<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-K

[ X ]            ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                   For the fiscal year ended 31 December 1999

                                       OR

[   ]         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                          Commission file number 1-3677

                             ALCAN ALUMINIUM LIMITED

<TABLE>

<S>                                                <C>
Incorporated in:                                   I.R.S. Employer identification No.:

CANADA                                             NOT APPLICABLE
1188 Sherbrooke Street West,
Montreal, Quebec, Canada  H3A 3G2
Telephone:  (514) 848-8000

</TABLE>

Securities registered pursuant to Section 12(b) of the Act:

<TABLE>
<S>                                            <C>
Title                                          Name of each exchange on which
                                               registered

Common Shares  without nominal or par value    Chicago Stock Exchange
                                               New York Stock Exchange
                                               Pacific Stock Exchange

Common Share Purchase Rights                   Chicago Stock Exchange
                                               New York Stock Exchange
                                               Pacific Stock Exchange
</TABLE>

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the Registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months and (2) has been subject to such filing
requirements for the past 90 days: Yes . X. No ...

Indicate by check mark if disclosure of delinquent filers pursuant to item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this form 10-K or any amendment to this
Form 10-K. [X]

The aggregate market value of the voting stock
<TABLE>
<S>                                       <C>
held by non-affiliates:                   $8,367 million, as of 14 February 2000

Common Stock of Registrant outstanding    218,734,110 Common Shares,
                                          as of 14 February 2000

Documents incorporated by reference:      Annual Report to security holders for
                                          the fiscal year ended 31 December 1999
                                          (Parts I, II and IV)
                                          Management Proxy Circular for the
                                          Annual Meeting to be held on 27
                                          April 2000 (Parts III and IV)
</TABLE>



<PAGE>   2

                                    CONTENTS

<TABLE>
<CAPTION>                                                                                  PAGE
                                                                                           ----
<S>                                                                                         <C>
PART I
Items 1 and 2 Business and Properties........................................................2
     Overview of Segments/Divisions..........................................................2
     History/Recent Developments.............................................................3
     Bauxite and Alumina.....................................................................4
     Primary Aluminum........................................................................8
     Aluminum Conversion ...................................................................10
     Recycling..............................................................................13
     Research and Development...............................................................14
     Environmental Regulations..............................................................15
     Properties.............................................................................15
     Employee Relations.....................................................................15
     Patents, Licenses and Trademarks.......................................................15
     Competition and Government Regulations.................................................16
Item 3  Legal Proceedings ..................................................................16
     Environmental Matters..................................................................16
     Other Matters..........................................................................18
Item 4  Submission of Matters to a Vote of Security Holders.................................19

PART II
Item 5  Market for the Registrant's Common Equity and Related Stockholder Matters...........19
Item 6  Selected Financial Data.............................................................20
Item 7  Management's Discussion and Analysis of Financial Condition and
        Results of Operations...............................................................21
Item 7a Quantitative and Qualitative Disclosures about Market Risk..........................21
Item 8  Financial Statements and Supplementary Data.........................................22
Item 9  Changes in and Disagreements with Accountants on Accounting and
           Financial Disclosure.............................................................22

PART III
Item 10 Directors and Executive Officers of the Registrant..................................22
Item 11 Executive Compensation..............................................................23
Item 12 Security Ownership of Certain Beneficial Owners and Management......................23
Item 13 Certain Relationships and Related Transactions......................................24

PART IV
Item 14 Exhibits, Financial Statement Schedules and Reports on Form 8-K.....................24

Signatures..................................................................................28
Consent of Independent Accountants..........................................................30
Exhibit No. 21  Subsidiaries, Related Companies, etc........................................31
</TABLE>




<PAGE>   3



                                     PART I

In this report, unless the context otherwise requires, the following definitions
apply:

     "Alcan", "Company" or "Registrant" means Alcan Aluminium Limited and, where
     applicable, one or more Subsidiaries,

     "Annual Report" means Alcan's Annual Report for the year ended 31 December
     1999,

     "Board" or "Board of Directors" means the Board of Directors of Alcan,

     "Dollars" or "$" means U.S. Dollars,

     "Joint Venture" means an association (incorporated or unincorporated) of
     companies jointly undertaking some commercial enterprise and
     proportionately consolidated to the extent of Alcan's participation,

     "Management Proxy Circular" means the management proxy circular for Alcan's
     Annual Meeting of Shareholders to be held on 27 April 2000,

     "Related Company" means a company in which Alcan owns, directly or
     indirectly, 50% or less of the voting stock and in which Alcan has
     significant influence over management, but does not include a company in a
     Joint Venture,

     "Shares" or "Common Shares" means the Common Shares of Alcan,

     "Shareholder" means a holder of the Shares,

     "Subsidiary" means a company controlled, directly or indirectly, by Alcan,
     and

     "tonne" means a metric tonne of 1,000 kilograms or 2,204.6 pounds.

Unless otherwise expressly indicated herein, the financial and other information
given in this report is presented on a consolidated basis.

Certain information called for by Items of this Form is incorporated by
reference to the Annual Report and the Management Proxy Circular. Such
information is specifically identified herein, including by the reference "See
Annual Report..." or "See Management Proxy Circular...". With the exception of
such information specifically incorporated by reference, the Annual Report and
the Management Proxy Circular are not to be deemed filed as part of this Form
10-K Report.

Cautionary Statement
Written or oral statements made by Alcan or its representatives, including
statements set forth herein, which describe the Company's or management's
objectives, projections, estimates, expectations or predictions of the future
may be "forward-looking statements" within the meaning of the United States
Private Securities Litigation Reform Act of 1995, which can be identified by the
use of forward-looking terminology such as "believes," "expects," "may," "will,"
"should," "estimates," "anticipates" or the negative thereof or other variations
thereon. The Company cautions that, by their nature, forward-looking statements
involve risk and uncertainty and that the Company's actual results could differ


                                       1
<PAGE>   4


materially from those expressed or implied in such forward-looking statements or
could affect the extent to which a particular projection is realized.

Important factors which could cause the Company's actual performance to differ
materially from projections or expectations included in forward-looking
statements include global aluminum supply and demand conditions, aluminum ingot
prices and changes in other raw materials costs and availability, cyclical
demand and pricing within the principal markets for the Company's products,
changes in government regulations, particularly those affecting environmental,
health or safety compliance, economic developments and other factors within the
countries in which the Company operates or sells its products and other factors
relating to the Company's ongoing operations including, but not limited to,
litigation, labour negotiations and fiscal regimes.

Additional information concerning factors that could cause actual results to
differ materially from those in forward-looking statements include, but are not
necessarily limited to, those discussed under the heading "Risks and
Uncertainties" in the Management's Discussion and Analysis section of Alcan's
Annual Report, on pages 37 to 38 thereof. The text under such heading is
incorporated herein by reference.

ITEM 1 AND ITEM 2 BUSINESS AND PROPERTIES

Alcan is the parent company of an international group involved in most aspects
of the aluminum industry. Through Subsidiaries, Joint Ventures and Related
Companies around the world, the activities of Alcan include bauxite mining,
alumina refining, power generation, aluminum smelting, manufacturing and
recycling as well as research and technology. Approximately 36,000 people are
directly employed by Alcan.

In the 98 years since it was established, Alcan has developed a unique
combination of competitive strengths. Alcan is a multicultural and multilingual
enterprise reflecting the differing corporate and social characteristics of the
many countries in which it operates. Within a universal framework of policies
and objectives, individual Subsidiaries conduct their operations with a large
measure of autonomy. With operations and sales offices in more than 30
countries, Alcan is one of the most international aluminum companies and a
leading producer of flat-rolled aluminum products.

1.        OVERVIEW OF SEGMENTS/DIVISIONS

In April 1999, Alcan was restructured into two business operating groups to
better support the achievement of its Full Business Potential II ("FBP II")
targets. Alcan's bauxite mining, alumina refining, power generation and primary
aluminum activities are the responsibility of the Alcan Primary Metal Group. All
downstream or fabrication activities, such as sheet, foil, flexible packaging,
cable and extrusions as well as recycling activities and secondary metal
production are the responsibility of the Alcan Global Fabrication Group. The two
operating groups are self-sufficient, but operate within a universal framework
of strategy and policies.

The corporate office focuses on enterprise strategy and profitable growth, while
overseeing governance, policy and compliance matters.

                                       2
<PAGE>   5


2.        HISTORY/RECENT DEVELOPMENTS

Alcan is a limited liability Canadian company, incorporated on 3 June 1902, with
its headquarters and registered office in Montreal, Canada. It was formed as a
subsidiary of the Pittsburgh Reduction Company, one of the founding companies of
the aluminum industry, to establish a smelter and hydroelectric power facility
in Shawinigan, Quebec. In 1928, the international operations and domestic U.S.
operations were separated into two competing companies that became Alcan and
Alcoa Inc., respectively. During the Second World War substantial expansion of
hydroelectric and smelting capacity took place in Quebec to supply aluminum for
the war effort. In the 1950s, Alcan added hydroelectric and smelting capacity in
British Columbia. During the postwar period Alcan expanded internationally and
invested in fabricating activities to stimulate demand for its primary metal
production. Today, Alcan is a multinational company engaged in all aspects of
the aluminum industry on an international scale.

Since 1994, Alcan has divested several fabricating businesses which were not
considered to be a strategic fit for the Company and which did not create
long-term value for its Shareholders. As part of this process, in 1996, Alcan
sold 12 non-strategic downstream businesses in the U.K. and in the U.S. During
1998 and 1999, Alcan also decreased its shareholding in Nippon Light Metal
Company, Ltd. ("NLM") from 45.6% to 5.1%. In the first half of 1999, Alcan sold
its Aughinish alumina refinery in Ireland and its piston business in Nuremberg,
Germany. In July 1999, Alcan sold its wholly-owned Subsidiary, Alcan France,
which produces building systems. On 30 September 1999, Alcan and South Korea's
Taihan Electric Wire Co., Ltd. announced the formation of Alcan Taihan Aluminum
Limited, a jointly-owned company with modern rolling assets to serve the growing
market for aluminum rolled products throughout the Asia/Pacific region.

For 1999, the Company reported a net income of $460 million. See the Annual
Report "Management's Discussion and Analysis" on page 20.

Setting aside the impact of changes in the market price for aluminum, Alcan
improved its pre-tax profitability by $300 million during 1997 and 1998. In
1999, the Company announced a further profit improvement target (called its FBP
II program), of $700 million pre-tax, to be achieved by the end of the year
2001. The achievement of this target will enable the Company to have the highest
growth rate in terms of Economic Value Added ("EVA"(R)) for the industry. ("EVA"
is a registered trademark of Stern Stewart & Co.)

On 15 September 1999, the Company entered into a three-way combination agreement
with Pechiney and Alusuisse Lonza Group AG ("algroup"). The structure of the
proposed combination involves two independent exchange offers of the Company's
Shares, one for all of the outstanding shares of Pechiney and the other for all
of the outstanding shares of algroup. Upon completion of the combination (which
is subject to regulatory approvals) and assuming that all of the Pechiney and
algroup shares are exchanged for the Company's Shares, the Company's
Shareholders would hold 44% of the Shares of the Company's on a fully diluted
basis. On 22 November 1999, the Company's Shareholders approved the issuance of
the Company's Shares under the two independent exchange offers.

On 14 March 2000, in view of their inability to agree with the European
Commission as to the undertakings satisfactory to respond to the European
Commission's concerns with respect to the combined company's market share of
certain European markets (including aluminum beverage can body stock and
aluminum food can sheet), the three parties to the combination decided to
withdraw their filing notification to the European Commission as regards those
aspects of the combination which relate to transactions involving Pechiney.


                                       3
<PAGE>   6


For legal reasons relating to the functioning of the European Commission's
merger review process, the withdrawal required that the three parties terminate
the combination agreement, insofar as Pechiney is concerned. A substituting
combination agreement in relation to the transactions relating to Pechiney was
forthwith constituted. This new agreement is the same as its predecessor except
that it provides that the parties shall seek to identify a form of undertakings
to the European Commission which are mutually satisfactory to each of them and
to the European Commission. If no such undertakings are agreed to by 30 April
2000 either Alcan or Pechiney may terminate the agreement such that there will
be no further obligation to make the exchange offer in relation to Pechiney.

On 23 March 2000, Alcan announced the sale of its 54.62% interest in Indian
Aluminium Company, Limited ("Indal") to Hindalco Industries Limited
("Hindalco"), India's largest integrated aluminum producer. Alcan and Hindalco
plan to complete this $169 million cash transaction following the approval of
Indian authorities.

3.        BAUXITE AND ALUMINA

3.1       Products

Alumina (aluminum oxide) is produced from bauxite, the basic aluminum-bearing
ore, by a chemical process. Depending upon quality, between four and five tonnes
of bauxite are required to produce approximately two tonnes of alumina. A
portion of the alumina produced by Alcan is sold in the metallurgical and
chemical alumina markets.

3.2       Sales and Marketing/Customers

Alcan produced in 1999 approximately 3.6 million tonnes of smelter-grade
alumina, of which some 3 million tonnes is required by its current smelting
operations. The remainder is sold to third parties. In addition, Alcan produced
in 1999 approximately 400,000 tonnes of chemical-grade alumina which is sold to
third parties in the form of various alumina chemicals.

3.3       Production Facilities

3.3.1     Canada    Alcan owns an alumina facility with a capacity of about
1.2 million tonnes per year at Jonquiere (Quebec). Bauxite for this operation is
obtained from Brazil (see below), Guinea (see below) and other sources. Alumina
and alumina-based chemicals produced at Jonquiere supply, in part, the smelters
in Quebec and are also sold in chemical markets.

3.3.2     Australia    Alcan has a 21.4% interest in a company which operates an
alumina plant at Gladstone (Queensland) which has a capacity of about 3.5
million tonnes per year. Each participant in that plant supplies bauxite for
toll conversion. Alcan's bauxite is purchased from Comalco Limited ("Comalco")
in Australia under a long-term contract. Alcan's share of production from
Gladstone is used to supply the Alcan smelter at Kitimat (British Columbia) and
is also sold to third parties. In 1998, Alcan and Comalco signed an agreement
providing for the future development of Alcan's Ely bauxite mine in Cape York,
Queensland, Australia, with Comalco's adjacent operations. This agreement
becomes effective in 2000.

3.3.3     Brazil    Alcan purchased close to 2 million tonnes of bauxite in 1999
from a 12.5%-owned company, Mineracao Rio do Norte S.A. ("MRN"). MRN's Trombetas
mine in the Amazon region has an operating capacity of about 10 million tonnes
per year. Bauxite purchased from MRN is processed at the Jonquiere plant (see
above) and at the Alumar alumina refinery in Sao Luis


                                       4
<PAGE>   7
(Brazil) which has an annual capacity of about 1.2 million tonnes; Alcan
owns a 10% interest and future expansion rights in the latter refinery.
Alcan owns alumina facilities (and related bauxite mining facilities) with a
capacity of about 150,000 tonnes of alumina per year at Ouro Preto which supply
smelters in Brazil.

3.3.4     Ghana    Alcan purchased about 400,000 tonnes of bauxite in 1999 from
Ghana Bauxite Co. Ltd. ("GBC") in which it holds an interest of 80%. The bauxite
purchased is used for processing at the Burntisland plant (see below) and the
Jonquiere plant (see above).

3.3.5     Guinea    Alcan purchased 4 million tonnes of bauxite in 1999 under
contracts in effect through 2011 from Compagnie des Bauxites de Guinee S.A.
("CBG"). Alcan has a 33% interest in Halco (Mining) Inc.; Halco holds a 51%
interest in CBG, the remaining 49% being held by the Republic of Guinea. CBG's
mine in the Boke region of Guinea has an operating capacity of about 12 million
tonnes per year. Bauxite purchased from CBG is processed at the Jonquiere plant
(see above) and is also sold to third parties.

3.3.6     India    In May 1998, Alcan acquired a 20% interest in the proposed
Utkal alumina project in Orissa, India. A further 20% is held by Alcan's
Subsidiary, Indal. The project consists of a one million tonne integrated
alumina plant and bauxite mine, with potential to further expand production
capacity. In February 1999, Alcan increased its direct interest in the project
to 35%, subject to regulatory approval. Alcan's decision regarding the beginning
of construction is expected to be made in mid-2001. Indal owns bauxite mining
facilities at Chandgad and Lohardaga, as well as alumina facilities at Belgaum
and Muri with a total capacity of 390,000 tonnes of alumina per year.

3.3.7     Jamaica    Alcan has a 93% interest in alumina facilities (and related
bauxite mining facilities) with an annual capacity of about 1.2 million tonnes.
The Government of Jamaica owns the remaining 7% interest in these facilities.
Alcan is responsible for management of the operations. In 1999, most of Alcan's
share of the alumina produced was supplied to Alcan smelters in Canada and the
United States but some alumina was sold to third parties.

3.3.8     United Kingdom    Alcan operates an alumina plant in Burntisland
(Scotland), which has an annual capacity of approximately 120,000 tonnes of
special aluminas and other chemicals for sale to the chemical market. Bauxite
for this operation is purchased from Ghana (see above).



                                       5
<PAGE>   8

                  ALUMINA CAPACITIES -- AS AT 31 DECEMBER 1999

                             (THOUSANDS OF  TONNES)

<TABLE>
<CAPTION>
                                                                      % OF                   ALCAN
                                                                   OWNERSHIP     ANNUAL     SHARE OF
           LOCATIONS+                                               BY ALCAN    CAPACITY    CAPACITY
           ----------                                              ---------    --------    --------
           <S>                                                     <C>          <C>         <C>

           SMELTER-GRADE ALUMINA

           AUSTRALIA............... Gladstone                        21.4        3,500         748(1)
                                    (Queensland)
           BRAZIL.................. Ouro Preto                        100          150         150
                                    (Saramenha, Minas Gerais)
                                    Alumar                             10        1,200         120
                                    (Sao Luis)
           CANADA.................. Vaudreuil                         100        1,045       1,045
                                    (Jonquiere, Quebec)
           INDIA................... Belgaum                          54.6
                                    (Karnataka)                                    270         270
                                    Muri                             54.6
                                    (Bihar)
           JAMAICA................. Kirkvine                           93
                                    (Manchester)                                 1,175       1,093(1)
                                    Ewarton                            93
                                    (St. Catherine)

           TOTAL SMELTER-GRADE ALUMINA...................................................... 3,426

           SPECIALTY CHEMICAL ALUMINAS AND HYDRATES

           CANADA.................. Vaudreuil                         100           130        130
                                    (Jonquiere, Quebec)
           INDIA................... Belgaum                          54.6
                                    (Karnataka)                                     120        120
                                    Muri                             54.6
                                    (Bihar)
           UNITED KINGDOM.......... Burntisland                       100           120        120
                                    (Fife, Scotland)

           TOTAL SPECIALTY CHEMICAL ALUMINAS AND HYDRATES...................................   370

           TOTAL............................................................................ 3,796

</TABLE>


[FN]
----------
+    Includes Joint Ventures, proportionately consolidated.
(1)  Restated to better reflect the actual production levels achieved over
     a period of time.
</FN>

3.4       Raw Materials

3.4.1     Bauxite Reserves    Alcan obtains its bauxite from mining
Subsidiaries, Joint Ventures, consortium companies and third-party suppliers. To
meet its bauxite needs in 1999, Alcan used 6.2 million tonnes from its mines and
purchased 3.5 million tonnes from third parties. Alcan has more than sufficient
bauxite to meet its needs for the next 23 years. Alcan also has access to
additional resources to meet its needs beyond this period. In 1998 and 1999,
Alcan spent $2.9 million and $4.6 million, respectively, on exploration and
development of bauxite reserves.


                                       6
<PAGE>   9
<TABLE>
<CAPTION>

         ALCAN BAUXITE                                         As at 31 December 1999
         RESERVES BY EQUITY INTEREST                            (millions of tonnes)
                                                         ---------------------------------------
                                                          EQUITY                       RESERVES
                                                         INTEREST        TOTAL       ALCAN SHARE
                                                         --------       ------       -----------
         <S>                                               <C>           <C>           <C>

         ALCAN JAMAICA COMPANY                             0.930         51.12        * 51.12
         ALCAN SOUTH PACIFIC PTY LTD.                      1.000         56.11          56.11
         ALCAN ALUMINIO DO BRASIL LTDA.                    1.000          8.90           8.90
         CBG (Guinea)                                      0.165        192.13        * 63.40
         GBC (Ghana)                                       0.800          5.20        *  5.20
         INDIAN ALUMINIUM LTD.                             0.546         12.35           6.74
         UTKAL ALUMINA INTERNATIONAL LIMITED               0.350        118.00          41.30
         MRN (Brazil)                                      0.125        171.50          21.44

         TOTAL........................................................................ 254.21

</TABLE>
[FN]
---------
*    Adjusted to reflect allocation.
</FN>

In recent years the world mining industry has moved towards standardizing the
procedures and nomenclature in regard to the classification of mineral resources
and ore reserves. The Australasian Code developed by the Joint Ore Reserve
Committee ("JORC") has become an internationally accepted code and the general
principles outlined in this code have been followed in compiling Alcan's
reserves and resources.

Resources encompass an area of known mineralisation that has been sampled to
varying degrees and for which there are reasonable prospects for eventual
economic extraction. Ore reserves have been sufficiently drilled off to allow
for inclusion within a mining plan and the tonnage so defined has been subject
to strict mining and economic criteria. In the case of CBG for example, the
resources are vast but the actual reserves of exportable bauxite, as defined by
current mining and economic criteria, are limited.

The basis for classifying reserves varies from country to country. For example,
in India and Brazil, a certain portion of the bauxite is mined from mineral
properties owned by third parties. In this case only bauxite actually contracted
for is included as ore reserves. Environmental constraints require that certain
bauxite lands remain classifies as resources until such time as permits are
obtained.

3.4.2     Chemicals and Other Materials    Alcan, together with its
Subsidiaries, Related Companies and Joint Ventures, produces a wide range of
specialty aluminas and aluminum hydroxides for different uses, such as ceramics,
refractories, water treatment chemicals, catalysts and coagulants. Its products
are also used as flame retardants and smoke suppressants for plastics and
resins. The principal manufacturing facilities for special aluminas and aluminum
hydroxides are located in Canada, the U.K. and India.

Certain chemicals and other materials, e.g., aluminum fluoride, required for the
production of aluminum at Alcan's smelters, are also produced by its chemical
operations. Other materials, e.g., caustic soda, fuel oil, fluorspar and
petroleum coke, are purchased from third parties.

                                       7
<PAGE>   10


4.        PRIMARY ALUMINUM

4.1       Products

4.1.1     Aluminum    Aluminum is produced through the electrolytic reduction of
alumina. Electrical energy is used to separate the aluminum from the oxygen in
alumina. Approximately two tonnes of alumina yield one tonne of metal.

4.1.2     Other Aluminum Sources    Other sources of aluminum include the
following: purchases of primary aluminum under contracts and spot purchases,
purchases of aluminum used beverage cans and aluminum scrap for recycling and
purchases of customer scrap returned against ingot or semi-fabricated product
sales contracts. In addition, some aluminum fabricated products are purchased
for resale. Purchases in 1999 of aluminum of all types from all sources amounted
to 1,297,000 tonnes, compared with 1,227,000 tonnes in 1998 and 1,254,000 tonnes
in 1997.

4.2       Sales and Marketing/Customers

In 1999, Alcan sold 667,000 tonnes of primary aluminum to third parties.
Virtually all this ingot was in the form of value-added ingot, primarily billet,
sheet ingot or foundry alloy. The remainder of the primary metal produced was
sold to Alcan's own fabricating operations, primarily as sheet ingot, wire bar
or molten metal, used for the continuous casting of rod or sheet.

Approximately half of the primary aluminum produced in Alcan's North and South
American smelters is consumed in Alcan's fabricating facilities, while the
remaining half is sold to third party customers, primarily in North America and
Asia. North American third party sales have been focused on both customized
extrusion billet and foundry alloys. These markets have been very strong,
supported by growth in automotive demand, and by a buoyant economy. Although
Alcan has been short of metal in Europe, the duty barrier for aluminum from
Canada and high logistics costs have made it impractical to ship significant
tonnages of metal to Europe.

Alcan is a major supplier of extrusion billet to independent extruders and
foundry ingot to independent shape casting foundries. Alcan also sells alloys to
independent foundries in Canada, Italy, the United Kingdom and the United
States.

Alcan's ingot product realizations were $1,511 per tonne in 1999 compared to
$1,558 per tonne in 1998 and $1,739 per tonne in 1997. These figures relate to
primary and secondary ingot and scrap.

4.3       Production Facilities

4.3.1     Smelting    Alcan owns and operates 15 primary aluminum smelters with
a total annual rated capacity of 1,583,000 tonnes. Seven of these smelters,
having a total annual rated capacity of 1,068,000 tonnes, are located in Canada;
the other smelters are located in Brazil, India, the U.K. and the U.S. During
1999, Alcan's smelters produced 1,518,000 tonnes of primary aluminum: 1,108,000
tonnes in Canada, 129,000 tonnes in the U.S., 132,000 tonnes in the United
Kingdom, 102,300 tonnes in Brazil and 47,000 tonnes in India.

Utilization of smelting capacities varies from time to time according to
business conditions. Due to difficult industry and market conditions, and
following the consolidation of Indian Aluminium Company, Limited in mid-1998,
approximately 134,000 tonnes of capacity remain shut down at smelters in the
U.S. and the U.K. In India, a decision was made to close permanently the 66,000
tonne smelter at Belgaum, which had been idle for over two years due to lack of
affordable power.


                                       8
<PAGE>   11
For many years, Alcan has been engaged in smelter modernization and rebuilding
programs to retrofit or replace some of its older facilities. It intends to
continue these programs with a view to increasing productivity, improving
working conditions and minimizing the impact of its operations on the
environment. Construction of the new $1.8 billion, 375,000 tonnes annual
capacity, aluminum smelter and casting center in Alma (Quebec) is expected to be
completed in 2001. On 22 March 1999, Alcan announced the closure of the
Isle-Maligne smelter to be completed by December 1999. That date has now been
extended to March 2000 for the final 25,000 tonnes. It had been previously
intended that the Isle-Maligne smelter be shut down when the new Alma smelter
becomes operational.

                     SMELTER CAPACITIES -- AS AT 31 DECEMBER 1999
                                          (THOUSANDS OF  TONNES)

<TABLE>
<CAPTION>
                                                                      % OF
                                                                     OWNERSHIP             ANNUAL
       LOCATIONS                                                      BY ALCAN            CAPACITY
       ---------                                                     ---------            --------
       <S>                   <C>                                      <C>                <C>

       CANADA..............  Arvida
                             (Jonquiere, Quebec)                        100                   238

                             Grande-Baie
                             (La Baie, Quebec)                          100                   186

                             Laterriere
                             (Chicoutimi, Quebec)                       100                   210

                             Shawinigan
                             (Quebec)                                   100                    88

                             Isle-Maligne
                             (Alma, Quebec)                             100                    25(1)

                             Beauharnois
                             (Melocheville, Quebec)                     100                    49

                             Kitimat
                             (British Columbia)                         100                   272

       TOTAL IN CANADA .................................................................... 1,068

       BRAZIL..............  Ouro Preto
                             (Saramenha, Minas Gerais)                  100                    51

                             Aratu
                             (Bahia)                                    100                    58

       INDIA...............  Hirakud
                             (Orissa)                                  54.6                    44(2)

                             Alupuram
                             (Kerala)                                  54.6

       UNITED KINGDOM......  Lynemouth
                             (Northumberland, England)                  100                   130

                             Lochaber
                             (Inverness-shire, Scotland)                100                    38

                             Kinlochleven
                             (Argyll, Scotland)                         100                     8

       UNITED STATES.......  Sebree
                             (Kentucky)                                 100                   186

       TOTAL OUTSIDE CANADA................................................................   515

       TOTAL............................................................................... 1,583
</TABLE>
[FN]
----------
(1)  This facility will be permanently closed by 31 March 2000.
(2)  Reflects some potline shutdowns at Alupuram.
</FN>

4.3.2     Other Aluminum Sources     Alcan operates three specialized plants in
the U.S., with a total


                                       9
<PAGE>   12


annual capacity of 481,000 tonnes, for the recycling of used beverage cans and
process scrap returned from customers. A similar plant in the U.K. operates
with a capacity of 70,000 tonnes per year. Alcan also operates a facility in
the U.K. for the production of 70,000 tonnes per year of sheet ingot from
aluminum scrap. In Brazil, Alcan operates a dedicated used beverage can
recycling facility with an initial capacity of 40,000 tonnes per year.

Alcan operates secondary aluminum smelters in Italy and India which have
capacities of 56,000 and 25,000 tonnes per year, respectively, for the
production of secondary aluminum from aluminum scrap.

4.4       Raw Materials

4.4.1     Electricity    The smelting of one tonne of aluminum requires between
14 and 18.5 megawatt-hours of electric energy. Alcan produces low-cost
electricity at its own hydroelectric generating plants.

In Canada, these plants have an installed generating capacity of 3,600
megawatts, of which 2,700 megawatts may be considered to be hydraulically
available over the long term. These facilities supply electricity to Alcan's
Canadian smelters. All water rights pertaining to Alcan's hydroelectric
installations are owned by Alcan except for those relating to the Peribonka
River in Quebec. A Charge (Redevance Statutaire) is payable to the Quebec
provincial government based on total energy generation, escalating at the same
rate as the Consumer Price Index in Canada. In 1984, Alcan and the Quebec
provincial government signed a lease extending the Company's water rights
relating to the Peribonka River to 31 December 2033 against an annual payment
based on sales realizations of aluminum ingot. In British Columbia, rentals and
generation taxes for electricity used in smelting and related purposes are
directly tied to the sales realizations of aluminum produced at Kitimat. For
electricity sold to third parties within that province, Alcan pays provincial
water rentals at rates which are fixed by the British Columbia provincial
government, similar to those paid by B.C. Hydro, the provincially-owned electric
utility.

One-third of Alcan's installed hydroelectric capacity in Canada was constructed
prior to the end of 1943, another third by the end of 1956 and the remainder by
the end of 1959. All these facilities are expected to remain fully operational
over the foreseeable future.

In addition to electricity generated at its own plants, as described above,
Alcan has agreed to purchase, under a long-term agreement, between one and three
billion kilowatt-hour of electrical energy annually from Hydro-Quebec beginning
in 2001. Any electricity which is surplus to Alcan's needs is sold to
neighbouring utilities or customers under both long-term and short-term
arrangements.

For smelters located outside of Canada, electricity is obtained from a variety
of sources. The smelters in England and Scotland operate their own coal-fired
and hydroelectric generating plants, respectively. Indal operates its own
coal-fired generating plant for one of its smelters, while the other smelter is
dependent upon purchased electricity. The smelters in Brazil obtain some of
their electricity requirements from owned hydroelectric generating plants and
purchase the balance. The smelter in the U.S. purchases electricity under a
long-term contract.


5.        ALUMINUM CONVERSION

5.1       Products

The conversion of aluminum ingot into semi-fabricated and finished products
requires the

                                       10
<PAGE>   13
application of a variety of intermediate processes, known generally
as fabricating. Many other producers of primary aluminum are also in the
business of supplying those products. In addition, there are many independent
fabricators which purchase primary and recycled aluminum from the primary
producers and the post-consumer market.

Nearly 90% of Alcan's fabricated aluminum products volume is composed of rolled
products such as sheet and foil as well as flexible packaging. A major portion
of Alcan sheet is can stock for beverage containers. Other important end-use
markets for sheet include building and construction, transportation, the
printing industry and the industrial distribution market. Alcan also rolls foil
for household and commercial packaging applications and for industrial products.

Since 1990, Alcan has made significant investments in the expansion, upgrade and
acquisition of rolled products facilities in North and South America and in
Europe. In 1998, Alcan undertook an expansion of its rolling mill at
Pindamonhangaba in Brazil. The plant, which has an ultimate capacity of 280,000
tonnes per year, will support the rapidly growing South American can sheet
market. In 1999, substantial progress was made by the Alcan Global Automotive
Products Group with the signing of a strategic alliance and long-term supply
agreement with General Motors Corporation ("GM"). In January 2000, Alcan signed
another significant multi-year aluminum supply agreement with Ford Motor Company
("Ford"). Alcan continues to work with GM, Ford and other automakers in North
America and Europe to develop lighter, more efficient vehicles.

Through a number of selected downstream businesses, Alcan manufactures and sells
other fabricated aluminum products such as rod, wire and cable for the
electrical industry, and extrusions for the building and construction market.

5.2       Sales and Marketing/Customers

In 1999, Alcan shipped 1,911,000 tonnes of fabricated products and manufactured
another 315,000 tonnes from customer-owned metal, which together represented 72%
of Alcan's total volume for the year. Alcan's fabricated aluminum products
business is mainly composed of a number of large, capital-intensive rolling
operations as well as some smaller downstream businesses, and represents over
67% of Alcan's total sales and operating revenues of $7.3 billion. Alcan,
together with its Subsidiaries, Related Companies and Joint Ventures, carries
out fabricating operations in more than 45 plants in 13 countries.

5.2.1     Flat-rolled Products    In 1999, Alcan's shipments of rolled products,
including conversion of customer-owned metal, amounted to 2,028,000 tonnes or
91% of its total fabricated products shipments. Principal markets are beverage
can sheet, other packaging, transportation (including automotive), building
products, lithographic sheet and other industrial applications.

5.2.2     Wire and Cable    Aluminum is also cast and rolled into rod, which is
then drawn into wire and stranded into cable for the transmission and
distribution of electricity. Rod is also used for mechanical applications such
as screen wire and cable armouring.

5.2.3     Castings    Another method of fabrication is the casting of molten
aluminum into components for machinery, automotive products and aircraft.

5.2.4     Extrusions    Examples of end-products using extrusions include
windows, doors and automotive components. Alcan is also a major supplier of
extrusion ingot to third party extruders in many countries.


                                       11
<PAGE>   14


5.3  Production Facilities

5.3.1 Flat-rolled Products    Alcan is the world's largest producer and marketer
of flat-rolled aluminum products (sheet and foil). At the end of 1999, Alcan's
annual sheet and foil manufacturing capacity in its principal fabricating
markets was as follows: over 1,113,000 tonnes in North America; 170,000 tonnes
in South America; over 980,000 tonnes in Europe; and 242,000 tonnes in Asia.

A major portion of Alcan's sheet is in the form of can stock for beverage
containers. Other important end-use markets for sheet include building and
construction, transportation, the printing industry and the industrial
distribution market. Alcan foil is used for household and commercial packaging
applications and for industrial products. Alcan's project to expand capacity at
its Pindamonhangaba, Brazil rolling mill to 280,000 tonnes is currently
undergoing customer qualification trials. The rolling mill of Alcan Taihan
Aluminum Limited will have a capacity of 300,000 tonnes. Alcan will invest $46
million to expand production of aluminum rolled sheet for the automotive and
distribution markets at its Kingston, Ontario mill. The expansion is expected to
be completed by the end of 2000. In April 1999, Alcan and Arco Aluminum, Inc.
announced a $22 million expansion of their jointly-owned Logan aluminum rolling
mill in Kentucky, U.S.

             ROLLING CAPACITIES BY REGION -- AS AT 31 DECEMBER 1999

                                   (THOUSANDS OF  TONNES)

             NORTH AMERICA                          EUROPE
             Saguenay                               Rogerstone
             (Quebec)                               (United Kingdom)
             Kingston                               Falkirk
             (Ontario)                              (United Kingdom)
             Logan                                  Glasgow
             (Kentucky)                             (Scotland)
             Oswego                                 Norf
             (New York)                             (Germany)
             Terre Haute                            Ludenscheid
             (Indiana)                              (Germany)
             Fairmont                               Ohle
             (West Virginia)                        (Germany)
             Louisville                             Nachterstedt
             (Kentucky)                             (Germany)
             TOTAL NORTH AMERICA.....1,113          Gottingen
                                                    (Germany)
                                                    Bresso
             ASIA                                   (Italy)
             Youngju                                Pieve Emanuele
             (South Korea)                          (Italy)
             Bukit Raja                             TOTAL EUROPE ...........980
             (Malaysia)
             Rangsit
             (Thailand)                             SOUTH AMERICA
             Taloja                                 Pindamonhangaba
             (India)                                (Brazil)
             Belur                                  Utinga
             (India)                                (Brazil)
             TOTAL ASIA................242          TOTAL SOUTH AMERICA.....170

5.3.2 Wire and Cable    Alcan's main wire and cable businesses are located in
Canada and the U.S.

5.3.3 Extrusions    Alcan's Subsidiaries, Related Companies and Joint Ventures
produce extruded products in several countries (including India, Italy, China,
Malaysia and Thailand) and sell these products locally and in other countries
for the building, construction, transportation and engineering markets.


                                       12
<PAGE>   15


6.        RECYCLING

6.1       Products

Alcan's annual recycling capacity is now 775,000 tonnes. Alcan operates two
facilities for the production of foundry alloys primarily from recycled
aluminum: one in India, the other in Italy. These plants serve domestic
automotive markets. In addition, sheet ingot is produced from a variety of scrap
in the U.K.

In the case of used beverage cans ("UBCs"), Alcan has a well-established and
growing North American recycling network. Alcan's U.S. plants processed more
than 21.6 billion cans, or one-third of all UBCs recycled by Americans, in 1999.
Alcan purchases UBCs throughout North America and remelts the UBCs, together
with its customers' can production scrap, at three locations in the U.S.,
producing new can sheet ingot.

6.2       Sales and Marketing/Customers

Recycled metal is primarily sold to Alcan's own rolling facilities to produce
can sheet.

6.3       Production Facilities

Alcan has a dedicated UBC recycling plant, which has an ultimate capacity of
80,000 tonnes per year, at Pindamonhangaba, Brazil. In addition to its UBC
facilities at Latchford, Alcan has a growing infrastructure of 26 can
recycling centres and over 500 independents in the United Kingdom. Alcan plays
leading roles in joint industry programs to promote aluminum collection and
recycling in many of the countries where it operates.

Alcan also operates an environmentally advanced facility in Quebec for the
recovery of aluminum from the dross that forms on the surface of molten metal.
In Italy, the Borgofranco plant serves Alcan's fabricating plants in Germany,
Switzerland and Italy as well as recycling customers' manufacturing scrap and
post-consumer aluminum packaging material. As well, the plant recovers aluminum
and salt from saline slag, a by-product of aluminum recycling. As a matter of
course, Alcan operates facilities in many plants to recycle aluminum scrap
generated internally by fabricating activities.


                                       13
<PAGE>   16


             RECYCLING PLANT CAPACITIES -- AS AT 31 DECEMBER 1999

                             (THOUSANDS OF  TONNES)
<TABLE>
<CAPTION>
                                                                                   % OF
                                                                                OWNERSHIP       ANNUAL
                      LOCATIONS                                                  BY ALCAN      CAPACITY
<S>                                                      <C>                      <C>          <C>
FOUNDRY ALLOYS AND REMELT SCRAP INGOT

      INDIA......................................        Taloja                     54.6          25
                                                         (Maharastra)
      ITALY......................................        Borgofranco di Ivrea        100          70(1)
                                                         (Piemonte region)
TOTAL FOUNDRY ALLOYS............................................................................. 95


SHEET INGOT FROM UBCS AND CUSTOMER PROCESS SCRAP

       BRAZIL.....................................       Pinda                       100          40*
                                                         (Pindamonhangaba,
                                                         Sao Paulo)
       UNITED KINGDOM.............................       Warrington                  100          70
                                                         (England)
       UNITED STATES..............................       Berea                       100
                                                         (Kentucky)
                                                         Greensboro                  100         500(1)
                                                         (Georgia)
                                                         Oswego                      100
                                                         (New York)

  SHEET INGOT FROM MISCELLANEOUS SCRAP

       UNITED KINGDOM.............................       Warrington                  100          70
                                                         (England)
  TOTAL SHEET INGOT............................................................................. 680

  TOTAL......................................................................................... 775

</TABLE>
-----------

[FN]
*    Ultimate annual capacity is 80,000 tonnes per year.
(1)  Reflects the continued optimization of current assets.

</FN>

7.        RESEARCH AND DEVELOPMENT

Alcan's research and technology efforts are managed by its two operating groups:
Alcan Primary Metal (covering bauxite, alumina and chemicals as well as primary
metal production) and Alcan Global Fabrication. Research and technology is a
global system of three research laboratories, applied engineering centers and
plant technical departments. The research laboratories, responsible for
approximately 60% of the total R&D expenses for Alcan, play a major role in
innovation through basic and applied research. Two laboratories are located in
Canada (at Kingston, Ontario, and Jonquiere, Quebec) and one is in the U.K.
(Banbury, Oxfordshire). Together, they employ about 475 people. In recent years,
Alcan's R&D effort has been refocused on core processes and products. Close to
90% of the activities in the R&D centers are now directed towards improved
product and process development programs for the mainstream businesses and focus
on assisting operating units to achieve increased productivity, higher quality
and reduced costs. Additionally, intellectual property management safeguards
Alcan's process and product technologies and trademarks. Alcan's operating
companies manage applied engineering centers and technical departments located
close to key markets and operating divisions. These include the Applied
Materials Center located in North America for canning technology, and technical
centers in North America and Europe for automotive technologies. These centers
are focused on major products and provide technical and product development
support to customers, drawing extensively on the resources and scientific
disciplines in the research centers.

                                       14

<PAGE>   17


RESEARCH AND DEVELOPMENT EXPENSES FOR ALCAN

TOTAL FOR 1999 -- $67 MILLION*

      Alcan Global Fabrication Group                 60%
      Alcan Primary Metal Group                      40%

----------
[FN]
* Includes close to $4 million for environmental R&D projects.
</FN>

8.       ENVIRONMENTAL REGULATIONS

Underlying Alcan's environmental commitment are two major components: a global
environmental management system and product stewardship. The first is a
commitment to ensuring that Alcan's manufacturing processes are compatible with
the environment. The second is a commitment to ensuring that Alcan's products,
in every stage of their life cycles, make the most of the inherent environmental
value of aluminum.

In most of the countries where Alcan operates production facilities,
environmental control regulations have been established or are in the process of
being established. Alcan believes that its existing and planned anti-pollution
measures will enable it to satisfy statutory and regulatory demands without
material effect on its competitive position. Alcan's capital expenditures to
protect the environment and improve working conditions at the smelters and other
locations were $85 million in 1999. Similar expenditures for 2000 and 2001 are
expected to be $125 million and $82 million, respectively. In addition,
expenditures charged against income for environmental protection were $84
million in 1999 and are expected to be $91 million in 2000 and $86 million in
2001.

9.       PROPERTIES

Alcan believes that its properties, most of which are owned, are suitable and
adequate for its operations.

10.      EMPLOYEE RELATIONS

At 31 December 1999, the number of Alcan employees were located as follows:
approximately 15,000 in North America, 7,000 in Europe, 3,000 in South America,
8,000 in Asia and Pacific areas and 3,000 in other areas. A majority of the
hourly-paid employees is represented by labour unions. There are 24 collective
labour agreements in effect in Canada, the majority of which expire in 2003
or later.

11.      PATENTS, LICENSES AND TRADEMARKS

The Company owns, directly or through Subsidiaries, a large number of patents in
Canada, the United States and other countries which relate to the products, uses
and processes of its businesses. The life of a patent is most commonly 20 years
from the filing of the patent application. The Company is continually filing new
patent applications. All significant patents will be maintained until their
normal expiration. Therefore, at any point in time, the range of life of the
Company's patents will be from one to 20 years.

The Company owns a number of trademarks which are used to identify its
businesses and products. The Company's trademarks have a term of three to ten
years. As a result, at any point in time, the Company will have trademarks at
the end of their term and others with a full ten-year term. At the end of their
term, all significant trademarks will be renewed for a further three to ten
years.

                                       15
<PAGE>   18


The Company has also acquired certain intellectual property rights under
licenses from others for use in its businesses.

The Company's patents, licenses and trademarks constitute valuable assets;
however, the Company does not regard any single patent, license or trademark as
being material to its sales and operations viewed as a whole. The Company has no
material patents, licenses or trademarks the duration of which cannot in the
judgment of management be extended or renewed as necessary.

12.       COMPETITION AND GOVERNMENT REGULATIONS

The aluminum business is highly competitive in price, quality and service. The
Company experiences competition in the sale of aluminum from a large number of
companies in all major markets. In addition, aluminum products face competition
from products fabricated from several other materials such as plastic, steel,
iron, copper, glass, wood, zinc, lead, tin, titanium, magnesium, cement and
paper. The Company believes that its competitive standing is enhanced by its
ability to supply virtually all its own power requirements for its Canadian and
U.K. smelters at low cost.

The operations of the Company, like those of other international companies,
including its access to and cost of raw materials and repatriation of earnings,
may be affected by such matters as fluctuations in monetary exchange rates,
currency and investment controls, withholding taxes and changes in import duties
and import restrictions. Imports of ingot and other aluminum products into
certain markets may be subject to import regulations and import duties. These
affect the Company's sales realizations and may affect the Company's competitive
position. Shipments of the Company's products are also subject to anti-dumping
laws of the importing country, which prohibit sales of imported merchandise at
less than defined fair values.

The Investment Canada Act provides that the acquisition of control of a Canadian
business enterprise, such as Alcan, by a "non-Canadian" (as defined in the Act)
is subject to review under the Act and may not be implemented unless the
Minister of the Government of Canada responsible for the administration of the
Act determines that the proposed acquisition is, or is likely to be, of net
benefit to Canada. The acquisition by a non-Canadian of a majority of the voting
shares of a Canadian company is deemed to constitute the acquisition of control
of that company. The acquisition by a non-Canadian of more than one-third but
less than the majority of the common shares of a Canadian company is, unless the
contrary is established, deemed to constitute the acquisition of control.

ITEM 3 LEGAL PROCEEDINGS

ENVIRONMENTAL MATTERS

LITIGATION

The Company's U.S. Subsidiary (Alcan Aluminum Corporation, or "Alcancorp") and
third parties are defendants in a lawsuit instituted in May 1983 before the
Federal District Court for the Central District of California, by the U.S.
Environmental Protection Agency ("EPA") and the State of California, involving
the Stringfellow hazardous waste site. Alcancorp was held liable in that
lawsuit. In January 1992, Alcancorp and the U.S. Justice Department entered into
a four-year Partial Consent Decree. On the basis of that arrangement, Alcancorp
has funded a total of $13,100,000 for a treatment plant designed to help clean
up the site. In December 1998, Alcancorp and several other parties filed appeals
with the Circuit Court on numerous counts including whether liability was
correctly imposed on Alcancorp. In January 1999, Alcancorp entered into a
structured settlement with the State of California whereby California will
accept liability for all clean-up costs from 1 January 1999 onward and Alcancorp
will accept responsibility for past clean-up costs; in the event that settlement
becomes final, Alcancorp's liability would be limited to the amount it already
has paid. In addition, Alcancorp is participating in a third party action
against a Potentially Responsible Party ("PRP") seeking recovery of a portion of
the amount paid.


                                       16
<PAGE>   19


In a lawsuit brought in July 1987 relating to the Pollution Abatement Services
site in Oswego, New York, the Federal District Court for the Northern District
of New York found (in January 1991) Alcancorp liable for a share of the clean-up
costs for the site, and in December 1991 determined the amount of such share to
be $3,175,683. Alcancorp appealed this decision to the United States Circuit
Court of Appeals for the Second Circuit. In April 1993, the Second Circuit
reversed the District Court and remanded the case for a hearing on what, if any,
liability might be assigned to Alcancorp depending on whether Alcancorp can
prove that its waste did not contribute to the response costs at the site.
Furthermore, the case was consolidated with another case, instituted in October
1991, in which the EPA sued Alcancorp in the Federal District Court for the
Northern District of New York seeking clean-up costs in regard to the Fulton
Terminals site in Oswego County, New York. The remand hearing was held in
October of 1999 and a judgment is still pending; however, in that hearing the
United States disclosed it had obtained 100% of the remediation costs for the
Fulton site from other PRPs and was limiting its claim against Alcancorp to
unrecovered oversight costs.

In an EPA lawsuit in 1989 before the Federal District Court for the Middle
District of Pennsylvania involving the Butler Tunnel site, in which Alcancorp is
a party, the Court in May 1991 granted summary judgment against Alcancorp in the
amount of $473,790 for alleged disposal of hazardous waste. After unsuccessful
appeals, Alcancorp paid $652,371 representing the judgment amount plus interest,
and is disputing about $400,000 associated with that judgment representing
additional enforcement costs incurred after the date of the initial judgment in
a separate lawsuit . The EPA has filed a new action for additional sums for
further remedial activities at the Butler Tunnel site.

In February 1996, the Company's U.K. Subsidiary (British Alcan Aluminium plc
("British Alcan")) sold its investments in several of its Subsidiaries,
including Magnesium Elektron, Inc. and Luxfer USA Limited, both located in the
U.S. As part of the sale, British Alcan agreed to indemnify the purchaser for
certain liabilities including those, inter alia, arising out of the following
proceedings:

(a)  Magnesium Elektron, Inc. ("MEI"; at the time, a Subsidiary of British
Alcan) was sued, together with approximately 70 other defendants, alleging that
MEI is a former owner/operator of a site which the plaintiffs currently own and
that MEI's activities contributed to environmental contamination on the site.
British Alcan believes that it has legal defences and intends to pursue them
vigorously.

(b)  Luxfer USA Limited ("Luxfer"; at the time, a Subsidiary of British Alcan)
is a participant in a joint defence group with regard to waste Luxfer sent to
the Omega hazardous waste site in Whittier, California. At various times during
1995, Luxfer contributed various amounts totalling $11,800 for defence group
costs and the removal of waste from the site, and large generators are cleaning
up the site. Luxfer, being a small contributor, is discussing settlement offers.

(c)  Luxfer is also a participant in a joint defence group formed to defend
claims by numerous homeowners against various companies who allegedly disposed
of industrial waste at a landfill in Monterey Park, California. There are many
defendants and Luxfer was a minor contributor to the site. The discovery process
is underway.


                                       17
<PAGE>   20


In connection with a property in New York State which was the site of an
extrusion operation, Alcancorp retained liability for alleged contamination
though the property was sold in 1996. The State has approved a Remedial
Investigation Report negotiated between the New York State Department of
Environmental Conservation ("NYDEC") and Alcancorp. A record of decision has
been issued. The parties are negotiating a consent order to implement a modified
record of decision. The clean-up costs are estimated to be $471,200.

Under the terms of sale of its metal goods division, Alcancorp retains liability
for defending, as a third party defendant, a suit initiated in December 1995 by
the State of New Jersey alleging that a disposal company used by the division
disposed of hazardous material in a landfill. Including Alcancorp, there are 277
third-party defendants in this action.

Under the terms of sale of Alcan Building Products US, Alcancorp retains
liability for defending against an administrative order and notice of civil
penalty issued by the New Jersey EPA in October 1995 in connection with an
alleged permit violation involving volatile organic compound emissions. In 1997,
an administrative tribunal reduced the civil penalty by 40%. Both parties filed
objections to the order, Alcancorp is seeking a reduction to 0% and New Jersey
EPA is seeking 100%. An appeal by Alcancorp to the Court of Appeal was denied
and Alcancorp has petitioned the Supreme Court of New Jersey.

INVESTIGATIONS

In certain government investigations of contamination by alleged hazardous
wastes at sites in Kentucky, New York, Pennsylvania, Ohio, New Jersey, and
Massachusetts (on which waste material is alleged to have been deposited by
disposal contractors employed in the past directly or indirectly by Alcancorp
and other industrial companies), Alcancorp has contested its liability. The EPA
has responded that it may file lawsuits against Alcancorp as to these sites.
Alcancorp was advised of additional sites being similarly investigated.
Alcancorp has been advised by the various authorities that it may be liable to
contribute to the cost of the investigations and any possible remedial action
for such sites. There can be no assurance that Alcancorp will not incur material
clean-up costs as a result of these investigations.

At a plant site in Indiana, testing has revealed traces of trichloroethylene in
the groundwater. Alcancorp investigated the matter with a third party who is
believed to be responsible for the contamination and a voluntary remediation
plan was filed with the State of Indiana. Under an interim settlement agreement,
the third party agreed to assume 90% of the costs. The third party has refused
to pay and Alcancorp has filed a lawsuit for indemnification and liability.

REVIEWS AND REMEDIAL ACTIONS

The Company has established procedures for reviewing, on a regular basis,
environmental investigations and any possible remedial action. Although the
Company cannot estimate the costs which may ultimately be borne by it, the
Company has no reason to believe that any remedial action will materially impair
its operations or materially affect its financial condition.

OTHER MATTERS

There are no proceedings which, according to management's belief, could have a
material effect on the Company's financial position or results of operation.


                                       18

<PAGE>   21


ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

A Special Meeting of holders of the Common Shares of Alcan was held on 22
November 1999 in relation to the proposed combination of Alcan, Pechiney and
algroup. Although Shareholder approval was not required by law, Alcan's Board of
Directors had decided to consult Shareholders in respect of the issuance of
Common Shares pursuant to each of the Share Exchange Offers as a matter of good
corporate governance due to the significance of the combination and its
strategic importance to Alcan.

The Special Meeting was called to consider three resolutions. The first
resolution was for approving the issuance of Common Shares under the terms of
the Pechiney share exchange offer where Alcan offers to acquire all of the
shares of Pechiney in exchange for Common Shares. The second resolution was for
approving the issuance of Common Shares under the terms of the algroup share
exchange offer where Alcan offers to acquire all the shares of algroup in
exchange for Common Shares. The third resolution was to authorize the Board of
Directors to change the name of the Company from 'Alcan Aluminium Limited/Alcan
Aluminium Limitee' to another name determined by the Board of Directors. The
number of votes cast in favour of all three resolutions exceeded 99% of the
total votes cast by way of proxy.

                                     PART II

ITEM 5 MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The information required is incorporated by reference to the Annual Report, the
section titled "Common Shares" on page 69.

The number of holders of record of Shares on 14 February 2000 was approximately
19,511.

While the Company intends to pursue a policy of paying quarterly dividends, the
level of future dividends will be determined by the Board of Directors in light
of earnings from operations, capital requirements and the financial condition of
the Company. The Company's cash flow is generated principally from operations
and also by dividends and interest payments from Subsidiaries, Joint Ventures
and Related Companies. These dividend and interest payments may be subject, from
time to time, to regulatory or contractual restraints, withholding taxes (see
Annual Report, page 56, note 16 to Consolidated Financial Statements) and
foreign governmental restrictions affecting repatriation of earnings. (See
section titled "Competition and Government Regulations" on page 16 of this
report.)

Dividends paid on Shares held by non-residents of Canada generally will be
subject to Canadian withholding tax. This withholding tax is levied at the basic
rate of 25%, although this rate may be reduced depending on the terms of any
applicable tax treaty. For residents of the United States, the treaty-reduced
rate is currently 15%.


                                       19
<PAGE>   22

ITEM 6 SELECTED FINANCIAL DATA

                       SELECTED HISTORICAL FINANCIAL DATA

<TABLE>
<CAPTION>
                                                                            YEARS ENDED 31 DECEMBER

                                                   --------------------------------------------------------------------------
                                                      1999            1998            1997           1996            1995
                                                   ------------    ------------    -----------    -----------     -----------
<S>                                                  <C>             <C>             <C>            <C>            <C>
Sales and operating revenues                          7,324            7,789           7,777          7,614           9,287

Net income from continuing  operations
   before extraordinary item (Canadian GAAP)            460              399             468            410             543

Net income from continuing  operations
   before extraordinary item (U.S. GAAP)                455              417             504            420             561

Net income (Canadian GAAP)                              460              399             485            410             263

Net income (U.S. GAAP)                                  455              417             521            420             266

Total assets                                          9,849            9,901           9,374          9,228           9,736

Long-term debt (including current portion)            1,322            1,703           1,277          1,338           1,773

Net income per Share from continuing operations
   before extraordinary item (Canadian GAAP)           2.06             1.71            2.02           1.74            2.30

Net income per Share from continuing operations
   before extraordinary item (U.S. GAAP)               2.04             1.79            2.18           1.79            2.38

Net income per Share (Canadian GAAP)                   2.06             1.71            2.09           1.74            1.06

Net income per Share (U.S. GAAP)                       2.04             1.79            2.25           1.79            1.07

Cash dividends per Share                               0.60             0.60            0.60           0.60            0.45

</TABLE>

Commencing 1995, the Company adopted the recommendations of the Canadian
Institute of Chartered Accountants ("CICA") concerning the accounting for Joint
Ventures.

Commencing 1996, the Company retroactively adopted the recommendations of the
CICA concerning the disclosure and presentation of financial instruments.

Commencing 1998, the Company retroactively adopted, without restating prior
years, the recommendations of the CICA concerning accounting for income taxes.

Commencing 1998, the Company retroactively adopted the recommendations of the
CICA concerning segment disclosures.

See Annual Report, pages 45 to 47, note 5 to Consolidated Financial Statements
for a comparison, for certain items listed, of the amounts as reported by the
Company under Generally Accepted Accounting Principles ("GAAP") in Canada with
amounts that would have been reported under U.S. GAAP.


                                       20
<PAGE>   23


ITEM 7    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

The information required is incorporated by reference to the Annual Report,
pages 20 through 38, the section titled "Management's Discussion and Analysis".

As the Company follows Canadian GAAP, reference should be made to note 5 to the
Consolidated Financial Statements on pages 45 to 47 of the Annual Report which
compares, for certain items listed, the amounts as reported with the amounts
that would have been reported under U.S. GAAP.

Refer to the section titled "Competition and Government Regulations" on page 16
of this report for a brief description of the Investment Canada Act as it
applies to the Company.

ITEM 7A   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company has estimated the impact on 2000 net income of a 10% adverse change
in interest rates, in foreign currency exchange rates or in aluminum prices
based upon its financial instrument and derivative commodity contract positions
outstanding at 31 December 1999.

INTEREST RATES
The net income impact of a 10% movement in interest rates on the Company's
invested surplus cash and time deposits at 31 December 1999 net of its variable
rate debt outstanding at 31 December 1999 is immaterial.

FOREIGN CURRENCY EXCHANGE RATES
The effect of an adverse movement of 10% in foreign currency exchange rates on
the Company's financial instruments (principally Canadian dollar forward and
option contracts) outstanding at 31 December 1999 would be to reduce 2000 net
income by approximately $8 million, of which $2 million relates to the cost of
unexercised option premiums.

Because all of the Company's foreign currency forward positions are taken out to
hedge identifiable foreign currency commitments to purchase or sell goods and
services, any negative impact of currency movements on the forward exchange
contracts would be offset by an equal and opposite favourable exchange impact on
the commitments being hedged.

DERIVATIVE COMMODITY CONTRACTS
The effect of a reduction of 10% in aluminum prices on the Company's aluminum
forward purchase and options contracts outstanding at 31 December 1999 would be
to reduce 2000 net income by approximately $27 million, of which $3 million
relates to the net cost of unexercised option premiums and $24 million to
forward purchase contracts. These results reflect a 10% reduction from the 1999
year-end, three-month LME aluminum closing price of $1,650 and assume an equal
10% drop has occurred throughout the aluminum forward price curve existing as at
31 December 1999.

Because all of the Company's aluminum forward purchase contract positions are
taken out to hedge future purchases of metal required for firm sales commitments
to fabricated products customers, any negative impact of movements in the price
of aluminum on the forward purchase contracts would be offset by an equal and
opposite impact on the purchases being hedged.


                                       21

<PAGE>   24


ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The information required is incorporated by reference to the Annual Report,
Consolidated Financial Statements on pages 40 through 63 and the "Auditors'
Report" on page 39 and the section titled "Quarterly Financial Data" on page 66.

Location of Financial Statements and other material required under this Item is
found under Item 14 of this report.

ITEM 9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE

The Company has nothing to report under this Item.

                                    PART III

INFORMATION IN THIS PART IS BASED ON INFORMATION CONTAINED IN THE COMPANY'S
MANAGEMENT PROXY CIRCULAR DATED 14 FEBRUARY 2000.

ITEM 10 DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

(A)       IDENTIFICATION OF DIRECTORS

The information required is incorporated by reference to the Management Proxy
Circular, pages 5 to 8.

The term of office of each Director runs from the time of his or her election to
the next succeeding annual meeting or until they cease to hold office as such.

                                       22



<PAGE>   25

(B)      IDENTIFICATION OF EXECUTIVE OFFICERS

The required particulars with respect to the Officers of the Issuer are as
follows:

<TABLE>
<CAPTION>


    NAME AND MUNICIPALITY OF                                 POSITION                              AGE
           RESIDENCE
---------------------------------            -------------------------------------------------     ---
<S>                                          <C>                                                   <C>
J. BOUGIE, O.C.                              President and Chief Executive Officer                  52
Outremont, Quebec

R.L. BALL                                    Executive Vice President                               53
Beaconsfield, Bucks., England

R.B. EVANS                                   Executive Vice President, President, Alcan Global      52
Shaker Heights, Ohio                         Fabrication Group

E.P. LEBLANC                                 Executive Vice President, President, Alcan Primary     58
Westmount, Quebec                            Metal Group

B.W. STURGELL                                Executive Vice President, Corporate Development        50
Kiawah Island, South Carolina

S. THADHANI                                  Executive Vice President and Chief Financial Officer   60
Westmount, Quebec

C. CARROLL                                   Vice President, President, Alumina and Chemicals       44
Westmount, Quebec


D. GAGNIER                                   Vice President, Corporate Affairs, Environment,        53
Beaconsfield, Quebec                         Occupational Health & Safety


D. McAUSLAND                                 Vice President, Chief Legal Officer and Secretary      46
Beaconsfield, Quebec

G. OUELLET                                   Vice President, Human Resources                        57
Montreal, Quebec

G.R. LUCAS                                   Treasurer                                              46
Westmount, Quebec
</TABLE>


All of the  Officers of the Company have held their  present  positions or other
executive  positions with the Company or its  Subsidiaries  during the past five
years, except as hereinafter described:

o   prior to joining  the  Company  in  January  1997,  Mr.  Evans held  senior
    management positions with the Kaiser Aluminum organization;

o   prior to joining the Company in January 1995, Mr. Gagnier was president of a
    manufacturers'  association  in Canada and,  prior to that,  had held senior
    administrative  positions with the Government of Canada (including its Privy
    Council Office).

o   Prior to joining  the  Company  in June 1999,  Mr.  McAusland  was  managing
    partner at the law firm Byers  Casgrain  and was  President  of the Montreal
    Board of Trade.

ITEM 11 EXECUTIVE COMPENSATION

The information  required is  incorporated by reference to the Management  Proxy
Circular, pages 15 to 26, the section titled "Executive Compensation".

ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information  required is  incorporated by reference to the Management  Proxy
Circular,  page 11, the section  titled  "Holdings of Shares and Deferred  Share
Units by Directors".

                                       23

<PAGE>   26
Directors and Executive Officers as a group beneficially own 133,554 Shares
(including Shares over which control or direction is exercised). This represents
0.06% of Shares issued and outstanding. In addition, Executive Officers as a
group have Options (as defined in the Management Proxy Circular) to purchase
2,168,541 Shares.

In the case of each of the Directors and Named Executive Officers of Alcan
except for Mr. Bougie, percentage of Shares held amount to less than 0.01% of
the outstanding Shares. Mr. Bougie held 38,333 Shares and options to purchase
947,900 Shares which together would equal 0.45% of the outstanding Shares.

ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

The information required is incorporated by reference to the Management Proxy
Circular, page 27, the section titled "Indebtedness of Directors and Executive
Officers".

In addition, the rate of interest charged was 4% in the first quarter of 1999
and 5% for the remainder of the year.

                                     PART IV

ITEM 14 EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(A)   1.  FINANCIAL STATEMENTS

          The information required is incorporated by reference to the Annual
          Report, pages 40 to 63 and the Auditors' Report on page 39 thereof.


      2.  FINANCIAL STATEMENT SCHEDULES

          The required information is shown in the consolidated financial
          statements or notes thereto.

      3.  EXHIBITS

          References to documents filed by the Company prior to April 1987 are
          to SEC File No. 1-3555. References to documents filed by the Company
          after April 1987 are to SEC File No. 1-3677.

          (3)     Articles of Incorporation and By-laws:

                  3.1      Certificate of Amalgamation dated 1 January 1995,
                           Certificate of Amendment dated 8 May 1995.
                           (Incorporated by reference to exhibit 3.1 to the
                           Annual Report on Form 10-K of the Company for 1996.)

                  3.2      By-law No. 1A. (Incorporated by reference to
                           exhibit 3.5 to the Annual Report on Form 10-K of the
                           Company for 1987.)


                                       24
<PAGE>   27
          (4) Instruments defining the rights of security holders:

                  4.1      No long-term debt instrument is required to be filed
                           herewith, and the Company agrees to furnish a copy of
                           any such instrument to the Commission upon request.

                  4.2      Form of certificate for the  Registrant's Common
                           Shares. (Incorporated by reference to exhibit 4.2
                           to the Annual Report on Form 10-K of the Company for
                           1989.)

                  4.3      Shareholder Rights Agreement as amended and restated
                           on 24 April 1995 between Alcan Aluminium Limited and
                           The R-M Trust Company as Rights Agent, which
                           Agreement includes the form of Rights Certificates.
                           (Incorporated by reference to exhibit 4 to the
                           Company's Report on Form 8-K filed on 5 May 1995.)

          (10)    Material Contracts

                  10.1     Alcan Pension Plan (Canada), restated version, as of
                           October 1990. (Incorporated by reference to exhibit
                           10.1 to the Annual Report on Form 10-K of the Company
                           for 1990.)

                  10.1.1   Amendments dated 1 January 1992. (Incorporated by
                           reference to exhibit 10.1.1 to the Annual Report on
                           Form 10-K of the Company for 1991.)

                  10.1.2   Amendments dated 1 January 1990, Schedule  93-2.
                           (Incorporated by reference to exhibit 10.1.2 to the
                           Annual Report on Form 10-K of the Company for 1994.)

                  10.1.3   Amendments dated 1 January 1994, Schedule 93-3 and
                           Schedule 93-4. (Incorporated by reference to exhibit
                           10.1.3 to the Annual Report on Form 10-K of the
                           Company for 1994.)

                  10.1.4   Amendments dated 31 December 1994, for Schedule 95-1,
                           1 January 1996 for Schedule 95-2, 1 January 1992 for
                           Schedule 95-3 and 1 January 1995 for Schedule 95-4.
                           (Incorporated by reference to exhibit 10.1.4 to the
                           Annual Report on Form 10-K of the Company for 1995.)

                  10.1.5   Amendments dated 1 July 1996 for Schedule 96-1,
                           1 November  1996 for Schedule  96-2, 1 January 1992
                           for paragraphs  1, 2 and 3 of Schedule 96-3 and
                           1 January 1996 for paragraph 4 of Schedule 96-3.
                           (Incorporated by reference to exhibit 10.1.5 to the
                           Annual Report on Form 10-K of the Company for 1996.)

                  10.1.6   Amendments dated 1 January 1998 in Schedule 97-1,
                           30 March 1998 in Schedule 98-1 and 1 November 1998 in
                           Schedule 98-2. (Incorporated by reference to
                           exhibit 10.1.6 to the Annual Report on Form 10-K of
                           the Company for 1998.)

                  10.2     Alcan Executive Share Option Plan. (Incorporated by
                           reference to the section titled "The Plan" on pages 3
                           through 8 and on pages 3 through 7 of the
                           Prospectuses dated 30 April 1990 and 28 April 1993,
                           respectively, filed as part of the Company's
                           Registration Statements on Form S-8, Registration
                           Nos. 33-34716 and 33-61790.)



                                       25
<PAGE>   28


                  10.3     Alcan Aluminium Limited Executive Performance Award
                           Plan  revised as of October 1994. (Incorporated by
                           reference to exhibit 10.3 to the Annual Report on
                           Form 10-K of the Company for 1994.)

                  10.4     Alcan Aluminium Limited Financial Counselling Plan.
                           (Incorporated by reference to the exhibit of that
                           name filed with the Annual Report on Form 10-K of the
                           Company for 1981.)

                  10.5     Alcan  Aluminium  Limited  Executive  Automobile
                           Programme revised as of 1 January 1992. (Incorporated
                           by reference to exhibit 10.5 to the Annual Report on
                           Form 10-K of the Company for 1991.)

                  10.6     Alcan Aluminium Limited Flexible Perquisites Program.
                           (Incorporated by reference to exhibit 10.6 to the
                           Annual Report on Form 10-K of the Company for 1995.)

                  10.7     Form of Supplemental Retirement Benefits Agreement.
                           (Incorporated by reference to exhibit 10.6 filed with
                           the Annual Report of the Company  on Form 10-K for
                           1983.)

                  10.8     Alcan Supplemental Retirement Benefit Plan (Canada),
                           February 1992 edition. (Incorporated by reference to
                           exhibit 10.8 to the Annual Report on Form 10-K of the
                           Company for 1991.)

                  10.8.1   Amendments dated 1 January 1994, Schedule 93-1.
                           (Incorporated by reference to exhibit 10.7.1 to the
                           Annual Report on Form 10-K of the Company for 1994.)

                  10.8.2   Amendments dated 23 September 1993. (Incorporated by
                           reference to exhibit 10.8.2 to the Annual Report on
                           Form 10-K of the Company for 1994.)

                  10.8.3   Amendments dated 1 November 1998 in Schedule 98-1.
                           (Incorporated by reference to exhibit 10.8.3 to the
                           Annual Report on Form 10-K of the Company for 1998.)

                  10.9     Indemnity Agreement with Jacques Bougie.
                           Substantially similar agreements have been entered
                           into with all current Directors of Alcan Aluminium
                           Limited. (Incorporated by reference to exhibit 10.9
                           to the Annual Report on Form 10-K of the Company for
                           1995.)

                  10.10    Alcan Aluminium Limited Retirement Compensation Plan
                           for Non-Executive Directors dated 27 April 1995.
                           (Incorporated by reference to exhibit 10.10 to the
                           Annual Report on Form 10-K of the Company for 1995.)

                  10.10.1  Amendment dated 1 January 1997. (Incorporated by
                           reference to exhibit  10.10.1 to the Annual Report on
                           Form 10-K of the Company for 1996.)



                                       26
<PAGE>   29


                  10.11    Alcan Aluminium Limited Deferred Share Unit Plan for
                           Non-Executive Directors dated 1 January 1997.
                           (Incorporated by reference to exhibit 10.11 to the
                           Annual Report on Form 10-K of the Company for 1996.)

                  10.12    B.C./Alcan 1997 Agreement. (Incorporated by reference
                           to exhibit 10.1 to the Quarterly  Report on Form 10-Q
                           of the Company for the quarter ended 30 June 1997.)

                  10.13    Employment Agreement dated 24 July 1997 with Jacques
                           Bougie. (Incorporated  by reference to exhibit 10.13
                           to the Annual Report on Form 10-K of the Company for
                           1997.)

                  10.14    Employment Agreement dated 1 April 1999 with R.B.
                           Evans. (Substantially similar agreements have been
                           entered into with E.P. LeBlanc and S. Thadhani.)
                           (Filed herewith.)

                  10.15    Change of Control Agreement dated 23 July 1999 with
                           Jacques  Bougie. (Substantially similar agreements
                           have been entered into with B.W. Sturgell, R.B. Evans
                           and E.P. LeBlanc.) (Filed herewith.)

          (13)  Annual Report. (Filed herewith.)

          (21)  Subsidiaries and Related Companies of the Company. (Filed
                herewith.)

          (23)  Consent of Independent Accountants is on page 30.

          (24)  Powers of Attorney. (Filed  herewith.)

                24.1   Power of attorney of J. Bougie
                24.2   Power  of attorney of W. Chippindale
                24.3   Power of attorney of E.R. Clitheroe
                24.4   Power of attorney of T. Engen
                24.5   Power of attorney of J.R. Evans
                24.6   Power of attorney of J.E. Newall
                24.7   Power of attorney of P.H. Pearse
                24.8   Power of attorney of G. Russell
                24.9   Power of attorney of G. Saint-Pierre
                24.10  Power of attorney of P.M. Tellier
                24.11  Power of attorney of S. Thadhani
                24.12  Power of attorney of R. Genest

          (27)  Financial Data Schedule. (Filed herewith.)

          (99)  Cautionary  statement for purposes of the "Safe  Harbor"
                provisions of the Private Securities Litigation Reform Act of
                1995. (Incorporated  by reference to exhibit 99 to the Annual
                Report on Form 10-K of the Company for 1997.)

          (99)  Management Proxy Circular.  (Filed herewith.)

(B)   REPORTS ON FORM 8-K

The Company has filed no reports on Form 8-K during the quarter ended
31 December 1999 concerning Item 5 thereof: "Other Events".



                                       27
<PAGE>   30
SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.


                                          ALCAN ALUMINIUM LIMITED

23 March 2000                             By : /s/ John R. Evans
                                          ------------------------------------
                                          John R. Evans, Chairman of the Board
                                          By: Serge Fecteau, as Attorney-in fact

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities indicated, on 23 March 2000.

/s/ Jacques Bougie
----------------------------------------------
Jacques Bougie, Director, President and Chief
Executive Officer
(Principal Executive Officer)
By: Serge Fecteau, as Attorney-in fact

/s/ Warren Chippindale
----------------------------------------------
Warren Chippindale, Director
By: Serge Fecteau, as Attorney-in fact

/s/ Eleanor R. Clitheroe
----------------------------------------------
Eleanor R. Clitheroe, Director
By: Serge Fecteau, as Attorney-in fact

/s/ John R. Evans
----------------------------------------------
John R. Evans, Chairman of the Board
By: Serge Fecteau, as Attorney-in fact

/s/ Travis Engen
----------------------------------------------
Travis Engen, Director
By: Serge Fecteau, as Attorney-in fact


----------------------------------------------
Allan E. Gotlieb, Director

                                       28

<PAGE>   31


/s/ J. E. Newall
------------------------------------------------------
J. E. Newall, Director
By: Serge Fecteau, as Attorney-in fact

/s/ Peter H. Pearse
-----------------------------------------------------
Peter H. Pearse, Director
By: Serge Fecteau, as Attorney-in fact

/s/ Sir George Russell
-----------------------------------------------------
Sir George Russell, Director
By: Serge Fecteau, as Attorney-in fact

/s/ Guy Saint-Pierre
-----------------------------------------------------
Guy Saint-Pierre, Director
By: Serge Fecteau, as Attorney-in fact


-----------------------------------------------------
Gerhard Schulmeyer, Director

/s/ Paul M. Tellier
-----------------------------------------------------
Paul M. Tellier, Director
By: Serge Fecteau, as Attorney-in fact

/s/ Suresh Thadhani
-----------------------------------------------------
Suresh Thadhani, Executive Vice President and Chief
Financial Officer  (Principal Financial Officer)
By: Serge Fecteau, as Attorney-in fact

/s/ Richard Genest
-----------------------------------------------------
Richard Genest, Corporate Controller
(Principal Accounting Officer)
By: Serge Fecteau, as Attorney-in fact


                                       29
<PAGE>   32




CONSENT OF INDEPENDENT ACCOUNTANTS

To the Directors of Alcan Aluminium Limited:

We hereby consent to the incorporation by reference in the Prospectuses
constituting part of the Registration Statements on Form S-8 (Nos. 33-6070,
33-34716, 33-61790 and 333-89711) and on Form S-3 (Nos. 2-78568, 2-78713,
33-82754 and 333-76535) of Alcan Aluminium Limited of our Report, dated
10 February 2000 appearing on page 39 of the 1999 Annual Report to Shareholders.
Our Report is incorporated by reference in this Annual Report on Form 10-K. We
also consent to the reference to us under the caption "Experts" in such
Prospectuses.

Montreal, Canada
23 March 2000                                    /s/ PricewaterhouseCoopers LLP
                                                 ------------------------------
                                                 PricewaterhouseCoopers LLP

COMMENTS BY AUDITORS FOR U.S. READERS ON
CANADA-U.S. REPORTING DIFFERENCES

In the United States of America, reporting standards for auditors require the
addition of an explanatory paragraph (following the opinion paragraph) when
there is a change in accounting principles that has a material effect on the
comparability of a company's financial statements, such as the change described
in Note 3 to the Consolidated Financial Statements. Our report to the
Shareholders dated 10 February 2000 is expressed in accordance with Canadian
reporting standards which do not require a reference to such a change in
accounting principles in the auditors' report when the change is properly
accounted for and adequately disclosed in the financial statements.

Montreal, Canada
23 March 2000                                    /s/ PricewaterhouseCoopers LLP
                                                 ------------------------------
                                                 PricewaterhouseCoopers LLP

                                       30