares shall be delivered in accordance with the last
    clause of paragraph 2.6.4 ("Exercise of the Conversion/Exchange Rights"). Pechiney may,
    at its option, deliver new and/or existing A Shares, subject to the provisions
    of paragraph 2.6.4 ("Exercise of the Conversion/Exchange Rights"). By a decision
    of the general shareholders meeting held on 28 March 2002, Pechiney
    was authorised, pursuant to article L.225-209 et seq. of the French Commercial
    Code, and for a period of 18 months from 28 March 2002, to purchase its own
    A Shares and B shares, in an amount of up to 10 per cent. of its share capital.
    This share purchase programme was described in a prospectus (note dinformation)
    approved by the Commission des opérations de bourse on 8 March 2002
    under number 02-219. At 30 January
    2002, after accounting for all the shares repurchased by Pechiney, Pechiney
    and its subsidiaries held a total of 3,540,565 A Shares and 14,099 B shares,
    giving a total of 3,554,664 shares; at the same date, after accounting for
    the issue on 24 January 2002 of 855,227 new A Shares, these shares represented
    4.31 per cent. of Pechineys total share capital. Of this amount, 2,571,995
    shares, representing 3.12 per cent. of Pechineys total share capital
    at that date, were held by Pechiney, for a total value of


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Non-binding
    free translation into English for information purposes only Original in French EUR 109
    million, and the remaining 982,669 A Shares, representing 1.19 per cent. of
    Pechineys share capital at the same date, were held by Pechiney Nederland
    NV, a subsidiary of Pechiney. 2.6.2 Suspension
    of Conversion/ Exchange Rights In the event
    of a share capital increase, an issue of securities conferring rights to receive
    A Shares, a merger (fusion) or spin-off (scission) or any other
    financial transaction conferring preferential subscription rights or providing
    for a priority subscription period for the benefit of existing shareholders
    of Pechiney, Pechiney shall be entitled to suspend the Conversion/Exchange
    Rights for a period not exceeding three months. However, any such suspension
    will not affect the Conversion/Exchange Rights of the Bondholders in respect
    of Bonds called for redemption within the exercise period provided for in
    paragraph 2.6.3 ("Exercise period and Conversion/Exchange Ratio"). A notice will
    be published in the Bulletin des Annonces légales obligatoires,
    at least 15 days prior to the date on which any such suspension comes into
    force, to inform the Bondholders of the dates of the beginning and end of
    the suspension of the Conversion/Exchange Rights. This information will also
    be published in a financial newspaper with a national circulation in France
    and in a notice (avis) to be issued by Euronext Paris S.A. 2.6.3 Exercise
    period and Conversion/Exchange Ratio The Bondholders
    may request the conversion and/or exchange of the Bonds for A Shares at any
    time from the 40thday following the settlement date of the Bonds (i.e., from 21 May 2002) until
    the seventh business day preceding the redemption date (i.e., a date that
    is expected to be 20 December 2006), at a ratio of one A Share per Bond (the
    "Conversion/Exchange Ratio"), subject to the provisions of paragraph 2.6.7
    ("Maintenance of Bondholders rights"). Pechiney may
    deliver, at its option, new and/or existing A Shares. With respect
    to Bonds redeemed at or prior to maturity, the Conversion/Exchange Rights
    shall expire at the end of the seventh business day preceding the redemption
    date. Any Bondholder
    that has not exercised its Conversion/Exchange Rights prior to such date will
    receive the redemption price calculated in accordance with paragraph 2.3.7.1
    ("Redemption at maturity") or paragraph 2.3.7.3 ("Early redemption at the
    option of Pechiney"), as the case may be. 2.6.4 Exercise
    of the Conversion/Exchange Rights To exercise
    their Conversion/Exchange Rights, Bondholders must send a request to the intermediary
    with whom their Bonds are registered (inscrits
    en compte). BNP Paribas Securities Services
    S.A. will centralise all such requests. Any request for the exercise of Conversion/Exchange
    Rights received by BNP Paribas Securities Services S.A. in its capacity as
    centralising agent during a calendar month (an "Exercise Period") will take
    effect on the earlier of the following two dates (each, an "Exercise Date"): (i)
      
      the last business day of such calendar
        month; and(ii)
      
      the seventh business day preceding the
        date set for redemption.In respect ofBonds
        having the same Exercise Date, Pechiney shall be entitled, at its option,
        to choose between:the conversion of Bonds into new A Shares;
          the exchange of Bonds for existing A Shares;
            or
          the delivery of a combination of new and existing
            A Shares.


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Non-binding
    free translation into English for information purposes only Original in French All Bondholders
    to whom the same Exercise Date applies will be treated equally and will have
    their Bonds converted and/or exchanged, as the case may be, in the same proportions,
    subject to any rounding adjustments. Bondholders
    will receive A Shares on the seventh business day following the Exercise Date. 2.6.5 Rights
    of Bondholders to payments of interest on the Bonds and dividends on A Shares
    delivered Upon exercise
    of the Conversion/Exchange Rights (including early redemption of Bonds by
    Pechiney prior to maturity in accordance with paragraph 2.3.7.3 ("Early redemption
    at the option of Pechiney")), no interest will be payable to Bondholders in
    respect of the period from the last interest payment date preceding the Exercise
    Date to the date on which the relevant A Shares are delivered. The rights
    attached to new A Shares issued as a result of a conversion of the Bonds are
    set out in paragraph 2.7.1.1 ("New A Shares to be issued on conversion") below. The rights
    attached to existing A Shares delivered as a result of an exchange of the
    Bonds are set out in paragraph 2.7.1.2 ("Existing A Shares to be delivered
    upon exchange") below. 2.6.6 Tax
    regime on conversion or exchange Under current
    French legislation, the following tax regime applies: 2.6.6.1
    French tax residents 2.6.6.1.1
    Individuals holding securities as part of their private assets The conversion
    of the Bonds into new A Shares and/or exchange of the Bonds for existing A
    Shares is not considered a transfer for value. Any capital gain resulting
    from such conversion will have the benefit of the tax deferral provided for
    by Article 150-0 B of the CGI. In the event
    of a subsequent transfer of A Shares, the net capital gain, calculated on
    the basis of the acquisition price or value of the Bonds (Article 150-0 D
    9 of the CGI) is subject to capital gains tax as applicable to the transfer
    of securities. To the extent
    that they are subject to tax, such capital gains are taxed at the rate of
    26 per cent. (consisting of income tax of 16 per cent., general social contribution
    of 7.5 per cent., social levy of 2 per cent. and social debt repayment contribution
    of 0.5 per cent.). 2.6.6.1.2
    Legal entities subject to corporate tax (1)
      Regime applicable to the conversion
        of Bonds into new A SharesCapital gains made or losses incurred upon the conversion
        of the Bonds into new A Shares by legal entities that are French residents
        for corporate tax purposes have the benefit of the tax deferral provided
        for in Article 38-7 of the CGI and accordingly are included in income
        for the fiscal year during which the A Shares received upon conversion
        are disposed of.Accordingly,
          upon subsequent transfer of the A Shares delivered upon conversion,
          any capital gain or loss attributed to such transfer is calculated on
          the basis of the value for tax purposes that the Bonds were deemed to
          have had for the transferor.
        Subject
          to a penalty equal to 5 per cent. of the sums deferred, legal entities
          that benefit from the tax deferral must satisfy the annual disclosure
          requirements provided for by Article 54 septies I and II of the CGI
          until the expiry of such deferral.(2)
      Regime applicable to the exchange of
        Bonds into existing A Shares


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Non-binding
    free translation into English for information purposes only Original in French  The tax
          deferral regime does not apply to the exchange of Bonds for existing
          A Shares. In this case, any profit or loss resulting from an exchange
          will be subject to corporate tax under the conditions specified by French
          law as described in paragraph 2.3.18.1 ("French tax residents").
        The
          same will apply in the case of delivery of both new and existing A Shares
          for a Bond.  2.6.6.2
    Non-French tax residents Capital gains
    realised on the conversion of Bonds into new A Shares and/or on the exchange
    of Bonds for existing A Shares by persons who are non-residents of France
    for tax purposes or whose registered office is located outside France are
    not subject to tax in France. 2.6.7 Maintaining
    of Bondholders rights 2.6.7.1
    Issuers obligations Pechiney undertakes,
    for as long as any Bonds are outstanding, not to redeem its share capital
    nor to alter the way it allocates its profits unless, prior thereto, it has
    taken all measures necessary to maintain the rights of Bondholders upon exercise
    of their Conversion/Exchange rights. 2.6.7.2
    Capital reduction resulting from losses In the event
    of a reduction of the share capital resulting from losses, whether by way
    of reduction in the nominal value per A Share or in the number of A Shares,
    the nominal value of the A Shares to be delivered to the Bondholders exercising
    their Conversion/Exchange Rights will be reduced accordingly, as if such Bondholders
    had been shareholders as from the date of issue of the Bonds. 2.6.7.3
    Adjustment in the event of financial transactions The rights
    of Bondholders will be maintained by applying the following adjustments to
    the Conversion/Exchange ratio, from the date of this issue up to the maturity
    date or date of early redemption, if Pechiney carries out any of the following: an issue of securities with listed preferential subscription
      rights;
    an increase in share capital by capitalisation of reserves,
      profits or share premiums and distribution of free A Shares, or the subdivision
      or consolidation of A Shares;
    the capitalisation of reserves, profits or share premiums
      by increasing the nominal value of the A Shares;
    the distribution of reserves in cash or in securities;
    the free distribution to shareholders of Pechiney of
      any financial instruments giving access, directly or indirectly, to the
      shares of Pechiney;
    a takeover, merger or spin-off;
    the repurchase by Pechiney of its own A Shares at a
      price higher than the market price; or
    the distribution of an exceptional dividend. In the event
    of adjustments carried out in accordance with paragraphs 1 to 8 below, the
    new Conversion/Exchange Ratio will be rounded up to the nearest one-thousandth
    (with 0.0005 being rounded up to the nearest one-thousandth, i.e. 0.001).
    Any subsequent adjustments will be carried out on the basis of such new Conversion/Exchange
    Ratio as adjusted and rounded up. However, because only whole numbers of A


27


Non-binding
    free translation into English for information purposes only Original in French Shares may
    be delivered upon conversion or exchange, fractional entitlements will be
    settled as specified below (see paragraph 2.6.7.5 ("Treatment of fractional
    entitlements")). (1)
      If Pechiney carries out a financial
        transaction with listed preferential subscription rights, the new Conversion/Exchange
        Ratio applicable to the A Shares will be determined by multiplying the
        Conversion/Exchange Ratio in effect prior to the relevant transaction
        by the following formula: Price
    of Shares ex-subscription right + value of the 
    subscription right  Price
    of A Shares ex-subscription right For the purposes
    of calculating this formula, the price of the A Shares ex-subscription right
    and the value of the subscription
    right will be determined on the basis of the average of the opening prices
    quoted on Euronext Paris S.A. (or, if the A Shares and/or rights are not listed
    on Euronext Paris S.A., on any other regulated or similar market on which
    both the A Shares and subscription rights are listed) on each stock exchange
    trading day falling in the subscription period during which the A Shares e
    x-subscription rights and the subscription right are simultaneously quoted. (2)
      If Pechiney increases its share capital
        by capitalisation of reserves, profits or share premiums and distributes
        free shares, or subdivides or consolidates its shares , the new Conversion/Exchange
        Ratio applicable to the A Shares will be determined by multiplying the
        Conversion/Exchange Ratio in effect prior to the relevant transaction
        by the following formula: Number
    of A Shares existing after the transaction  Number of A Shares existing before the transaction (3)
      If Pechiney increases its share capital
        by means of a capitalisation of reserves, profits or share premiums by
        increasing the nominal value of the A Shares, the Conversion/Exchange
        Ratio will not be adjusted but the nominal value of the A Shares which
        may be delivered to Bondholders upon exercise of Conversion/Exchange Rights
        will be increased accordingly.(4)
      If Pechiney distributes reserves or
        premiums in the form of cash or securities, the new Conversion/Exchange
        Ratio applicable to the A Shares will be determined by multiplying the
        Conversion/Exchange Ratio in effect prior to the relevant transaction
        by the following formula: Price
    of A Shares before distribution  Price
    of A Shares before distribution less the cash amount
    distributed per A Share or the value of the securities
    distributed in relation to each A Share


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Non-binding
    free translation into English for information purposes only Original in French For the purposes
    of calculating this formula: the price of the A Shares
    before the distribution will be calculated on the basis of the average of
    the opening prices quoted on Euronext Paris S.A. (or, if the A Shares are
    not listed on Euronext Paris S.A., on any other regulated or similar market
    on which the A Shares are listed) for 20 consecutive stock exchange trading
    days on which the A Shares are quoted chosen by Pechiney from the 40 stock
    exchange trading days preceding the date of distribution; and
  the value of securities distributed per A Share will
    be calculated as above if the securities are quoted on a regulated or similar
    market. If the securities are not quoted on a regulated or similar market
    before the date of distribution, such value will be determined (i) if the
    securities are quoted during the 40 stock exchange trading days following
    their distribution, on the basis of the average of the opening prices quoted
    on such regulated or similar market for 20 consecutive stock exchange trading
    days on which the A Shares are quoted chosen by Pechiney from the 40 stock
    exchange trading days following the date of distribution, or (ii), in any
    other case, as determined in good faith and according to industry standards
    by an independent expert of international reputation chosen by Pechiney. (5)
      If Pechiney carries out
        a free distribution of financial instruments other than A Shares, the
        new Conversion/Exchange Ratio applicable to the A Shares will be determined
        as follows:(a)
      if the right to receive free distribution of financial
        instruments is listed on Euronext Paris S.A., the Conversion/Exchange
        Ratio in effect prior to the relevant transaction will be multiplied by
        the following formula: Price
    of the A Shares e x-free distribution right + price of the free distribution
    right  Price
    of the A Shares e x-free distribution right For the purposes of calculating this formula, the
        price of the A Shares ex-free distribution right and of the free distribution
        right will be determined on the basis of the average of the opening prices
        quoted on Euronext Paris S.A. (or, if the A Shares and/or the rights are
        not listed on Euronext Paris S.A., on any other regulated or similar market
        on which the A Shares and free distribution rights are both listed) of
        the A Shares and the free distribution right on the first 10 stock exchange
        trading days on which the A Shares and the free distribution rights are
        simultaneously quoted. In the event that this average is calculated on
        the basis of less than five separate quoted prices, the calculation must
        be validated or made by an independent expert chosen by Pechiney;(b)
      if the
          right to receive the free distribution
          is not listed on
          Euronext Paris S.A., the
          Conversion/Exchange Ratio in effect prior to the
          relevant transaction will be multiplied by the following formula: Price
    of the A Shares e x-free distribution right + 
    value of the financial instruments allotted with
    respect to each A Share  Price of the A Shares e x-free distribution right For the purposes of calculating this formula, the
        price of the A Shares ex-free distribution right and of the financial
        instruments allotted with respect to each A Share, if the latter are quoted
        on a regulated or similar market, will be determined on the basis of the
        average of


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Non-binding
    free translation into English for information purposes only Original in French  the opening prices quoted during 10 consecutive stock
        exchange trading days following the date of distribution of such financial
        instruments during which the A Shares and the allotted financial instruments
        are simultaneously listed. If the financial instruments are not listed
        on a regulated or similar market, their value will be determined in good
        faith and according to industry standards by an independent expert chosen
        by Pechiney.  (6)
      In the event that Pechiney is taken
        over by another company (absorption) or merges with one or mo re
        companies to form a new company (fusion) or in the event of a spin-off
        (scission), the Bonds will be convertible and/or exchangeable for
        shares of the acquiring or new company or of the companies benefitting
        from the spin-off.
        In such
          case, the new Conversion/Exchange Ratio will be determined by multiplying
          the Conversion/Exchange Ratio in effect prior to the commencement of
          the relevant transaction by the ratio of exchange of A Shares against
          the shares of the acquiring or new comp any or the companies benefitting
          from the spin-off.
        Such
          companies will be substituted respectively for Pechiney in applying
          the provisions set out above designed to maintain the rights of Bondholders,
          where applicable, in the case of financial or securities transactions
          so as to ensure generally that the legal, regulatory and contractual
          rights of Bondholders are preserved.  (7)
      In the event of a purchase by Pechiney
        of its own A Shares at a price higher than the market price, the new Conversion/Exchange
        Ratio shall be determined by multiplying the Conversion/Exchange Ratio
        in effect before the commencement of such purchase by the following ratio,
        calculated to the nearest hundredth of a share: Price
    of the A Shares + Pc % x (Purchase price - Price of the A Shares)  Price
    of the A Shares Where:
        "Price
          of the A Shares" means the arithmetic average of the opening quoted
          prices of the A Shares on thePremier
          Marchéof Euronext Paris S.A. over
          10 consecutive stock exchange trading days chosen from the 20 stock
          exchange trading days preceding the purchase (or the first possibility
          to purchase).
        "Pc
          %" means the percentage of capital purchased.
        "Purchase
          price" means the price at which the A Shares are effectively purchased
          (which, by definition, will be higher than the market price). (8)
      If Pechiney pays an Exceptional Dividend
        (as defined below), the new Conversion/Exchange Ratio will be calculated
        as set out below.For the
          purpose of this paragraph 8, the term "Exceptional Dividend" means any
          dividend paid in cash or in kind to shareholders, where the total amount
          of such dividend (without taking into account any tax credit (avoir
          fiscal)) (the "Relevant Dividend") and of all other cash dividends
          or dividends in kind paid to shareholders during the same financial
          year of Pechiney (without taking into account the related tax credits,
          if any) (the "Previous Dividends") represents a Ratio of Distributed
          Dividends (as defined below) of more than 5 per cent.
        For
          purposes of the preceding paragraph, the term "Ratio of Distributed
          Dividends" means the sum of the ratios obtained by dividing the Relevant
          Dividend and each Previous Dividend by Pechineys


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Non-binding
    free translation into English for information purposes only Original in French  average
          market capitalisation on the day preceding the corresponding distribution
          date. The market capitalisation to be taken into account is equal to
          (x) the closing price of the A Shares on Euronext Paris S.A. on the
          day preceding the date of distribution of the Relevant Dividend or of
          each Previous Dividend multiplied by (y) the respective number of A
          Shares existing on each of such dates. Any dividends or fractions of
          dividends leading to an adjustment of the Conversion/Exchange Ratio
          by virtue of paragraphs 1 to 7 above shall not be taken into account
          for the purpose of this provision. The formula to be used to calculate
          the new Conversion/Exchange Ratio in the event of payment of an Exceptional
          Dividend is as follows:
        NRA
          = RA x (1 + RDD - 3 per cent.)
        where:
        "NRA"
          means the new Conversion/Exchange Ratio;
        "RA"
          means the last Conversion/Exchange Ratio in effect before the distribution
          of the Relevant Dividend; and
        "RDD"
          means the Ratio of Distributed Dividends as defined above;
        it being
          understood that any dividend paid between the payment date of a Relevant
          Dividend (i.e., an Exceptional Dividend) and the end of the same financial
          year of Pechiney (an Additional Dividend) will lead to an adjustment
          using the following formula:
        NRA
          = RA x (1 + RDS).
        where:
        "RDS"
          means the ratio obtained by dividing (i) the Additional Dividend (excluding
          any portion of such dividend giving rise to the calculation of a new
          Conversion/Exchange Ratio pursuant to paragraphs 1 to 7 above), excluding
          any tax credits, by (ii) the market capitalization of Pechiney, defined
          as (x) the price of the A Shares on Euronext Paris S.A. on the day before
          the date of distribution of the Additional Dividend multiplied by (y)
          the number of A Shares outstanding on such date. (9)
      If Pechiney carries out transactions
        in respect of which an adjustment under paragraphs 1 to 8 above has not
        been provided for and where subsequent French law or regulations would
        require an adjustment, Pechiney will carry out such adjustment in accordance
        with the applicable laws and regulations and relevant market practices
        in effect in France at such time.
        Any such
          adjustments shall be carried out such that the A Shares to be delivered
          upon exercise of the Conversion/Exchange Rights following such transaction
          shall have the same value as the A Shares that would have been delivered
          upon exercise of the Conversion/Exchange Rights prior to such transaction.
        For
          the avoidance of doubt, it is understood that the provisions of Alinéa
          5 of Article L.225-162 of the French Commercial Code shall not apply
          to the Bonds.  Pechineys
    Board of Directors shall report on the components of the calculation and on
    the results of any adjustment in the annual report following any adjustment
    provided in paragraph 2.6.7.3. 2.6.7.4
    Publication of information in the event of an adjustment In the event
    of an adjustment, Bondholders will be notified of the new Conversion/Exchange
    Ratio by a notice published in theBulletin
    des Annonces légales obligatoires, in
    a financial newspaper with a national circulation in France and via a notice
    (avis) issued by Euronext Paris S.A. 2.6.7.5
    Treatment of fractional entitlements


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Non-binding
    free translation into English for information purposes only Original in French Each Bondholder
    exercising its Conversion/Exchange Rights under the Bonds will receive a number
    of A Shares calculated by multiplying the total number of Bonds submitted
    for conversion and/or exchange by the Conversion/Exchange Ratio in effect
    on such day. If the resulting
    number of A Shares is not a whole number, the Bondholder may request the delivery
    of either: the next lowe r whole number of A Shares; in which
      case the Bondholder will receive a cash payment equal to the value of the
      remaining fractional A Share, calculated on the basis of the opening share
      price quoted on Euronext Paris S.A. on the last stock exchange trading day
      of the Exercise Period during which A Shares were quoted; or
    the next higher whole number of A Shares, provided
      that, in such case, such Bondholder pays to Pechiney an amount equal to
      the value of the additional fractional A Share requested, calculated on
      the basis set out in the preceding paragraph. If the Bondholder
    fails to specify either option, it will receive the next lowe r whole number
    of A Shares plus a cash payment as described above. 2.6.8 Notices
    to Bondholders If Pechiney
    carries out a transaction with preferential subscription rights for its shareholders,
    the Bondholders will be notified prior to the commencement of such transaction
    by a notice published in theBulletin
    des Annonces légales obligatoires, in
    a financial newspaper with general circulation in France and by a notice (avis)
    issued by Euronext Paris S.A. 2.6.9 Effect
    of conversion and/or exchange on existing shareholders The information
    provided below, together with the terms and conditions of the transaction,
    will be included in the additional report ( rapport complémentaire)
    prepared in accordance with Articles 155-2 and 155-3 of French decree number
    67-236 of 23 March 1967. This additional report, together with the additional
    report of the statutory auditors, will be made available to shareholders at
    the registered office of Pechiney for the periods required by French law and
    will be brought to their attention at the next general shareholders
    meeting. For informational
    purposes, assuming that all Bonds are converted into new A Shares, the tables
    below show the effect of this issue and of the conversion of the Bonds into
    new A Shares as follows: (1)
      The effect of this issue and of the
        conversionof the Bonds into new A Shares on the percentage shareholding
        of a shareholder who held a 1 per cent. interest in Pechineys share
        capital prior to this issue and who did not subscribe for the Bond is
        as follows. This calculation is made on the basis of the number of A Shares
        outstanding as at 30 January 2002:  Percentage Shareholding Prior to the issue
        of the Bonds
      1.00Following issue and conversion of 6,877,076
        Bonds
      0.94Following issue and conversion of 7,908,636
        Bonds
        (assuming that the maximum number of Bonds is issued)
      0.91


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Non-binding
    free translation into English for information purposes only Original in French (2)
      The effect of this issue and conversion
        of the Bonds into new A Shares on the proportion of consolidated shareholders
        equity as at 31 December 2001 attributable to the holder of one A Share
        who does not subscribe for the Bonds is as follows: Portion of Share Capital(1) Prior to the issue
        of the Bonds
      EUR 41.16Following issue and conversion of 6,877,076
        Bonds
      EUR 43.79Following issue and conversion of 7,908,636
        Bonds
        (if the maximum number of Bonds is issued)
      EUR 44.15 (1) Excluding minority interests.  In the event
    that all of the Bonds are exchanged for existing A Shares, the position of
    existing shareholders of Pechiney will not be affected, except that the voting
    rights with respect to A Shares delivered by Pechiney to Bondholders will
    be reinstated. 2.7 A SHARES
    DELIVERED UPON EXERCISE OF THE CONVERSION/EXCHANGE RIGHT 2.7.1 Rights
    attached to the A Shares to be delivered 2.7.1.1
    New A Shares to be issued on conversion New A Shares
    issued upon conversion of the Bonds will be subject to all provisions of Pechineys
    articles of association (statuts) and will carry full rights as of
    the first day of the financial year in which the Exercise Date occurs, such
    that the holders thereof will be entitled to all dividends due in respect
    of the financial year in which the conversion takes place. Such A Shares will
    entitle their holders, in respect of such financial year and the following
    financial years, to the same dividend as that paid in respect of other A Shares
    with equivalent dividend rights (assuming the same nominal value). As a result,
    they will be fully assimilated to such A Shares from the date of payment of
    the dividend relating to the preceding financial year, or if no dividend is
    distributed, following the annual general meeting called to approve the accounts
    of that financial year. 2.7.1.2
    Existing A Shares to be delivered upon exchange Any existing
    A Shares to be delivered upon exchange of the Bonds will be ordinary outstanding
    A Shares, carrying full rights as from the date of their delivery to the Bondholder,
    such that the holder thereof will be entitled to all dividends paid from the
    date of their delivery to the Bondholder. They will have all rights attached
    to the A Shares as from the date of delivery to the holder, provided that
    if the A Shares are traded ex-dividend between the Exercise Date and the delivery
    date, Bondholders shall not be entitled to such dividend or to any compensation
    therefor. 2.7.1.3
    General provisions In addition
    to the voting rights provided for by law, each new or existing A Share entitles
    its holder to an interest in Pechineys assets, profits and liquidation
    surplus, in proportion to the number and the nominal value of the existing
    A Shares, taking into account, as applicable, any redeemed or unpaid portion
    of Pechineys share capital, the nominal amount of A Shares and, if applicable,
    the respective rights pertaining to shares of different classes. Such A Shares
    are also subject to the provisions of Pechineys articles of association
    (statuts).


33


Non-binding
    free translation into English for information purposes only Original in French Dividends
    are subject to a five-year statute of limitations, for the benefit of the
    French State. 2.7.2 Transferability
    of the A Shares No provision
    in Pechineys articles of association (statuts)
    limits the transferability of Pechineys shares. 2.7.3 Nature
    and form of the A Shares The A Shares
    shall be either in registered or dematerialised bearer book-entry form, at
    the option of the shareholder. A Shares held
    in either form are required to be inscribed in book-entry form in accounts
    (inscrites en compte) maintained by Pechiney or its agent and/or an
    authorised intermediary. The A Shares are required to be inscribed in book-entry
    form in accounts held, as the case may be: by BNP Paribas Securities Services S.A. acting on behalf
      of Pechiney, in respect of fully registered A Shares (nominatifs purs);
    by an authorised financial intermediary selected by
      the shareholder, and by BNP Paribas Securities Services S.A. acting on behalf
      of Pechiney, in respect of A Shares in administered registered form (nominatifs
      administrés); and
    by an authorised financial intermediary selected by
      the shareholder in respect of A Shares in bearer form (au porteur). 2.7.4 Taxation
    of A Shares The following
    provisions summarise the tax consequences that may apply to investors under
    current French legislation. Individuals and corporate entities should nevertheless
    consult their usual tax advisers for details of the tax regime that applies
    to their particular case. Non-French
    tax residents must comply with the tax laws applicable in the jurisdiction
    or state in which they are resident. 2.7.4.1
    French Tax Residents  (1)
      Individuals
          holding French A Shares as part of their private assets(a)
      DividendsDividends
          paid by French companies, including a tax credit (avoir fiscal)
          of 50 per cent., are treated as income from securities for purposes
          of calculating the taxpayers total income. For (i) married couples
          subject to joint taxation and (ii) couples subject to joint taxation
          commencing with the income assessment for the year in which the third
          anniversary of the registration of a union agreement (pacte civil
          de solidarité), defined in Article 515-1 of theCode civil,
          takes place, dividends currently benefit from an annual allowance of
          EUR 2,440. For single persons, widows or widowers, divorcees or married
          persons subject to separate taxation, the annual allowance is EUR 1,220.
          The allowance does not apply to taxpayers liable to income tax at marginal
          tax rate.
        Dividends,
          as well as related tax credits, are included in taxable income, which
          is subject to income tax at a progressive rate. In addition, the following
          apply without any allowance:
        a general social contribution of 7.5 per cent.,
            of which 5.1 per cent. is deductible from taxable income;
          a social contribution of 2 per cent.; and


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Non-binding
    free translation into English for information purposes only Original in French a social debt repayment contribution of 0.5 per
            cent.The tax credit attached to dividends is offset against
          the total amount of income tax payable or subject to reimbursement if
          it exceeds the amount of income tax.(b)
      Capital gainsPursuant to Article 150-0 A of the CGI, capital
          gains realised by individuals will be subject to the following taxation,
          applicable as of the first Euro of such gains, where the aggregate amount
          of disposals of securities realised per tax household exceeds the threshold
          of EUR 7,650 per year:
        income tax at the rate
            of 16 per cent. (Article 200 A -2 of the CGI);
          a general social contribution
            of 7.5 per cent.;
          a social contribution of 2 per cent.; and
          a social debt repayment contribution of 0.5 per
            cent.Capital losses incurred in any one year
        can only be set off against capital gains of the same type realised in
        the year of the disposal or in the five following years where, for the
        year in which capital losses are incurred, disposals were in excess of
        EUR 7,650.(c)
      Special regime for share saving plansShares
          issued by French companies are eligible to be held as assets in share
          savings plans (Plans dEpargne en Actions), established
          by French Law no. 92-666 of 16 July 1992.
        Subject
          to certain conditions, the dividends received and the capital gains
          realised are exempt from income tax, but remain subject to the general
          social contribution, the social levy, and the social debt repayment
          contribution.
        The
          table below summarises the different taxes applicable depending on the
          term of the share savings plan:  Term of the
          share  
           savings plan
      Social levy
      General social contribution
      Social debt repayment contribution
      Income tax
      TotalLess than 2 years
      2.0 %
      7.5 %
      0.5 %
      22.5 %
      32.5 % (1)Between 2 and 5 years
      2.0 %
      7.5 %
      0.5 %
      16.0 %
      26.0 %. (1)More than 5 years
      2.0 %
      7.5 %
      0.5 %
      0.0 %
      10.0 % (1)
    As a percentage of the aggregate proceeds in the event that the threshold
    for disposals is exceeded.  (2)
      Corporate/legal entities subject to corporation
        tax(a)
      DividendsDividends received by legal entities
        subject to corporation tax, together with a tax credit equal to 15 per
        cent. of the value of dividends paid, are included in taxable income that
        is subject to corporation tax at the rate of 33 1/3 per cent. In addition,
        a surcharge equal to 3 per cent. of the corporation tax is levied (Article
        235 ter ZA of the CGI). The tax credits may be increased by an amount
        equal to 70 per cent. of anyprécompteactually paid by the company that distributes the dividends, other than
        anyprécomptedue by reason of a distribution paid out from the long-term capital gains
        reserve.


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Non-binding
    free translation into English for information purposes only Original in French A social
          contribution of 3.3 per cent. is also applicable (Article 235 ter ZC
          of the CGI). This contribution is calculated on the amount of corporation
          tax, less an allowance of EUR 763,000 for each 12-month period. However,
          companies that have a turnover of less than EUR 7,630,000 and whose
          share capital is fully paid-up and continuously held as to at least
          75 per cent. by individuals (or by a company meeting these requirements)
          are exempt from this contribution. For such companies, with respect
          to the first EUR 38,120 of taxable income for each 12-month period,
          the tax rate is 25 per cent. for financial years commencing in or before
          2001 and 15 per cent. for those commencing after 1 January 2002.
        If a
          company satisfies the conditions above and has opted for the parent
          company tax regime pursuant to Articles 145 and 216 of the CGI, any
          dividends received are excluded from such companys tax base, other
          than a portion corresponding to fees and expenses equal to 5 per cent.
          of the gross amount of such dividend (tax credit included). The tax
          credits attaching to these dividends cannot be set off against corporation
          taxes but may be set off for five years against theprécompte,
          in which case the tax credit is equal to 50 per cent. of the dividends
          received.(b)
      Capital gainsDisposals
          of shares other than participating shares give rise to a gain or loss
          which must be included in taxable income, subject to corporate tax at
          the rate of 33 1/3 per cent. In addition, a supplement equal to 3 per
          cent. of the corporation tax is levied (Article 235 ter ZA of the CGI)
          and, where applicable, the social contribution of 3.3 per cent. (Article
          235 ter ZC of the CGI) is levied.
        Capital
          gains arising from the disposal of A Shares that are characterised as
          participating shares, or that are treated for tax purposes as participating
          shares, are eligible for the long-term capital gains regime provided
          that such A Shares have been held for at least two years. Such disposals
          are taxable at the rate of 19 per cent. (or, if applicable, at the rate
          of 15 per cent., with respect to up to EUR 38,120 of taxable income
          for each 12-month period commenced after 1 January 2002, for companies
          that fulfil the conditions described in paragraph 2.7.4.1.2 (a) above),
          provided that the obligation to book a special reserve for long-term
          capital gains has been complied with. In addition, a supplement equal
          to 3 per cent. of the corporation tax is levied (Article 235 ter ZA
          of the CGI) and, where applicable, the social contribution of 3.3 per
          cent. (Article 235 ter ZC of the CGI) is levied.
        Among
          other things, shares accounted for as participating shares and, subject
          to certain conditions, A Shares purchased pursuant to a public take-over
          bid or exchange offer, as well as shares that benefit from the parent
          company tax regime or whose acquisition price is at least equal to EUR
          22,800,000, are considered to be participating shares .  2.7.4.2
    Non-French tax residents  (a)
      DividendsDividends
          distributed by companies having a registered office in France are subject
          to withholding tax of 25 per cent. when the beneficiarys tax domicile
          or registered office is outside France.
        Under
          certain conditions, under applicable international tax treaties or pursuant
          to Article 119 ter of the CGI, such withholding tax may be reduced or
          eliminated and the tax credit ( avoir fiscal) may be transferred.
        As an
          exception, dividends from a French source paid to persons who do not
          have a tax domicile or registered office in France and that entitle
          the recipient to transfer the tax credit pursuant to a tax treaty for
          the avoidance of double taxation shall only be subject to withholding
          tax at the reduced rate provided for in the treaty; provided, among
          other things, that the relevant persons demonstrate, prior to


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Non-binding
    free translation into English for information purposes only Original in French  the date
          of payment of the dividends, that they are not French tax residents
          within the meaning of the relevant treaty (Bulletin
          Officiel des Impôts4-J-1-94, instruction
          of 13 May 1994). The tax credit is, where applicable, refunded subject
          to the deduction of the applicable withholding tax at the rate provided
          for in the tax treaty.(b)
      Capital gainsPersons who are not domiciled in France
        for tax purposes within the meaning of Article 4 B of the CGI or whose
        registered office is located outside France are not subject to capital
        gains tax upon disposals of A Shares, provided that such persons have
        not held, directly or indirectly, either individually or together with
        family members, at any time during the five years preceding the disposal,
        more than 25 per cent. of the profits of Pechiney, and provided that these
        securities are not listed in the assets of a permanent establishment or
        fixed base located in France.   2.7.5 Listing
    of new A Shares Application
    will be made from time to time to list any new A Shares issued as a result
    of conversion on the Premier Marché of Euronext Paris S.A. Existing
    A Shares that have been exchanged shall be immediately tradeable. 2.7.5.1
    Assimilation of new A Shares Application
    will be made to list any new A Shares issued as a result of conversion for
    trading on the Premier Marché of Euronext Paris S.A. as of the
    date of delivery, either directly on the same line with the existing A Shares
    or, initially, on a second line. The A Shares
    are quoted on the Premier Marché of Euronext Paris S.A. (Sicovam
    code: 13290). The A Shares
    are admitted to the Deferred Settlement System (Système de Règlement
    Différé(SRD))
    and form part of the SBF 120 Index. 2.7.5.2
    Other markets and listings The A Shares
    are listed on the New York Stock Exchange in the form of American Depositary
    Shares (ADSs) on the basis of one share for two ADSs. Any new A Shares delivered
    upon conversion of Bonds will not be listed on the New York Stock Exchange. In Europe,
    the A Shares are included in the Dow Jones Euro Stoxx Index. In addition,
    the A Shares are traded in Euros in London on the SEAQ International system
    under the symbol PECHaq.L. 2.7.5.3
    Trading volume and share price The table
    below shows the share price and the volume of transactions in A Shares on
    thePremier Marchéof Euronext Paris S.A. from July 2000 through March 2002. Average
      
      Average value ofTrading volume
      
      Daily volume
      
      High
      
      LowVolume/Month
      
      per session
      
      (in thousands of EUR)
      
      (in EUR)
      
      (in EUR)2000July
      6,072,635
      
      303,632
      
      14,410
      
      50.55
      
      43.50August
      6,080,670
      
      264,377
      
      13,173
      
      52.30
      
      47.40September
      4,722,948
      
      224,902
      
      11,014
      
      52.50
      
      43.50


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Non-binding
    free translation into English for information purposes only Original in French Average
      
      Average value ofTrading volume
      
      Daily volume
      
      High
      
      LowVolume/Month
      
      per session
      
      (in thousands of EUR)
      
      (in EUR)
      
      (in EUR)October
      7,109,965
      
      323,180
      
      13,453
      
      47.00
      
      37.90November
      5,506,211
      
      250,282
      
      10,855
      
      46.58
      
      40.20December
      4,420,697
      
      232,668
      
      11,020
      
      49.21
      
      42.892001January
      5,687,412
      
      258,519
      
      12,522
      
      51.80
      
      45.50February
      8,865,180
      
      443,259
      
      23,519
      
      56.80
      
      49.11March
      6,741,472
      
      306,431
      
      15,625
      
      57.30
      
      43.50April
      10,404,618
      
      547,611
      
      29,479
      
      61.45
      
      45.22May
      11,206,911
      
      509,405
      
      32,175
      
      68.65
      
      56.15June
      8,450,591
      
      422,530
      
      24,724
      
      65.60
      
      52.50July
      7,341,640
      
      333,711
      
      19,368
      
      63.40
      
      51.55August
      4,633,242
      
      201,445
      
      11,279
      
      61.70
      
      53.00September
      6,300,677
      
      315,034
      
      14,056
      
      56.35
      
      30.04October
      6,971,097
      
      303,091
      
      14,068
      
      51.45
      
      40.35November
      6,797,203
      
      308,964
      
      16,377
      
      56.70
      
      47.41December
      5,515,999
      
      306,444
      
      17,070
      
      59.40
      
      52.602002January
      6,012,852
      
      273,311
      
      16,458
      
      63.25
      
      57.05February
      14,662,373
      
      733,119
      
      48,585
      
      63.80
      
      57.20March
      7,403,262
      
      370,163
      
      22,158
      
      61.95
      
      58.10 Source:
    Monthly activity reports provided by Euronext 2.7.5.4
    American Depositary Share ("ADS") price The table
    below shows the price of the ADSs listed on the New York Stock Exchange from
    May 2000 through March 2002: Month
      
      High
      
      Low(in USD)
      
      (in USD)2000May
      
      23.63
      
      20.25June
      
      21.63
      
      19.75July
      
      23.88
      
      20.81August
      
      23.38
      
      21.25September
      
      23.38
      
      19.38October
      
      20.38
      
      16.38


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Non-binding
    free translation into English for information purposes only Original in French Month
      
      High
      
      Low(in USD)
      
      (in USD)November
      
      19.63
      
      17.25December
      
      22.81
      
      19.132001January
      
      23.90
      
      21.13February
      
      25.65
      
      23.53March
      
      26.30
      
      19.70April
      
      27.35
      
      20.35May
      
      30.00
      
      26.25June
      
      27.85
      
      23.10July
      
      26.80
      
      23.30August
      
      26.20
      
      23.80September
      
      24.80
      
      16.05October
      
      23.00
      
      18.65November
      
      25.10
      
      21.40December
      
      26.05
      
      24.002002January
      
      28.13
      
      25.34February
      
      27.24
      
      25.25March
      
      27.24
      
      25.60 Source: Monthly
    activity reports provided by The Bank of New York


39


Non-binding
    free translation into English for information purposes only Original in French CHAPTER
    III GENERAL
    INFORMATION ON PECHINEY AND ITS SHARE CAPITAL General information
    concerning Pechiney and its share capital can be found in the Annual Report,
    which was filed with the U.S. Securities and Exchange Commission ("SEC") on
    18 March 2002. The information therein is correct at the date of this final
    prospectus, subject to the significant developments detailed below. 3.1 GENERAL
    INFORMATION CONCERNING PECHINEY By adoption
    of resolution 17, the ordinary and extraordinary general shareholders
    meeting of Pechiney held on 28 March 2002 amended certain provisions of Pechineys
    by-laws to reflect the following: (i) the codification in Part II of the new
    French Commercial Code of the provisions of French Law no. 66-537 of 24 July
    24 1966 relating to French corporations (ordinance no. 2000-912 of 18 September
    2000); and (ii) the codification in the new French Financial and Monetary
    Code of the provisions of French Law No. 88-1201 of 23
    December 1988 relating to collective vehicles for investment in securities,
    in particular, those governing employee mutual investment funds (ordinance
    no. 2000-1223 of 14 December 2000). By adoption
    of resolution 18, the general shareholders meeting held on 28 March
    2002 amended certain provisions of Pechineys by-laws in order to harmonise
    them with the new legal provisions governing the functioning of French corporations
    set forth in Law no. 2001-152 of 19 February 2001 regarding employee stock
    purchase plans, which were incorporated in the French Labour Code and the
    new French Commercial Code, as well as those set forth in Law no. 2001-420
    of 15 May 2001, enacting new economic regulations (the "Law of 15 May 2001"),
    which were incorporated in the new French Commercial Code. The following discussion
    summaris es and explains these amended provisions of the by-laws: 1)
      Registered intermediaries may, subject to certain
        conditions, represent shareholders who are not French residents, for whom
        they act as depositary, at a general shareholders meeting (See Annual
        Report, Item 10Additional InformationMemorandum and Articles
        of AssociationAttendance and Voting at Shareholders Meetings).
        An additional paragraph was included in Article 10 of the by-laws (which
        relates to the obligation to notify Pechiney when legal or statutory thresholds
        have been crossed) in order to extend this obligation to such registered
        intermediaries for all the shares they hold on behalf of shareholders
        (article 119, 3°, of the Law of 15 May 2001 amending article L.233-7
        of the French Commercial Code) (See Annual Report, Item 10Additional
        InformationMemorandum and Articles of AssociationRequirements
        for Holdings Exceeding Certain Percentages).2)
      An additional paragraph was included in Article 27
        (which relates to the admission of shareholders to general meetings) in
        order to permit registered intermediaries to represent shareholders who
        are not French residents for whom they act as depositary of bearer shares,
        and to vote such shares in proportion to the shareholding (article 119,
        1°, of the Law of 15 May 2001 adding a new article L.225-107-1 to
        the French Commercial Code) (See Annual Report, Item 10 Additional
        InformationMemorandum and Articles of Association Requirements for
        holdings exceeding certain percentages  Attendance and Voting at
        Shareholders Meetings).3)
      Paragraph 3.3 of Article 15 A).3. of Pechineys
        by-laws was amended in order to reflect changes required by the Law of
        19 February 2001, regarding employee stock purchase plans. These provisions
        reduce the minimum number of shares required to be held by employees for
        them to be entitled to appoint a director representing employee shareholders
        from 5 per cent.of Pechineys share capital to 3 per cent. of Pechineys
        share capital (Article 24, first paragraph, of the Law of 19 February
        2001 regarding employee stock purchase plans amending Article L.225-23
        of the French Commercial Code).


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Non-binding
    free translation into English for information purposes only Original in French  4)
      The amendments to the second paragraph of Article
        29 (relating to the agenda at shareholders meetings) are designed
        to reflect the new provisions enabling Pechineys workers committee
        to propose resolutions to be included on the agenda for shareholders
        meetings (Article 99 of the Law of 15 May 2001 incorporated in article
        L.432-6-1 of the French Labour Code).5)
      The amendments to the first paragraph of Article
        32 (relating to the composition of the Executive Committee) reflect the
        fact that the ability of the board of directors to appoint a "Vice-President"
        has been deleted from Article 17. These amendments also grant the chairman
        of the board of directors all powers necessary to ensure that Pechineys
        governing bodies are functioning properly, and in particular that the
        shareholders meeting is held correctly if he is unable to chair
        the meeting.6)
      The amendments to the second paragraph of Article
        36 (relating to powers of the ordinary shareholders meeting) provide
        that Pechineys consolidated financial statements now fall within
        the powers of the ordinary shareholders meeting (Article 118 of
        the Law of 15 May 2001 amending article L.225-100 of the French Commercial
        Code). However, the new provisions provide only that the financial statements
        will be submitted to and discussed by the shareholders (Article 118 of
        the Law of 15 May 2001 amending Article L.225-100 of the French Commercial
        Code), since, following the introduction of the Law of 15 May 2001, there
        is no provision that requires the express approval of the consolidated
        financial statements by the general shareholders meeting (unlike
        the non-consolidated parent company accounts, which require approval prior
        to the distribution of a dividend, i.e. Article L.225-100 of the French
        Commercial Code remains unchanged).  3.2 GENERAL
    INFORMATION CONCERNING PECHINEYS SHARE CAPITAL 3.2.1 Share
    Capital At its meeting
    on 30 January 2002, Pechineys board of directors noted, pursuant to
    the provisions of the third paragraph of article L.225-178 of the French Commercial
    Code, that Pechineys share capital had increased from EUR 1,244,174,147.50
    to EUR 1,244,799,397.50 following an issuance during 2001 of 41,000 new A
    Shares, each with a par value of EUR 15.25. This increase resulted from the
    exercise of stock options granted by Pechiney on 26
    June 1996, pursuant to the authorisation granted by the general shareholders
    meeting of 29 March 1996. Pechineys share capital at 31 December 2001
    therefore increased from EUR 1,244,174,147.50 to EUR 1,244,799,397.50, divided
    into 80,535,146 A Shares and 1,091,044 B shares, each of which is fully paid-up
    and has a par value of EUR 15.25. In addition,
    on 14 December 2001 the board of directors set the final terms of a capital
    increase, which was carried out pursuant to the authorisation granted by resolution
    13 of the general shareholders meeting of 29 March 2001. This resolution
    permitted the board to increase the share capital on one or more occasions
    over a period of five years, subject to a maximum aggregate nominal amount
    of EUR 50 million, without preferential subscription rights for the benefit
    of the employees of Pechiney or of its French foreign affiliates within the
    meaning of article L.225-180 of the French Commercial Code which participate
    in the group savings plan. In accordance with the provisions of the third
    paragraph of article L.225-178 IV of the French Commercial Code, the share
    capital was increased on 24 January 2002, upon closing
    of the employee offering approved on 14 December 2001, from EUR 1,244,799,397.50
    to EUR 1,257,842,371.75 by the issuance of 855,277 new A Shares, each of which
    is fully paid-up and has a par value of EUR 15.25. As a result,
    Pechineys share capital at 31 December 2001 increased from EUR 1,244,174,147.50
    to EUR 1,244,799,397.50, divided into 80,535,146 A Shares and 1,091,044 B
    shares, each of which is fully paid-up and has a par value of EUR 15.25.


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    free translation into English for information purposes only Original in French The following
    table shows the breakdown of Pechineys share capital and voting rights
    as of 24 January 2002, based on information received by Pechiney at 31 December
    2001 from shareholders exceeding the legal threshold set forth in the first
    paragraph of article L.233-7 of the French Commercial Code: Percentage
      
      PercentageNumber of
      
      of share
      
      of votingshares held
      
      capital
      
      rights(4)Electricité de France(1)
      6,321,990
      
      7.67
      
      8.01AGF Assurances
      5,081,067
      
      6.16
      
      6.44Franklin Resources, Inc.(2)
      5,469,983
      
      6.63
      
      6.93Employees(3)
      2,284,879
      
      2.77
      
      2.89Pechiney (A Shares repurchased in 2000
        or 2001)(4)
      2,557,896
      
      3.10
      
      --Pechiney Nederland NV (self-controlling)(4)
      982,669
      
      1.19
      
      --Others
      58,691,939
      
      71.16
      
      74.36Subtotal A Shares
      81,390,423
      
      98.68
      
      98.63Pechiney (Shares repurchased in 2001)(4)
      14,099
      
      0.02
      
      --Others
      1,076,945
      
      1.30
      
      1.37Subtotal B Shares
      1,091,044
      
      1.32
      
      1.37Total A Shares and B Shares
      82,481,467
      
      100.00
      
      100.00 (1)
      Pechiney was informed that
        Electricité de France sold its participation in the share capital
        of Pechiney on 27February 2002 (pursuant to the notice of the Conseil
        des marchés financiers on 28 February 2002) and that FMR Corp.
        and Fidelity International Limited crossed the 5% threshold of share capital
        and voting rights in Pechiney by holding 4,983,180 shares as of 28 February
        2002 through common funds managed by their subsidiaries (pursuant to the
        notice of the Conseil des marchés financiers dated 6 March 2002).(2)
      Shares held by Franklin Resources,
        Inc. and its subsidiaries consist primarily of those held by Templeton
        Worldwide through its investment funds and managed clients accounts.(3)
      Of which 1,429,602 A Shares
        were held as of 31 December 2001 and 855,277 new A Shares were subscribed
        for and issued on 24 January 2002.(4)
      The 3,554,664 shares held by
        Pechiney or Pechiney Nederland NV have no voting rights under the provisions
        of article L.225-210 of the French Commercial Code. To Pechineys
    knowledge, no shareholders other than those listed above hold more than 5%
    of its share capital or voting rights. As o f 30
    January 2002, no shareholders' voting agreement had been disclosed to Pechiney. 3.2.2 Authorised
    but Unissued Share Capital, Capital Increase Obligations By adoption
    of resolutions 22, 23 and 24, the general shareholders meeting held
    on 28 March 2002 granted Pechineys board of directors new authorisations
    to issue securities. These authorisations replace those previously granted
    at the general shareholders meeting of 29 March 2001, which will expire
    in May 2003. The authorisations will, unless otherwise stated, be valid for
    a period of 26 months expiring on 27 May 2004.


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    free translation into English for information purposes only Original in French Pechineys
    board of directors therefore has all powers to issue at any time, in France
    or abroad, securities giving access to a portion of Pechineys share
    capital immediately or at a later date, other than preferential shares and
    investment certificates. These powers may be delegated to Pechineys
    President, to the extent permitted by law. The maximum
    nominal amount by which the capital may be increased through the issuance
    of securities giving access to a portion of Pechineys share capital
    immediately or at a later date, with preferential subscription rights, (resolution
    22) or by the incorporation of premiums, reserves, profits (resolution 24),
    is EUR 490 million. This amount includes the nominal amount of additional
    shares to be issued in order to enable holders of debt securities giving access
    at a later date to a portion of the share capital of Pechiney to maintain
    their percentage rights, as required by law. Shares may also be issued without
    preferential subscription rights, subject to a maximum nominal amount of EUR
    245 million (resolution 23). The principal amount of debt securities giving
    access at a later date to a portion of the share capital that may be issued
    pursuant to the authorisation may not exceed EUR 700 million. These resolutions
    terminate and replace the previous authorisations granted by the general shareholders
    meeting of 29 March 2001. In addition,
    pursuant to the new provisions of article L.225-129 VII of the French Commercial
    Code (which require that the general shareholders meeting vote on a
    draft resolution authorising a capital increase reserved for employees of
    Pechiney, to the extent that the agenda for the general shareholders
    meeting includes a resolution authorising any other capital increases), the
    general shareholders meeting held on 28 March 2002 authorised the board
    of directors in resolution 25 to issue new shares reserved for employees of
    Pechiney who participate in a group savings plan in accordance with the legal
    provisions of the French Labour Code. This authorisation is valid for five
    years ending on 27 March 2007. It replaces the portion remaining unused of
    the preceding authorisation granted by the general shareholders meeting
    of 29 March 2001. The maximum nominal amount authorised under the new resolution
    is EUR 37 million. 3.2.3 Authorisation
    to repurchase shares In accordance
    with the provisions of article L.225-209et seq.of the French Commercial Code, the general shareholders meeting held
    on 28 March 2002 authorised Pechineys board of directors in resolution
    4 to purchase Pechineys own shares with a view to their resale, transfer
    or later cancellation. This authorisation replaces the previous authorisation
    granted by the general shareholders meeting of 29 March 2001, which
    would have expired on 28 September 2002. The new authorisation is valid for
    a period of 18 months ending on 27 September 2003, i.e. after Pechineys
    current financial year. In accordance
    with COB Regulation No. 98-02 of 6 September 1998 (as amended), the purposes
    and terms of any such repurchases of shares that may take place were set forth
    in an information memorandum which received the visa of the COB (No. 02-219)
    on 8 March 2002. Purposes of
    share repurchases and the use of repurchased shares Pechiney intends
    to make use of the legal provisions allowing it to repurchase shares in pursuit
    of the following objectives (in order of priority): 1.
      to stabilise the price of A Shares and
        B shares, through systematic intervention against market movements;2.
      to establish share purchase programmes
        and/or to grant share options, in each case for the benefit of employees
        of Pechiney or of related companies meeting the conditions set forth in
        article L.225-180 of the French Commercial Code;3.
      to deliver shares upon exercise of rights
        attached to securities that entitle their holders to receive Pechiney
        shares, whether upon redemption, conversion, exchange, through the presentation
        of a warrant or in any other manner;4.
      to deliver such shares in exchange offers
        for purposes of acquisitions; and


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Non-binding
    free translation into English for information purposes only Original in French  5.
      to cancel such shares in order to optimise earnings
          per share.  Methods
    of repurchase Pechiney will
    be able to retain, exchange, sell or transfer the repurchased shares. The
    shares may be repurchased in any manner, including through intervention in
    the market, the purchase of blocks of shares or through derivatives other
    than share purchase options. In addition, since there is no restriction on
    the purchase of blocks of shares, the entire authorisation to repurchase shares
    may be used in purchasing blocks of shares, provided that Pechiney shall ensure
    that it does not hold at any time, directly or indirectly, more than 10% of
    the total number of shares comprising its share capital. Length
    and timetable of the repurchases In conformity
    with resolution 4 passed by the shareholders during the general shareholders
    meeting held on 28 March 2002, the authorisation to repurchase shares permits
    such repurchases until 27 September 2003. The power
    to cancel part or all of the shares repurchased and to reduce the share capital
    of Pechiney accordingly, granted by resolution 11 of the general shareholders
    meeting of 29 March 2001, is maintained, as initially scheduled, for a period
    of 24 months, i.e., until 28 March 2003. 3.2.4 Authorisation
    to issue debt securities By adoption
    of resolution 16, the general shareholders meeting held on 28 March
    2002 granted the board of directors a new authorisation to issue debt securities
    with a maximum principal amount of EUR 1.0 billion. This authorisation replaces
    the authorisation previously granted by the general shareholders meeting
    held on 2 June 1999, which allowed debt securities to be issued up to a maximum
    principal amount of EUR 500 million. That authorisation was scheduled to expire
    on 1 June 2004.


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    free translation into English for information purposes only Original in French CHAPTER
    IV GENERAL
    INFORMATION ON PECHINEYS BUSINESS General information
    about Pechiney's business can be found in the Annual Report, which was filed
    with the SEC on 18 March 2002.


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    free translation into English for information purposes only Original in French CHAPTER
    V CONSOLIDATED
    FINANCIAL STATEMENTS General information
    about Pechiney's financial statements can be found in the Annual Report, which
    was filed with the SEC on 18 March 2002.


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    free translation into English for information purposes only Original in French CHAPTER
    VI BODIES
    RESPONSIBLE FOR ADMINISTRATION, 
    MANAGEMENT AND SUPERVISION General information
    about Pechiney's administration and management can be found in the Annual
    Report, which was filed with the SEC on 18 March 2002. The information therein
    is correct at the date of this final prospectus, subject to the significant
    developments detailed below. 6.1 MEMBERS
    OF THE BOARD OF DIRECTORS AND EXECUTIVE OFFICERS During the
    general meeting of 28 March 2002, the shareholders appointed or renewed the
    appointments of the following directors. In each case, the term of office
    is four years, expiring at the close of the shareholders meeting to
    be called to review the financial statements for the fiscal year ending 31
    December 2005: Mr. François Ailleret, born in 1937 (term renewed
      by resolution 5): Mr. François Ailleret is also a director of Electricité
      de France, Chairman of EDF International, a director of C.I.E. (Ivory Coast),
      a director of Edelfi (France), of Lydec (Morocco) and of SMEG (Monaco).
      He is also a member of the public companies group of theConseil
      économique et social, the Chairman
      of the Comité des études du Conseil mondial de lénergie
      and the Chairman of the Conseil français de lénergie;
    Mr. Etienne Davignon, born in 1932 (term renewed by
      resolution 6): Mr. Etienne Davignon is also Vice-President of Société
      Générale de Belgique, Chairman of the Compagnie des Wagons-Lits
      and Chairman of Sibeka. He is also vice-president of Umicore (Belgium),
      Petrofina (Belgium), Fortis (Belgium), Tractebel (Belgium), Arbed (Luxembourg)
      and Accor (France). He is a director of Sofina S.A. (Belgium), Solvay S.A.
      (Belgium), Recticel (Belgium), Sidmar (Belgium), Compagnie Maritime Belge
      (Belgium), Suez (France), Gilead (United States), IDG (United States) and
      Anglo American (United Kingdom). He is a member of the supervisory board
      of BASF (Germany);
    Mr. Jean-François Dehecq, born in 1940 (term
      renewed by resolution 7): Mr. Jean-François Dehecq is Chairman of
      Sanofi-Synthélabo. He is also Chairman and representative director
      of Sanofi-Synthélabo Daiichi Pharmaceuticals Co., Ltd (Japan), a
      director of Air France, Finance et Management, Balmain, Financière
      Yves Rocher and of LaboratoiresDaiichi Sanofi-Synthélabo. He
      is the permanent representative
      of Sanofi-Synthélabo to the board of directors of Sanofi-Synthélabo
      Recherche, and a director of Fusijawa Sanofi-Synthélabo (Japan) and
      Sanofi-Synthélabo Inc. (United States);
    Mrs. Germaine Gibara, born in 1944 (newly appointed
      by resolution 8): Mrs. Germaine Gibara is Chairman of Avvio Management Inc.
      She is a director of Clarica (Canada) and Corel Corporation (Canada);
    Mr. Jean-Paul Jacamon, born in 1947 (newly appointed
      by resolution 9): Mr. Jean-Paul Jacamon is advisor to the Chairman of Schneider
      Electric. He is a director of Rexecode;
    Mrs. Anne Lauvergeon, born in 1959 (term renewed by
      resolution 10): Mrs. Anne Lauvergeon is Chairman of the board of Areva and
      Chairman and Chief Executive Officer of Cogema. She is also a director of
      Suez, TotalFinaElf and Sagem, and she is the permanent representative of
      Cogema to the board of directors of Usinor and Eramet;
    Mr. Yves Mansion, born in 1951 (term renewed by resolution
      11): Mr. Yves Mansion is an Inspecteur Général des Finances.
      He is also a director of Caisse Centrale de Réassurance, an alternate
      director of Entreprise de Recherches et dActivités Pétrolières
      (ERAP), a member of the supervisory board of Euler and Chairman of the Commission
      Plénière des Assurances de Biens et de responsabilité;


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Non-binding
    free translation into English for information purposes only Original in French Mr. Baudouin Prot, born in 1951 (term renewed by resolution
      12): Mr. Baudouin Prot is a Senior Executive Officer of BNP Paribas. He
      is also the Chairman of Compagnie Immobilière de France, Chairman
      of BNP Paribas E3 and a director of BNP Intercontinentale. He is a member
      of the supervisory boards of Pinault-Printemps-Redoute, Cetelem and of Fonds
      de Garantie des Dépôts. He is the permanent representative
      of BNP Paribas to the board of directors of Accor, Banque Pétrofigaz
      and Answork;
    Mr. Jean-Pierre Rodier, born in 1939 (term renewed
      by resolution 13): Mr. Jean-Pierre Rodier became Chairman of Pechiney in
      1994. He is also Chairman of Eurométaux and Entreprise & Personnel
      and is a member of the managing team of Transatlantic Business Dialogue;
    Mr. H. Onno Ruding, born in 1939 (term renewed by resolution
      14): Mr. H. Onno Ruding is Vice-Chairman and director of Citibank. He is
      also a director of Corning Inc. (United States), Unilever and RTL
      Group. He is a member of the Commission Trilatérale, the International
      Consulting Board of the Federal Reserve Bank of New York, of the Conseil
      Consultatif Européenof AECA, the American Chamber of Commerce
      in the Netherlands and the Conseil consultatifs internationaux of
      Robeco and the Federation of Korean Industries. 6.2 FUNCTIONING
    OF THE BOARD OF DIRECTORS AND EXECUTIVE OFFICERS In addition,
    by adoption of resolution 18, the general shareholders meeting held
    on 28 March 2002 amended certain provisions of Pechineys by-laws in
    order to harmonise them with the new legal provisions governing the functioning
    of French corporations set forth in Law No. 2001-152 of 19 February 2001 (regarding
    employee stock purchase plans), which has been incorporated into the French
    Labour Code and the new French Commercial Code, and the new provisions set
    forth in Law of 15 May 2001, which has been incorporated into the new French
    Commercial Code. The following discussion summarizes and explains these amended
    provisions: 1)
      The maximum
          number of directors that the general shareholders meeting can
          appoint, in addition to those directly elected by the employees and
          those representing employee shareholders, is reduced to 18
          (Article 104 of the Law of 15 May 2001 amending article L.225-17 of
          the French Commercial Code). Article 15 A).1. of the by-laws was amended
          accordingly.2)
      Article A).2. and paragraph 3.1.b) of
        Article 15 A).3. of the by-laws were amended in order to grant the chairman
        of the board of directors (rather than the Chief Executive Officer) the
        power to set the specific terms of elections by employees of employees
        representatives on the board, as well as the specific terms of pre-selection
        by employee shareholders of candidates for such positions, to the extent
        that these terms are not provided for by law or in Pechineys by-laws.
        These amendments reflect the fact that the power to set such terms relate
        to the proper functioning of the governing bodies of Pechiney and that,
        since the Law of 15 May 2001 came into effect, the proper functioning
        of the governing bodies of Pechiney comes within the powers of the chairman
        of the board of directors, whether or not he also holds the position of
        Chief Executive Officer.3)
      The director representing the employee
        shareholders is exempt, by law, from any obligation to hold the minimum
        number of shares which the by-laws require in order to exercise the functions
        of director (Article 115 3° of the Law of 15 May 2001 amending article
        L.225-25 of the French Commercial Code).4)
      Article 17, which relates to the organization
        of the board of directors, was amended as follows:-
      to ensure that a single Article of the by-laws deals
        with all provisions regarding the position of chairman of the board. Article
        21, which previously dealt with such position, now relates only to the
        management powers and responsibilities of the Chief Executive Officer,
        reflecting the


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Non-binding
    free translation into English for information purposes only Original in French  distinction between those two positions introduced
        by the Law of 15 May 2001 (Article 106, 4° of the Law of 15 May 2001
        amending article 225-51 of the French Commercial Code);-
      to set forth the powers of the chairman of the board,
        in accordance with the powers and responsibilities granted to him by law
        (article 106, 3° of the Law of 15 May 2001 amending article 225-51
        of the French Commercial Code);-
      to provide officially that the board of directors
        may adopt internal rules, since the ability of directors to attend board
        meetings without being physically present or by videoconference (other
        than meetings where the annual financial statements or issues relating
        to directors are discussed) may only be set forth in such internal rules
        (Article 109 1° of the Law of 15 May 2001 amending article 225-37
        of the French Commercial Code); and-
      to remove
          the right to appoint a "Vice-President". No
          Vice-President has been appointed by Pechiney,
          since the purpose of such appointment in practice is generally to confer
          an honorary title on a director, and in addition the title of "Vice
          President" has no meaning in French law.5)
      Article 18, which relates to meetings
        of the board of directors, was amended in order to harmonise Pechineys
        by-laws with the new legal provisions governing the calling of board meetings
        (article 106, 2°, as introduced by the Law of 15 May 2001 incorporating
        article 225-36-1 into the French Commercial Code). In addition, the general
        shareholders meeting held on 28 March 2002 resolved to remove the
        duty of directors to be physically present at board meetings, in favour
        of a more general duty to attend, thus enabling certain directors to attend
        externally or by videoconference for those meetings at which their actual
        presence is not legally required (Article 109, 1° of the Law of 15
        May 2001 amending article 225-37 of the French Commercial Code).6)
      The amendments to the last paragraph
        of Article 19, which relates to the minutes of the meeting of the board
        of directors, enable the board to record a directors attendance
        at a board meeting, rather than his or her physical presence, in order
        to reflect the amendments to Article 18.7)
      The amendments to Article 20, which relates
        to the powers of the board of directors, redefine the powers of the board
        of directors in accordance with the powers granted by law (article 106
        1° of the Law of 15 May 2001, amending article 225-35 of the French
        Commercial Code).8)
      Article 21, which relates to the President
        and the management of Pechiney, is amended as follows in order to relate
        solely to the general management of Pechiney, reflecting the distinction
        introduced by law between general management and the chairman of the board
        of directors (Article 106, 4° of the Law of 15 May 2001 amending article
        225-51 of the French Commercial Code):-
      paragraph 1 specifies, in accordance with Article
        131 of the Law of 15 May 2001, the conditions under which the board of
        directors may choose one or two individuals to act as chairman of the
        board of directors and Chief Executive Officer (Article 106, 4° of
        the Law of 15 May 2001 adding a new article 225-51-1 to the French Commercial
        Code); if the board of directors appoints one individual to both roles,
        the chairman of the board of directors will assume the management of Pechiney,
        with the title of Président-Directeur Général;
        if the board of directors appoints two individuals, another person appointed
        by the board of directors will assume the management of Pechiney with
        the title ofDirecteur Général;-
      paragraph 2 lists the powers vested in the person
        assuming the general management of Pechiney, in his or her capacity as
        Directeur Général, as specified
        by law (Article 107, 4° of the Law of 15 May 2001 amending article
        225-56 to the French Commercial Code), including if this person also acts
        as chairman of the board of directors (Article 106, 4° of the Law
        of 15 May 2001 adding a new article 225-51-1 to the French Commercial
        Code);


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Non-binding
    free translation into English for information purposes only Original in French -
      paragraph 3 is amended to reflect the fact that if
        this individual assumes the general management of Pechiney, he or she
        shall be deemed to be the legal representative of the company with complete
        authority to act on a daily basis on its behalf (Article 107, 4° of
        the Law of 15 May 2001 amending article 225-56 of the French Commercial
        Code), including in legal proceedings; and-
      paragraph 4 restates the current provisions concerning
        those persons who assist the legal representative of Pechiney and who
        share the same legal powers as such person. Prior to enactment of the
        Law of 15 May 2001, these individuals held the title ofDirecteur
        Généraland, as such, assisted
        the chairman of the board of directors with the same general powers vis
        -à-vis third parties. From now on, these individuals hold the title
        of Directeur Général Délégué
        (Article 107, 1° of the Law of 15 May 2001 amending article 225-53
        of the French Commercial Code) and, in such capacity, assist the person
        who assumes the general management of Pechiney (referred to in the same
        article), with the same general powers vis -à-vis third parties
        as the person whom they assist (article 107 4° of the Law of May 15,
        2001 amending article 225-56 of the French Commercial Code). The appointment
        ofDirecteurs Généraux Délégués
        in charge of assisting the Directeur Général(or
        the Président-Directeur Général if he or she
        also holds the positions of the chairman of the board) remains optional,
        as was the case before the Law of 15 May 2001 with the Directeurs Générauxin charge of assisting the chairman of the board of directors (Article
        107 1° of the Law of 15 May 2001).9)
      The amendment to Article 22, relating
        to directors compensation, is designed to reflect the fact that
        the board of directors is free to determine the breakdown of the lump
        sum annual amount allocated to it by the general shareholders meeting
        for the payment of directors fees, and is not required to distribute
        an identical sum to each director from one year to another. The law now
        provides expressly that the board of directors may determine the breakdown
        of the lump sum amount allocated to it by the general shareholders
        meeting (Article 117I of the Law of 15 May 2001 amending article L.225-45
        of the French Commercial Code). Since financial year 1998, half of the
        fees paid each year to each director of Pechiney has been allocated in
        accordance with his or her actual participation in the board meetings
        and in meetings of any special committees of the board of which such director
        is a member (see Annual Report, Item 6  Directors, Senior Management
        and Employees  Compensation of Directors and Officers  Directors
        Compensation).10)
      The amendments to Article 12, relating
        to the agreements between Pechiney and its directors, harmonise the provisions
        in Pechineys by-laws pertaining to related party transactions with
        the new provisions in the Law of 15 May 2001, particularly to extend the
        number of matters for which prior approval of the board of directors is
        required (Article 111, 1° of the Law of 15 May 2001 amending article
        L.225-38 of the French Commercial Code).11)
      The amendments to Article 24, which relates
        to directors liability, merely harmonise the provisions in Pechineys
        by-laws that relate to this matter with the relevant provisions of the
        Law of 15 May 2001 (article 107, 6° of the Law of 15 May 2001 amending
        article L.225-251 of the French Commercial Code).  By adoption
    of resolution 19, the general shareholders meeting held on 28 March
    2002 amended certain provisions in Pechineys by-laws in order to maintain
    the mechanism by which board members elected directly by employees of Pechiney
    and its French direct or indirect subsidiaries, as well as a board member
    representing the employee shareholders, are entitled to sit on the board,
    with such additional provisions or adjustments as are specific to Pechiney.
    The amendments are as follows:


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    free translation into English for information purposes only Original in French 1)
      The amendments to Article 15 A) 2., which
        relates to directors elected directly by the employees of Pechiney and
        its direct or indirect subsidiaries, are to maintain the mechanism by
        which directors are appointed by the employees of Pechiney and its direct
        or indirect subsidiaries whose headquarters are situated in France, as
        provided for in Articles L.225-27 to L.225-34 of the French Commercial
        Code (and included in Pechineys by-laws by the general shareholders
        meeting of 6 November 1995, in connection with the privatisation of Pechiney).
        The total number of directors has been reduced from 15 to 12, including
        three (as opposed to two) elected by the employees of the French companies
        of the Group, and the by-laws now set forth the consequences of early
        termination of a directors term of office, as provided for in Article
        L.225-34 II of the French Commercial Code.2)
      The purposes of the amendments to Article
        15 A) 2., relating to the director representing employee shareholders,
        are as follows-
      to delete the provision of the by-laws providing
        for the appointment of a director representing employee shareholders at
        the first general shareholders meeting following the privatisation
        of Pechiney, since the privatisation has been completed and this provision
        is no longer relevant;-
      to delete the provision of the by-laws requiring
        that the director representing employee shareholders hold the minimum
        number of shares required by Article 36 of the by-laws in order to attend
        general meetings, since the requirement for a minimum number of shares
        in order to attend general shareholders meetings was removed by
        the Meeting of 29 March 2001 and is, furthermore, no longer permitted
        under the Law of 15 May 2001;-
      to modify paragraphs 3.1.a) and 3.1.c) in order to
        provide that the members of the supervisory boards of all existing company
        investment mutual funds (FCPE), including those created in connection
        with the employee share offering completed on 24 January 2001, shall attend
        a single meeting in order to enable all funds to pre-select two joint
        candidates for the position of director representing employee shareholders,
        rather than two candidates for each separate fund, in addition to two
        candidates nominated by employees who hold shares of Pechiney directly
        rather than through the company investment mutual funds; and-
      to delete from paragraph 3.3 the current provision
        requiring that, following any resignation, dismissal, or termination of
        a director representing employee shareholders, an election must be held
        to designate a replacement for such director solely for the remaining
        term of office of his or her predecessor.  By adoption
    of resolution 20, the general shareholders meeting held on 28 March
    2002 decided to reduce the term of office of Pechineys directors from
    6 years to 4 years. By adoption
    of resolution 21, the general shareholders meeting held on 28 March
    2002 increased the number of shares which each director must hold during his
    term of office (unless exempted by law) from 10 to 200.


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    free translation into English for information purposes only Original in French CHAPTER
    VII GENERAL
    INFORMATION REGARDING PECHINEY'S RECENT
    DEVELOPMENTS AND PROSPECTS General information
    concerning Pechineys recent developments and prospects is provided in
    the Annual Report, which was filed with the SEC on 18 March 2002. The information
    therein is correct at the date of this final prospectus, subject to the significant
    developments detailed below. 1)
      On 4 February 2002, Pechiney Plastic
        Packaging Inc. announced the acquisition of the American company Phoenix
        Health Care Products. In 2001, this company, which specializes in flexible
        packaging products for the medical field, reported sales of US$ 16 million
        and employed 70 people at a single plant in Milwaukee. It has a wide range
        of products, including packaging for surgical gloves, hospital gowns,
        catheters, syringes, wound dressings, bandages and more.2)
      On 4 February 2002, Pechiney acquired
        the German company Alufin GmbH Tabularoxid. This
        company, which specializes in the production of tabular
        alumina (which is mainly used in high-performance refractories) currently
        employs more than 40 people. Its annual production capacity is currently
        18,000 tonnes, with the potential to double this capacity in the short
        term.3)
      On 20 February 2002, Pechiney World Trade
        acquired the majority of physical contracts for non-ferrous metals and
        inventory of Euromin. This transaction enhances Pechiney World Trades
        position as a major player in the non-ferrous metal business, increasing
        annual turnover by approximately EUR 265 million. Through this acquisition,
        Pechiney intends to substantially increase its market presence in Eastern
        Europe and the Middle East.4)
      On 5 March 2002, Pechiney renewed
        a long-term agreement in the development of the aluminium industry in
        India. Pechiney executives visited India to increase their knowledge of
        recent developments in the local market and to examine possible partnership
        opportunities in the aluminium industry, including investments in greenfield
        projects.
        Pechiney
          has been involved in several joint ventures in India since 1965 with
          Mahindra-Ugine-Steel Co. and Hindustan Electrographite. Since the founding
          of Nalco in 1981, Pechiney has furnished important technological assistance
          to the project and is proud to be associated with a company with recognized
          achievements. Pechiney has also furnished different equipment involved
          in the making of aluminium.
        On his
          first visit to India, Jean-Pierre Rodier, the Chairman of the board
          of directors of Pechiney commented:"Pechiney is the world leader in
          aluminium technology. We are here because we believe that the aluminium
          sector in India is at a turning point in its development and we would
          like to participate in that process by contributing the experience which
          has already produced success in our partnership with Nalco."
        Long-term
          development is a major concern for Pechiney throughout the world. As
          a result, everywhere where it does business, Pechiney is very sensitive
          to the economic, environmental and social aspects of its activities,
          following the ISO standards of local development and exercising a social
          and ecological responsibility. Pechiney is one of the companies used
          as a point of reference for best practices in its industry: Pechiney
          is also at the forefront in the fight against global warming with its
          worldwide effort to reduce greenhouse gases and also follows the most
          advanced local labour practices.


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    free translation into English for information purposes only Original in French  Pechiney is established throughout the
        world and is used to working with different cultures. Pechiney's longstanding
        presence in India has resulted in a profitable partnership. Jean-Pierre
        Rodier commented: "As our partnership with Nalco has proven, Pechiney
        has a special relationship with India. This is the result of many years
        of work and of understanding the aluminium sector, in India and around
        the world. It offers promising perspectives for future development."5)
      On 7 March 2002, Aluminium Pechiney,
        a subsidiary of the Pechiney group, reached an agreement with Eskom of
        South Africa for a multi-year energy supply contract for the operation
        of an aluminium smelter in the industrial development zone of Coega, near
        Port Elizabeth in the Eastern Cape province of South Africa. This agreement
        is a very significant step in the process of establishing an aluminium
        smelter in Coega and opens the road for further discussions with the government,
        potential partners and local communities before a final go-ahead can be
        given for Aluminium Pechineys 2005 Aluminium Smelter project. The
        smelter will use Aluminium Pechineys latest AP50 technology and
        produce around 460,000 metric tonnes of primary aluminium per year.6)
      On 2
          April 2002, Pechiney, Dubai Investments PJSC and Al-Ghurair LLC entered
          into a memorandum of understanding for the creation of an aluminium
          foil rolling plant in the Emirate of Dubai.
        The
          new company, to be called Emiroll, will be operated by Pechiney, which
          will hold 30 per cent. of the share capital. It will use Pechineys
          latest continuous casting and rolling technology. Located in the Dubai
          Investments Park, the plant will be close to the Dubal (Dubai Aluminium
          Company) smelter and the Jebel Ali Free Zone Port, to the south of the
          city.
        Construction
          of the plant is expected to take approximately two years to complete
          and is expected to start by the end of 2002, after detailed engineering
          work and financial arrangements have been finalised.
        Jean-Marc
          Germain, Pechineys Senior Vice-President of the Foil and Strip/Specialities
          Division, commented: "The new plant will complement our existing Pechiney
          Eurofoil operations, which currently have a capacity of 100,000 tonnes
          per year in Europe. Being in Dubai, a major logistics platform, enables
          us to strengthen our market position in the Gulf and in other countries
          of the Middle East and Far East. The association of influential local
          partners like Dubai Investments and Al-Ghurair Private Company with
          a well-regarded aluminium major like Pechiney gives this project the
          very best chance of success."
        Khalid
          Bin Kalban, CEO of Dubai Investments PJSC, expressed satisfaction with
          the progress of the project: "This is another milestone on the road
          to Dubai Investments becoming a leading regional investment company,
          he said. "We had the foresight to identify and isolate a niche in the
          aluminium foil market, both in the region and in nearby markets. Since
          its initiation in 1997, we have invested a significant amount of time
          and resources in this project, and are very happy to see it finally
          reach maturity."
        Majid
          Saif Al-Ghurair of Al-Ghurair Private Company LLC said: "This new joint
          venture, with two companies that are leaders in their fields, reflects
          our plans to focus on solid manufacturing opportunities with strong
          export potential, thus further contributing to the economic growth and
          success of Dubai."
        The
          investment will amount to between US$ 110 million and US$ 120 million,
          for a capacity of 33,000 tonnes per year of aluminium foil, strips and
          coils, to serve both the domestic and export


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Non-binding
    free translation into English for information purposes only Original in French markets. It
    is expected to generate revenues in excess of US$ 80 million and to employ
    approximately 200 individuals. 54