SECURITIES AND EXCHANGE
COMMISSIONWASHINGTON, D.C.
20549

Form 10-K

[4]Annual Report pursuant to Section 13 or 15(d)
ofthe Securities Exchange Act of 1934For the fiscal year
ended31 December 2003

OR

[  ]Transition Report pursuant to Section 13 or 15(d)
ofthe Securities Exchange Act of 1934Commission file number 1-3677

Alcan Inc.

|                                                                  |                                                
|----------------------------------------------------------------- | -----------------------------------------------
|Incorporated
      in:                                            | I.R.S. EmployerIdentificationNo.:              
|Canada                                                            | Not
      applicable                           
|                                                                  |                                                
|1188 Sherbrooke Street
      West,                                |                                                
|Montreal, Quebec, Canada
      H3A 3G2                            | Telephone: (514)
      848-8000                
|                                                                  |                                                
|                                                                  |                                                
|Securities registered
      pursuant to Section 12(b) of the Act: |                                                
|                                                                  |                                                
|Title of each
      class                                         | Name of each exchange
      on which registered
|                                                                  |                                                
|Common Shares without
      nominal or par value                  | New York Stock
      Exchange                  
|                                                                  |                                                
|Common Share Purchase
      Rights                                | New York Stock
      Exchange                  
|                                                                  |                                                
|4 7/8% Notes due
      2012                                       | New York Stock
      Exchange                  





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 4



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.[4]



Indicate by check mark whether the Registrant is an accelerated
filer (as defined in Exchange Act Rule 12b-2):



|The aggregate market
      value of the voting stock |                                                        
|---------------------------------------------------- | -------------------------------------------------------
|held by
      non-affiliates:                        | USD10,067million, as of 30 June 2003                   
|                                                     |                                                        
|Common Stock of
      Registrant outstanding:        | 367,809,292 Common
      Shares,                       
|                                                     | as of 3 March
    2004                                 
|                                                     |                                                        
|Documents incorporated
      by reference:           | Portions of the Annual
      Report to Shareholders for
|                                                     | the fiscal year ended 31
      December 2003           
|                                                     |                                                        
|                                                     | Portions of the Proxy
      Circular for the Annual    
|                                                     | Meeting to be held on 22
      April 2004              



---







INDEX TO ALCAN
INC.

2003 ANNUAL REPORT
ON FORM 10-K



|                                                                                                        | 
|------------------------------------------------------------------------------------------------------- | 
|                                                                                                        | 
|PART I                                                                                                  | 
|Item 1 and 2 Business and Properties                                                                   
|Overview of Operating
      Segments                                                                    | 
|History/Recent
      Developments                                                                       | 
|Alcan Business
      Groups                                                                             | 
|Bauxite and
      Alumina                                                                               | 
|Primary
      Metal                                                                                     | 
|Rolled Products
      Americas and Asia                                                                 | 
|Rolled Products
      Europe                                                                            | 
|Engineered
      Products                                                                               | 
|Packaging                                                                                               | 
|Pechiney Business
      Sectors                                                                         | 
|Primary
      Aluminum                                                                                  | 
|Aluminum
      Conversion                                                                               | 
|Packaging                                                                                               | 
|International
      Trade                                                                               | 
|Information by
      Geographic Areas                                                                   | 
|Research and
      Development                                                                          | 
|Environment, Health
      and Safety Matters                                                            | 
|Properties                                                                                              | 
|Employees                                                                                               | 
|Patents, Licenses and
      Trademarks                                                                  | 
|Competition and
      Government Regulations                                                            | 
|Item 3 Legal Proceedings                                                                                | 
|Environmental
      Matters                                                                             | 
|Other
      Matters                                                                                     | 
|Item 4 Submission of Matters to a
      Vote of Security Holders                                        | 
|                                                                                                        | 
|PART II                                                                                                 | 
|Item 5 Market for the Registrant's
      Common Equity and Related Stockholder Matters                  | 
|Item 6 Selected Financial
      Data                                                                    | 
|Item 7 Management's Discussion and
      Analysis of Financial Condition and Results of Operations      | 
|Item 7A Quantitative and
      Qualitative Disclosures about Market Risk                                | 
|Item 8 Financial Statements and
      Supplementary Data                                                | 
|Item 9 Changes in and
      Disagreements with Accountants on Accounting and Financial
      Disclosure | 
|Item 9A Controls and
      Procedures                                                                   | 
|                                                                                                        | 
|PART III                                                                                                | 
|Item 10 Directors and Executive
      Officers of the Registrant                                        | 
|Item 11 Executive
      Compensation                                                                    | 
|Item 12 Security Ownership of
      Certain Beneficial Owners and Management                            | 
|Item 13 Certain Relationships and
      Related Transactions                                            | 
|Item 14 Principal Accountant Fees
      and Services                                                    | 
|                                                                                                        | 
|PART IV                                                                                                 | 
|Item 15 Exhibits, Financial
      Statement Schedules and Reports on Form 8-K                           | 
|Signatures                                                                                              | 
|Consent of Independent
      Accountants                                                                | 

---

PART I



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



"Alcan", "Company", "Registrant" or the "Issuer" means Alcan
Inc. and, where applicable, one or more Subsidiaries,



"Algroup" means Alusuisse Group Ltd. (now Alcan Holdings
Switzerland Ltd.), a Subsidiary of Alcan following the Algroup Combination,



"Algroup Combination" means the process by which Algroup became
a Subsidiary of Alcan on 17 October 2000, through the completion of a share
exchange offer by Alcan for the shares of Algroup,



"Annual Report" means Alcan's Annual Report to Shareholders
for the year ended 31 December 2003,



"Business Group" refers to each of Alcan's six business groups,
Bauxite and Alumina, Primary Metal, Rolled Products Americas and Asia, Rolled
Products Europe, Engineered Products and Packaging,



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



"Director" means a director of Alcan,



"Dollars" or "$" means U.S. Dollars, unless otherwise
specified,



"Executive Officers" means the President and Chief Executive
Officer, the Executive Vice Presidents, the Senior Vice Presidents, the Vice
Presidents, the Treasurer, the Controller and the Corporate Secretary of
Alcan,



"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, but in
which Alcan does not hold or exercise a controlling interest,



"LME" means the London Metal Exchange,



"Proxy Circular" means the management proxy circular prepared
in connection with Alcan's Annual Meeting of Shareholders to be held on 22 April
2004, and any adjournment thereof,



"Pechiney" means Pechiney, a French société anonyme, a
Subsidiary of the Company following the Pechiney Combination,



"Pechiney Combination" means the process by which Pechiney
became a Subsidiary of Alcan on 15 December 2003, through the completion of a
cash and Shares offer by Alcan for the securities of Pechiney,



"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,



"Share" or "Common Share" means a common share in the capital
of Alcan,



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

---



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



"UBC" means a used beverage can.



Unless otherwise expressly indicated, 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 to the Proxy Circular. Such
information is specifically identified herein, including by the reference

Special Note Regarding Forward-Looking Statements



Certain statements made or incorporated by reference in this
report are forward-looking statements within the meaning of the United States
Private Securities Litigation Reform Act of 1995. Terms such as ''believes'',
''expects'', ''may'', ''will'', ''could'', ''should'', ''anticipates'',
''estimates'', "intends" and ''plans'' and the negatives of and variations on
terms such as these signify forward-looking statements. Because these
forward-looking statements include risks and uncertainties, readers are
cautioned that actual results may differ materially from the results expressed
in or implied by the statements.



The following factors, among others, could cause actual results
or outcomes to differ from the results expressed or implied by forward-looking
statements:



- changes in global

  supply and demand conditions for aluminum and other products;
- changes in
  aluminum ingot prices;
- changes in raw
  materials costs and availability;
- changes in the
  relative values of various currencies;
- cyclical demand
  and pricing within the principal markets for Alcan's products;
- changes in
  government regulations, particularly those affecting environmental, health or
  safety compliance;
- fluctuations in
  the supply of and prices for power in the areas in which Alcan maintains
  production facilities;
- the effect of
  integrating acquired businesses and the ability to attain expected benefits
  from acquisitions;
- potential discovery of
  unanticipated commitments or other liabilities associated with the acquisition
  and integration of Pechiney;

major changes in technology
  that affect Alcan's competitiveness;

the risk of significant losses
  from trading operations, including losses due to market and credit risks
  associated with derivatives;

changes in prevailing interest
  rates and equity market returns related to pension plan investments, which may
  result in our being required to make larger than expected pension plan
  contributions;

potential
  catastrophic damage, increased insurance and security costs and general
  uncertainties associated with the increased threat of terrorism or war;

the effect of
  international trade disputes on Alcan's ability to import materials, export
  its products and compete internationally;

relationships
  with and financial and operating conditions of customers and
  suppliers;

---

- economic,
  regulatory and political factors within the countries in which Alcan operates
  or sells products; and
- factors affecting
  Alcan's operations, such as litigation, labour relations and 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 page



Alcan undertakes no obligation to release publicly the results
of any future revisions it may make to forward-looking statements to reflect
events or circumstances after the date of this report or to reflect the
occurrence of unanticipated events.



Alcan files annual, quarterly and special reports and other
information with the SEC. Any document so filed can be viewed at the SEC's
public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please
call the SEC at 1-800-SEC-0330 for further information on the operation of the
public reference rooms. Alcan's SEC filings are also available to the public
over the Internet at the SEC's web site at http://www.sec.gov

---

ITEMS 1 AND 2
BUSINESS AND PROPERTIES



Alcan is the parent company of an international group involved
in many aspects of the aluminum and packaging industries. Through Subsidiaries,
Joint Ventures and Related Companies around the world, the activities of Alcan
include bauxite mining, alumina refining, production of specialty chemicals,
aluminum smelting, manufacturing and recycling, flexible and specialty
packaging, as well as related research and development.



On 15 December 2003, through the Pechiney Combination, Alcan
acquired a majority of the shares of Pechiney, a
French aluminum and packaging company, which then became a Subsidiary. Alcan
subsequently became owner of all outstanding Pechiney common shares, Pechiney
Bonus Allocation Rights, Pechiney OCEANEs and Pechiney American Depositary
Shares as a result of a re-opened offer that was completed on 15 January 2004
and a subsequent withdrawal offer and compulsory acquisition, made in accordance
with French securities regulations, completed on 6 February 2004. The
integration of Pechiney is being actively implemented. After accounting for the
Pechiney Combination, Alcan employs 88,000 people in 63 countries.

|A. | OVERVIEW OF OPERATING
      SEGMENTS
|-- | ------------------------------------

The Company operates through six Business Groups, each
responsible for  different business units of which they are comprised. In
2004, Pechiney's business operations will be integrated into these Business
Groups, but for the purposes of this report its operating sectors are presented
separately, as is certain other information pertaining to Pechiney.



The Operating Segments of the Company are:

|1.1 | Bauxite and
      Alumina, headquartered in Montreal, Canada, this group comprises
      Alcan's worldwide activities related to bauxite mining, alumina refining
      and the production of specialty aluminas, owning and/or operating seven
      bauxite mines and deposits in five countries, five smelter-grade alumina
      plants in three countries and three specialty alumina plants in two
      countries;                                                                                                                  
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|1.2 | Primary
      Metal, also headquartered in Montreal, this group comprises
      smelting operations, power generation and production of primary
      value-added ingot in the form of sheet ingot, extrusion billet, rod and
      foundry ingot, as well as engineering services and trading operations for
      alumina and aluminum, operating or having interests in 16 smelters in
      seven countries. Alcan has committed to establish the operational
      headquarters of its European primary aluminum business in
  France;
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|1.3 | Rolled Products Americas
      and Asia, headquartered in Cleveland, U.S., this group produces
      aluminum sheet and light gauge products, operating 15plants in
      fivecountries;                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|1.4 | Rolled Products
      Europe, headquartered in Zurich, Switzerland, this group produces
      aluminum sheet, including automotive, can and lithographic sheet, plate
      and foil stock production, operating 11 plants in four countries;                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|1.5 | Engineered
      Products, headquartered in Neuhausen, Switzerland, this group
      produces fabricated aluminum products, including wire and cable,
      components for the mass transportation, automotive, building, display,
      electromechanical and other industrial markets, and includes sales and
      service centres throughout Europe, operating 66plants in 20
      countries. Alcan has committed to establish the global operational
      headquarters of its engineered products group in France; and              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|1.6 | Packaging,also headquartered in Zurich, this
      group consists of Alcan's worldwide food flexible, foil, tobacco,
      pharmaceutical and personal care packaging businesses, operating
      84plants in 18countries. Alcan has committed to establish, the global
      operational headquarters of its packaging business in Paris.                                                                                                                                                                                                 







---



|1.7   | Pechiney's Operating Sectors
      and International Trade Division:                                                                                                                                                                                                                                                                                                                                                                                  
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|1.7.1 | Primary Aluminum,headquartered in Paris, France, this group comprises Pechiney's
      worldwide activities related to bauxite mining, alumina refining, smelting
      operations and the production of silicon and ferroalloys, operating two
      bauxite mines and deposits in two countries, six alumina plants (three
      alumina refineries and three specialty alumina plants) in four countries
      and eight smelters in six countries.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|1.7.2 | Aluminum Conversion,headquartered in Paris, this group consists of Pechiney's aluminum
      semi-finished products, hard and soft alloy, flat rolled products and
      extrusions, operating 25 plants in six countries and one research
      centre.                                                                                                                                                                                              
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|1.7.3 | Packaging,headquartered
      in Paris, this group consists of Pechiney's plastics packaging, Cebal
      Tubes (Europe-Asia, Americas), Cebal Aerosols, Techpack International and
      caps and overcaps, operating 91 plants in 18 countries.                                                                                                                                                                                                     
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|1.7.4 | International Trade,headquartered in Paris, this division consists of Pechiney's sales
      network, trading activities and distribution network, through 50 entities
      operating in 60
countries.                                                                                                                                                                                                                                               





Alcan's corporate head office, located in Montreal, focuses on
strategy development, while overseeing governance, policy, legal, compliance,
human resources and finance matters.



See Annual Report, page 97



The balance sheet of Pechiney is included in Alcan's
Consolidated Financial Statements as at 31 December 2003. However, the results
of operations and operating cash flows of Pechiney will be included in the
Company's Consolidated Financial Statements beginning 1 January
2004.



|B. | 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 post-war
period, Alcan expanded internationally and invested in fabricating activities to
stimulate demand for its primary metal production.



In October 2000, Alcan consummated the Algroup Combination,
which valued Algroup at approximately $5.7 billion. The Algroup Combination
substantially expanded Alcan's presence in Europe. In addition, the Algroup
Combination, together with Alcan's strategic focus and industry trends,
increased the importance of packaging to Alcan's overall business mix. The
Pechiney Combination has continued Alcan's international expansion and has
further increased the importance of packaging.



Today, Alcan is a multinational company engaged in all aspects
of the aluminum and packaging industries on an international scale.



---

|1. | Alcan's Recent
      Developments
|-- | ---------------------------------

Since the beginning of 2003, Alcan reported the major events
related to its business and corporate governance described below. Events related
to the Pechiney Combination are described under the heading "The Acquisition of
Pechiney" below.



On 29 January 2003, Alcan announced the construction of a new
potlining center adjacent to the new Alma smelter, for a total investment of
CAN$60 million.



On 17 March 2003, Alcan announced that Messrs. L. Denis
Desautels and Milton K. Wong would be candidates for election to the Board of
Directors at the annual meeting to be held in Montreal on 24 April 2003. Mr.
Desautels is executive-in-residence at the School of Management of the
University of Ottawa Centre on Governance and was Auditor General of Canada from
1991 to 2001. Mr. Wong is chairman of HSBC Asset Management (Canada) Limited and
Chancellor of Simon Fraser University in British Columbia.



On 23 April 2003, the Company announced that it reduced total
greenhouse gas ("GHG") emissions in 2001 and 2002 by an average of 1.45 million
tonnes, surpassing its original goal by over one million tonnes per year,
including both direct and indirect emissions. These reductions stem from Alcan's
long-term emissions reduction program called TARGET, launched in 2001. Numerous
GHG reduction programs such as improvements in process technology and the
management of operational processes as well as energy efficiency improvements
have been implemented across the Company.



On 28 April 2003, the Company announced a public offering in
the U.S. of $500million 41/2% global notes,
due 15 May2013, which closed 1 May 2003. Net proceeds to the Company
from the sale of the notes were used to help fund the acquisition of VAW
Flexible Packaging ("FlexPac") and to refinance maturing long-term debt.



On 30 April 2003, Alcan announced that it had completed the
acquisition of FlexPac from Norsk Hydro for approximately $361 million. FlexPac
includes 14 high-quality flexible packaging plants in eightcountries and
5,400employees.



On 10 June 2003, Travis Engen, President and Chief Executive
Officer of the Company, committed that the Company will work to ensure that all
its operations, including its head office in Montreal, achieve ISO 14001, an
environmental management standard, and OHSAS 18001, a health and safety
management standard, certification by the end of 2004. Compliance with the two
standards constitutes two components of Alcan's integrated Environment, Health
and Safety management system (EHS FIRST).



On 1 July 2003, the Company announced that it had completed the
acquisition of BaltekCorporation, the world's leading supplier of
balsa-based structural core materials, for $35million. This followed the
approval by the Baltek shareholders. Prior to its acquisition, Baltek was a
NASDAQ-listed company, headquartered in New Jersey, with operations in the
United States, Ecuador and Western Europe. The company became part of the Alcan
Composites business unit of the Engineered Products Business Group.



On 16 September 2003, the Company announced a CAN$25 million
investment for the construction of a new manufacturing facility for the
production of aluminum structural assemblies for the automotive industry in the
Saguenay region of Quebec. The facility is expected to produce aluminum bumpers
and side-impact beams, instrument panel supports and other weight saving
structural sub-systems and will form part of the Engineered Products Business
Group.

---





On 26 September 2003, the Company announced the appointment of
Mrs. Christine Morin-Postel as Director of the Company and the departure of Mr.
Clarence Chandran from the Board of Directors. Mrs. Morin-Postel serves on the
Boards of Arlington Capital Europe, 3i Group plc and Pilkington plc. Until her
recent retirement, she was executive vice president in charge of human resources
at Suez Group and formerly CEO of Société Générale de Belgique. Mr. Chandran, a
Director since 2001, elected to leave as a result of his appointment as an
officer of CGI Group Inc., a significant outsourcing service provider to
Alcan.



On 6 October 2003, Alcan announced that it had acquired the
Uniwood/Fome-Cor Division of Nevamar for $95 million. Uniwood/Fome-Cor produces
high performance foamboard materials used in the display and graphic arts
market. The acquired company became part of the Alcan Composites business unit
within the Engineered Products Business Group.



On 8 October 2003, the Company announced that it had increased
its ownership position in the Aluminium Company of Malaysia ("ALCOM") from 36% to
59%. ALCOM is a manufacturer of light gauge aluminum products. Alcan acquired
the additional shares from Nippon Light Metal in exchange for its ownership in
Alcan Nikkei Siam Limited in Rangsit, Thailand. ALCOM employs 360 people at its
Bukit Raja operation located near Kuala Lumpur.



On 15 October 2003, Alcan announced that it had selected the
LSL Joint Venture to do a definitive feasibility study preliminary to the
engineering, procurement and construction management project for the proposed
expansion of Alcan's alumina refinery at Gove, in the Northern Territory of
Australia. This potential expansion would increase Alcan's capacity for
smelter-grade alumina production from 2 million tonnes per annum ("Mtpa") to
approximately 3.5 Mtpa. Alcan expects to complete this and other studies by
mid-2004 and, depending on the outcome of the studies, to potentially commission
the expansion by 2007.



On 17 October 2003, the Company announced that it had developed
a sustainable solution for the treatment of spent potlining and would invest up
to CAN$150 million in the construction of a treatment plant in the Saguenay
region. The technology which will be used at the plant was developed by Alcan's
R&D team in Quebec. The construction of the 80,000 tonne-per-year treatment
facility using Alcan's low caustic leaching & liming process is expected to
begin in the second quarter of 2004.



On 23 October 2003, Alcan signed a definitive joint venture
agreement with Qingtongxia Aluminum Company and the Ningxia Electric Power
Development and Investment Co. Ltd. Under the agreement, Alcan will invest up to
$150 million, for a 50% participation and a secure power supply in an existing
150,000 tonnes modern pre-bake smelter located in the Ningxia autonomous region,
in the People's Republic of China. The agreement also gives Alcan a substantial
operating role and the option to acquire, through additional investment, up to
80% of a new 250,000-tonne potline already under construction. The investment is
expected to take place in the first quarter of 2004.



On 30 December 2003, Alcan acquired the remaining 65% stake in
the Aluminium Dunkerque smelter, located in Dunkerque, France, from the smelter's
financial partners through its subsidiary, Pechiney, which already owned a 35%
share of the smelter. The acquisition of the smelter was made for €248 million.
The transaction also resulted in the assumption by Alcan of an additional $128
million in debt.

---





On 22 January 2004, the Company announced that it will
permanently halt production at its 60-year-old Jonquière Söderberg
primary
aluminum facility, in the Saguenay region of Quebec, by the second quarter of
2004. Compared to the other Alcan smelters in Quebec, the Jonquière Söderberg plant had the highest production costs, faced the
greatest environmental challenges and was one the of the least energy efficient.
The Company plans to close the four Söderberg potlines between February and
April 2004. The closure will directly impact approximately 550 jobs in total,
but Alcan will work closely with employee representatives to minimize layoffs
and the impact on employees.



On 17 February 2004, the Company announced the appointment of
Mr.YvesMansion and Mr.Jean-PaulJacamon as
Directors of the Company. Mr. Mansion is chief executive officer of Société
Foncière Lyonnaise and a member of the French Collège de l'Autorité des marchés
financiers. He was group managing director of Assurances Générales de France
from 1990 to 2001. Mr.Mansion is a member of the supervisory board of
EulerHermes and deputy director of l'Entreprise de Recherche et
d'activités pétrolières.



|2.  | The Acquisition of
      Pechiney
|--- | ---------------------------------
|    |                                  
|2.1 | Pechiney
Background              



Pechiney was a publicly traded company with shares listed on
the Euronext Paris Stock Exchange until 6 February 2004 and Pechiney American
Depositary Shares ("ADSs") listed on the New York Stock Exchange until 20
January 2004.



Pechiney operates in three core businesses: the production of
primary aluminum, the production of fabricated aluminum products and the
production of packaging materials. Pechiney's other businesses also include
Ferroalloys and International Trade.



In 2003, Pechiney achieved sales and operating revenues of
€10,812 million and employed 34,000 employees.





|2.2 | Alcan's
      offer for
Pechiney
|--- | --------------------------------



Alcan's offer to acquire all of the outstanding Pechiney common
shares, Pechiney Bonus Allocation Rights, Pechiney OCEANEs (convertible
debentures) and Pechiney ADS (collectively "Pechiney securities") was made
through two separate offers:



|- | a French offer open to all holders
      of Pechiney securities (other than Pechiney ADSs), located in France and
      outside of France (but not in Canada and the United States) if, pursuant
      to the local laws and regulations applicable to such holders, they were
      permitted to participate in the French offer,
  and
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                                                                                                                         
|- | a U.S. offer open to all holders
      of Pechiney securities who were located in the U.S. and Canada and to all
      holders of Pechiney ADSs, wherever
located.                                                                                                                                                                      









|2.2.1 | Timeline
|----- | --------



Beginning in May 2003, members of Alcan's management, assisted
by advisors, conducted a review of the feasibility of a transaction combining
Alcan and Pechiney. Alcan's management presented the results of its analysis and
views concerning the potential for an Alcan-Pechiney business combination,
including summaries of confidential discussions with the European Commission's
Merger Task Force, to Alcan's Board of Directors at meetings held on 3 June 2003
and 26 June 2003.

---





On 2 July 2003, Alcan's Board of Directors held a meeting to
discuss further the potential Pechiney Combination and received additional input
from Alcan's management and advisors. After further review and discussion, the Directors
present unanimously agreed and directed that the Company should pursue the Pechiney Combination.



On 4 July 2003, Mr. Engen met with Mr. Rodier and presented to
him the business case for the Pechiney Combination. Mr. Rodier advised that he
was not then in a position to formally respond.



On 5 July 2003, Mr. Engen met again with Mr. Rodier in Paris.
Mr. Engen and Mr. Rodier together discussed the timeline for a potential Alcan
offer. Mr. Rodier indicated that discussions among Pechiney's directors had
begun and that three key criteria in assessing the merits of any offer would be
price, the views of Pechiney's key managers with respect to potential acquirers
of Pechiney and competition and antitrust issues.



On 7 July 2003, Alcan announced plans to launch a tender offer
for Pechiney and filed its offer documents with the French Conseil des
marchés financiers ("CMF"), the French Commission des opérations de
bourse ("COB") and the  SEC. The
offer valued each Pechiney common share at €41. The offer consisted of 60% in
cash and 40% in new Alcan Common Shares. The main characteristics of the offer
included:



|- | Principal mixed offer : €123 in
      cash and three Alcan Shares for five Pechiney common shares;                         
|- | ---------------------------------------------------------------------------------------------------------------------------
|- | Subsidiary cash offer : €41 per
      each Pechiney common share;                                                          
|- | Subsidiary share offer : three
      Alcan Shares for every two Pechiney common shares;                                    
|- | These two subsidiary offers would
      need to respect the final portion of 60% in cash and 40% in Alcan shares;
      and
|- | Offer for OCEANEs : €81.70 in cash
      for each OCEANE.                                                                  







The offer was subject to the following conditions:

|- | competition approvals from the
      European Commission and the U.S. Department of Justice ("DOJ");
    and                                                      
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------
|- | receiving valid acceptances in
      respect of more than 50% of the total share capital and voting rights in
      Pechiney, calculated on a fully diluted
basis.





On 8 July 2003, Pechiney's board of directors rejected the
Alcan offer.



On 16 July 2003, the CMF declared Alcan's offer
acceptable.



On 14 August 2003, Alcan filed the notification of its offer
for Pechiney with the EuropeanCommission, and on 18 August 2003, it
offered commitments for divestiture in relation to the European markets for
certainaluminum flat rolled products, aluminum
aerosol cans and aluminum cartridges. As a result of this notification and these
commitments, the European Commission's initial competition review period, or
"Phase I'' review, ended on 29 September 2003.

On 20 August 2003, Mr. Engen met with Mr. Rodier and discussed
issues relating to the European competition approval process and factors
relevant to the price Alcan was willing to pay. They agreed that their
investment bankers should meet.



Discussions took place in August 2003 between Alcan's
investment bankers and Pechiney's investment bankers to discuss potential
modifications of the financial terms of the offer. Pechiney's investment bankers
met with Alcan's investment bankers on 28 August 2003 and communicated to them
that Pechiney believed the proposed offer was insufficient.

---





On 29 August 2003, Alcan filed its Hart-Scott-Rodino
notification form in the U.S., triggering a 30-day waiting period under the U.S.
antitrust laws, which ended on 29 September2003.



On 31 August 2003, at Pechiney's request, Alcan submitted a
written proposal. This proposal was contingent on the Pechiney board of
directors' acceptance at a meeting scheduled for that day. The financial terms
of the proposal stated that an additional Euro of consideration would be payable
if 95% of Pechiney's securities were tendered. The proposal also addressed
certain social and employment issues. However, Alcan was later informed that the
Pechiney board of directors had rejected its proposal.



Alcan announced on 1 September 2003 that, because its proposal
had not been accepted by the Pechiney board of directors, the proposal had
lapsed and discussions with Pechiney had ended and Alcan would proceed with its
offer.



On 4 September 2003, Mr. Rodier contacted Mr. Engen's office
seeking to reopen discussions.



On 5 September 2003, Alcan announced that the French Ministry
of Economy, Finance and Industry cleared Alcan's offer to acquire Pechiney
securities. Alcan committed that the combined Company's worldwide headquarters
would be in Montreal but, reflecting Alcan's significantly increased industrial
presence in France, Alcan would locate the world headquarters of the combined
entity's packaging business in Paris, while the European headquarters for
primary aluminum operations, the world headquarters for engineering and
aerospace operations and the global headquarters for new cell technology
development would be located in France.



On 11 September 2003, Mr. Rodier met with Mr. Engen to discuss
potential changes to the terms of Alcan's offer that could be proposed to
Pechiney's board of directors. On 12 September 2003, Mr. Engen and Mr. Rodier
exchanged a letter attaching the terms of revised offer. That same day, Alcan
announced that the board of directors of Pechiney recommended the revised offer
of Alcan as detailed below:



Per Pechiney Common Share/10 Bonus Allocation Rights:

|- | Cash: €24.60 per Pechiney common
      share, subject to increase as described below, and                                                                                                                                                                                                                                                                                                                                                                                      
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|- | Alcan
      Shares: €22.90 in Alcan Shares per Pechiney common share, each Alcan Share
      would be valued at the greater of (x) €27.40 or (y) the volume-weighed
      average of the Alcan stock price on the New York Stock Exchange for ten
      trading days chosen at random from 30 trading days ending five days prior
      to the close of the offer (with each day's price expressed in Euros based
      upon €/$ exchange rate on the same ten trading
  days).





Per Pechiney OCEANEs:

|- | €83.40 per Pechiney OCEANE,
      subject to increase as described below.
|- | -------------------------------------------------------------------------



Increase in Offer Price:

|- | If the offer was
      successful and more than 95% of Pechiney's share capital and voting rights
      on a fully diluted basis were tendered in the offer (including any
      re-opened offer), Alcan would provide all Pechiney security holders that
      have tendered their securities with:
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                                                                                     
|  | -                                                                                                                                                                                                                                                                                                   
|  | -                                                                                                                                                                                                                                                                                                   
|  | -                                                                                                                                                                                                                                                                                                   
|  | -                                                                                                                                                                                                                                                                                                   



---



On 15 September 2003, Alcan filed documents relating to its
revised offer for Pechiney with the CMF and the COB, and on 16 September 2003,
Alcan filed the revised offer documents with the SEC.



On 22 September 2003, the CMF declared Alcan's revised offer
for Pechineyto be acceptable
(recevable), and this decision was released on 29 September 2003.



On 29 September 2003, Alcan announced the European Commission
had granted clearance of Alcan's revised offer for the acquisition of Pechiney,
subject to agreed conditions and commitments. To meet the Commission's
regulatory concerns in relation to aluminum flat-rolled products, Alcan
undertook to divest either its 50% share in the AluNorf rolling mill and its
Göttingen and Nachterstedt rolling mills or Pechiney's rolling mills at
Neuf-Brisach, Rugles and, if necessary, the Annecy rolling mill. Alcan's
Latchford recycling/casting operations could also be added to either the AluNorf
or Neuf-Brisach packages. In addition, Alcan agreed to undertakings for the
licensing of alumina refining technology, aluminum smelter cell technology and
anode baking furnace designs. Alcan would also eliminate the overlap arising
from Alcan's and Pechiney's activities in aluminum aerosol cans and aluminum
cartridges.



Also on 29 September 2003, Alcan announced that it had reached
an agreement with the DOJ, which cleared its revised offer to acquire Pechiney.
Under this agreement and a related consent decree, Alcan undertook to divest
Pechiney's aluminum rolling mill located in Ravenswood, West Virginia, following
its acquisition of Pechiney. The consent decree was filed in U.S. District Court
on the same day and, as a result, the statutory waiting period under the U.S.
Hart-Scott RodinoAct expired that night. The agreement with the DOJ
removed the final condition related to Alcan's revised offer for
Pechiney.



On 7 October 2003, Alcan announced that following the clearance
by the COB of the documentation for its offer in France for Pechiney and the
publication in France of such documentation, the CMF had published the
notification of the opening of the offer. Accordingly, the French offer was open
for acceptance beginning on this date.



On 10 October 2003, Pechiney filed a draft of its Response
Document (note en réponse) with the COB and on 13 October 2003 issued a
press release detailing the formal recommendation (avis motivée),of its board of directors following its meeting  on
8 October 2003.



On 27 October 2003, Alcan announced that the registration
statement filed with the SEC in connection with its offer for Pechiney had been
declared effective. Accordingly, the U.S. offer was open for acceptance
beginning on that date.



On 17 November 2003, Alcan announced the specific consideration
to be paid in its offer for Pechiney following the determination of the average
value of Alcan Common Shares and Alcan's decision to substitute additional cash
consideration. In exchange for each Pechiney common share, each 10Pechiney Bonus Allocation Rights or each two Pechiney ADSs that would be
tendered into Alcan's exchange offer for Pechiney, tendering holders of Pechiney
securities would receive:

|- | €28.60 in cash (subject to increase); and
|- | -----------------------------------------
|- | 0.5441 Alcan Common
      Shares.        



In respect of each Pechiney OCEANE tendered, Alcan would pay
€83.40 in cash (subject to increase).



On 24 November 2003, the acceptance period for Alcan's French
and U.S. offers

---



On 2 December 2003, Alcan announced that the provisional
results of its offer for Pechiney as disclosed by the French Authorité des
marchés financiers ("AMF") indicated that Alcan has secured 92.21% of Pechiney's
total share capital (fully diluted) as of the expiry of the offer period.



On 3 December 2003, Alcan announced the new executive team and
management structure of the enlarged Company following completion of the
Pechiney Combination. Alcan's structure remained unchanged, with six Business
Groups continuing their responsibilities in each of their respective core
markets and products. (see Item 10: "Identification of Executive
Officers").



On 5 December 2003, Alcan announced the successful conclusion
of its offer for Pechiney securities. As of the expiration of its offers in
France and the U.S. on 24 November2003, Alcan had secured 92.21% of
Pechiney's share capital and 93.55%of Pechiney voting rights, on a fully
diluted basis.



In order to enable Pechiney shareholders who did not tender
their securities to benefit from the offer, Alcan announced on 5 December 2003
its decision to re-open the offer from 9 to23 December2003. The
terms and conditions of the re-opened offer were the same as those for the
initial offer.



On 15 December 2003, Alcan announced that Alcan Common Shares
were listed on the Premier Marché of the Euronext Paris stock
exchange.



On 15 December 2003, Alcan acquired all Pechiney securities
tendered into the initial offer, which was open from 7 October to 24 November
2003.

On 16 December 2003, Alcan announced that the composition
of Pechiney's board of directors was modified following Alcan's acquisition of
control of Pechiney on 15 December2003. The new Pechiney board was
constituted of 12 members:

|- | Six new members were appointed
      that day: Messrs. L. Yves Fortier (Chairman of Alcan's Board of
      Directors), Travis Engen (President and Chief Executive Officer, Alcan),
      Geoffery Merszei (Executive Vice President and Chief Financial Officer,
      Alcan), Daniel Gagnier (Senior Vice President, Corporate and External
      Affairs, Alcan), David McAusland (Senior Vice President, Mergers and
      Acquisitions and Chief Legal Officer, Alcan), and Madame Christine
      Morin-Postel (Director, Alcan).
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|- | Six
      existing Pechiney directors remained on the Board: Messrs. Jean-Paul
      Jacamon, Yves Mansion, H. Onno Ruding, as well as three members previously
      appointed by the employees: Messrs. Gérard Bouvier, Antoine Nordberg and
      Tony Zanello.                                                                                                                                                                                                                                                                     
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|- | In
      addition, Mr. Engen was appointed chairman and chief executive officer of
      Pechiney.                                                                                                                                                                                                                                                                                                                                                                                                                                     





On 8 January 2004, Alcan announced that it had secured
97.95%of Pechiney's total share capital and 97.92%of Pechiney
voting rights as of the expiry of the re-opened offer (23 December2003).
Thus, because the number of Pechiney securities tendered into the initial offer
and the re-opened offer corresponds to over 95% of Pechiney share capital and
voting rights, on a fully diluted basis, Alcan would pay the following
additional consideration to the holders of Pechiney securities who tendered
their securities:

|- | €1 for each Pechiney common share
      tendered;             
|- | --------------------------------------------------------------
|- | €0.10 for each Pechiney Bonus
      Allocation Right tendered;
|- | €0.40 for each Pechiney OCEANE
      tendered; and            
|- | €0.50 for
      each Pechiney ADS tendered.                   



---

Accordingly, the aggregate final consideration payable by Alcan
under its offer for Pechiney would be:

|- | for each Pechiney common share,
      two Pechiney ADSs or ten Pechiney Bonus Allocation Rights: 0.5441Alcan Common Shares and €29.60; and
|- | ------------------------------------------------------------------------------------------------------------------------------------------
|- | for each
      Pechiney OCEANE: €83.80.                                                                                                   





On 15 January 2004, Alcan acquired all Pechiney securities
tendered into the re-opened offer. As consideration for the securities tendered
into the re-opened offer, Alcan issued 2,082,075 Alcan Common Shares and paid

€126 million. On 19 January 2004, Alcan also paid €81 million
as additional consideration to holders of Pechiney securities who tendered
their securities during the initial offer.

|2.2.2 | Withdrawal Offer and Compulsory
    Acquisition
|----- | -----------------------------------------------





On 23 January 2004, Alcan announced that its withdrawal offer
(offre publique de retrait) opened that day as a required step for it to
acquire all remaining Pechiney securities in accordance with French securities
regulations. The withdrawal offer was opened for ten French trading days until 5
February2004 and was followed on 6 February2004 by a compulsory
acquisition (retrait obligatoire) by which Alcan became the owner of the
remaining Pechiney securities.

The consideration paid by Alcan in the withdrawal offer and
compulsory acquisition was in cash only and was the equivalent of the
consideration paid in the offer:

|- | €48.50 in
      cash for each Pechiney common share (including, for purposes of the
      compulsory acquisition, Pechiney common shares underlying outstanding
      ADSs);
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|- | €4.85 in
      cash for each Pechiney Bonus Allocation Right; and                                                                                                           
|- | €82.86 in cash for each Pechiney
      OCEANE.                                                                                                                              







The Pechiney ADSs were de-listed from the New York Stock
Exchange on 20 January2004 and following the completion of the
compulsory acquisition process, Pechiney common shares were de-listed from the
Euronext Paris stock exchange on 6 February 2004. On 9 February 2004, Pechiney
filed a notice of termination of registration with the SEC and ceased its status
as a reporting issuer under the Securities Exchange Act of
1934.



|2.2.3 | Financing for the
      Transaction
|----- | -----------------------------------

In connection with Pechiney Combination, Alcan issued
44,495,180 Shares  and paid aggregate cash consideration of
$3.6 billion (net of cash and time deposits acquired).



The cash portion of the consideration for the Pechiney
Combination was financed through short-term financing, including a commercial
paper issuance, through registered and private notes issuances, as well as
through application of cash on hand.



On 8 December 2003, Alcan issued and sold (1)  $500million of 5.20% Notes due 15 January2014 and (2)

$750million of 6.125% Notes due 15 December2033.



On 8 December 2003, Alcan Aluminum Corporation ("Alcancorp"), a
Subsidiary, sold (1)$500million aggregate amount of its Floating
Rate Notes ("FRN") due 8 December2004 and (2)$500million
aggregate principal amount of its FRN due 8 December2005 through private
placements. The FRN are fully and unconditionally guaranteed by Alcan. Alcancorp
lent the combined net proceeds to Alcan. Alcancorp has the right to redeem the
FRN due 8 December2005 at any time on or after 8 June 2004. The FRN rank
equally with Alcancorp's senior unsecured debt and are guaranteed by Alcan.

---





|2.2.4 | Alcan to Review Pechiney Businesses and
    Projects
|----- | ----------------------------------------------------

On 19 January 2004, Alcan announced that, pursuant to its
on-going review of Pechiney assets, an impairment charge of €45million
will be recorded for the costs incurred for the Coega smelter project in South
Africa up to 30 September2003. Project costs incurred subsequent to
September 30th will be charged to income. This impairment will not affect
Alcan's reported earnings and it will be recorded as a charge in Pechiney's 2003
statutory financial statements.

Alcan will continue to review Pechiney's current
investments and business plans on the basis of assumptions currently used by
Alcan. No decision has been made on any of Pechiney's current investments. The
Company will announce in due course any decision taken in relation to this
review.



---



|C.    | ALCAN BUSINESS
    GROUPS                                                                                                                                                                                                                           
|----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                     
|1.    | Bauxite and
      Alumina                                                                                                                                                                                                                           
|      |                                                                                                                                                                                                                                                     
|1.1   | Products / Business
      Units                                                                                                                                                                                                                     
|      |                                                                                                                                                                                                                                                     
|1.1.1 | Bauxite: Aluminum
      is one of the most abundant metals in the earth's crust but is never found
      in its pure form. Bauxite is the basic aluminum-bearing ore. The bauxite
      mines send their output to supply the alumina plants.       
|      |                                                                                                                                                                                                                                                     
|1.1.2 | Smelter-Grade
      Alumina: Alumina (aluminum oxide) is produced from bauxite by a
      chemical process. Depending upon quality, between four and five tonnes of
      bauxite are required to produce approximately two tonnes of
      alumina.
|      |                                                                                                                                                                                                                                                     
|1.1.3 | Specialty Alumina:
      Alcan specialty aluminas include alumina based products for a wide array
      of applications including solid surfacing, refractories, ceramics,
      catalysts, absorbants, and water treatment.                        
|      |                                                                                                                                                                                                                                                     
|1.2   | Sales
      and Operating Revenues                                                                                                                                                                                                                  

In 2003, the Bauxite and Alumina Business Group had
intersegment sales and operating revenues of $873 million and third-party sales
and third-party revenues of $536 million, the latter making up 4% of Alcan's 2003 sales and revenues.
Average realized prices for alumina



Alcan used 10.4 million tonnes of bauxite and produced 4.1
million tonnes of smelter-grade alumina, of which some 3.2



|1.3   | Production /
      Facilities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|1.3.1 | Canada: Alcan owns
      the Vaudreuil alumina facility at Jonquière, Quebec. Bauxite for this
      operation is obtained from Brazil, Guinea, Ghana and Australia (see
      below). Alumina and specialty alumina produced at Vaudreuil supply, in
      part, the smelters in Quebec and are also sold in specialty alumina
      markets in the U.S. and Canada. Alcan also owns the Brockville specialty
      alumina plant in Ontario.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|1.3.2 | Australia: Alcan
      has a 100% interest in the Gove bauxite mine and refinery plant in
      Australia's Northern Territory. In 2003, the amount of bauxite mined at
      Gove was 6.1 million tonnes and the refinery produced 2.0million tonnes
      of smelter-grade alumina, which was used at the Kitimat, Iceland, Quebec
      and Sebree smelters as well as sold to third parties. Alcan owns 21.4% of
      Queensland Alumina Ltd., which operates an alumina plant at Gladstone
      (Queensland). Its ownership was increased to 41.4% due to the Pechiney
      Combination (see section 7.1.2 (a) below). Each participant in that plant
      supplies bauxite for toll conversion. All of Alcan's bauxite is purchased
      from Comalco Limited ("Comalco") in Australia under a long-term mining and
      exchange agreement. Alcan's share of production from Gladstone is used to
      supply third parties. Alcan and Comalco have an agreement providing for
      the future development of Alcan's Ely bauxite mine in Cape York,
      Queensland, Australia, with Comalco's adjacent
  operations.

---







|1.3.3 | Brazil:Alcan
      purchased approximately 2.6million tonnes of bauxite in 2003 from a
      12.5% owned company, Mineração Rio do Norte S.A. ("MRN"). MRN's Trombetas
      mine in the Amazon region has an operating capacity of about 16.3 million
      tonnes per year. Bauxite purchased from MRN is processed at the Vaudreuil
      plant (see above) and at the Alumar alumina refinery in São Luis, Brazil,
      which has an annual capacity of about 1.3 million tonnes; Alcan owns a 10%
      interest in the Alumar refinery. Alcan also has alumina facilities (and
      related bauxite mining facilities)at Ouro
      Preto, with a capacity of about 145,000 tonnes of alumina per year and
      500,000 tonnes of bauxite per year which supply smelters in
      Brazil.
|----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|1.3.4 | Ghana: Alcan
      purchased about 495,000tonnes of bauxite in 2003 from Ghana
      Bauxite Co. Ltd. in which it holds an interest of 80%. The bauxite
      purchased is used for processing at the Vaudreuil plant (see above) and is
      also sold to third parties.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|1.3.5 | Guinea:Alcan
      purchased about 4 million tonnes of bauxite in 2003 under contracts in
      effect through 2011 from Compagnie des Bauxites de Guinée S.A. ("CBG").
      Alcan has a 33% interest in Halco (Mining) Inc. The interest was increased
      to 43% due to the Pechiney Combination (see section 7.1.2 (a) below).
      Halco holds a 51% interest in CBG, the remaining 49% being held by the
      Republic of Guinea. CBG's mine in the Boké region of Guinea has an
      operating capacity of about 12.7 million tonnes per year. Bauxite
      purchased from CBG is processed at the Vaudreuil plant (see above) and is
      also sold to third parties.                                                                                                              
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|1.3.6 | India: Alcan holds a
      45% interest in the proposed Utkal bauxite and alumina project in Orissa,
      India. The planned project would include a one-million tonne integrated
      alumina plant and bauxite mine, with potential to further expand
      production capacity.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

---







With respect to smelter-grade alumina and specialty alumina,
Alcan operates the following production facilities:





|Alumina
      capacities --
      As at 31
      December 2003 |                           |                                          
|-------------------------------------------------------------- | ------------------------- | -----------------------------------------
|                                                               |                           |                                          
|Locations†                                                     |                           | % of
      ownership
      by
      Alcan
|                                                               |                           |                                          
|Smelter -- grade alumina                                       |                           |                                          
|                                                               |                           |                                          
|Australia................................................      | QAL                       | 21.4                                     
|                                                               | (Queensland)              |                                          
|                                                               |                           |                                          
|                                                               | Gove                      | 100                                      
|                                                               | (Northern Territory)      |                                          
|                                                               |                           |                                          
|Brazil.....................................................    | Ouro Preto                | 100                                      
|                                                               | (Saramenha, Minas Gerais) |                                          
|                                                               |                           |                                          
|                                                               | Alumar                    | 10                                       
|                                                               | (São Luís)                |                                          
|                                                               |                           |                                          
|Canada..................................................       | Vaudreuil                 | 100                                      
|                                                               | (Jonquière, Quebec)       |                                          
|                                                               |                           |                                          
|Total smelter-grade alumina                                    |                           | 4,190                                    
|                                                               |                           |                                          
|Specialty aluminas                                             |                           |                                          
|                                                               |                           |                                          
|Brazil.....................................................    | Ouro Preto                | 100                                      
|                                                               | (Saramenha, Minas Gerais) |                                          
|                                                               |                           |                                          
|Canada..................................................       | Vaudreuil                 | 100                                      
|                                                               | (Jonquière, Quebec)       |                                          
|                                                               |                           |                                          
|                                                               | Brockville                | 100                                      
|                                                               | (Brockville, Ontario)     |                                          
|                                                               |                           |                                          
|Total specialty aluminas                                       |                           | 170                                      
|                                                               |                           |                                          
|Total                                                          |                           |                                          

†Includes Joint
Ventures, proportionately consolidated.

*This represents
Alcan's share of total plant capacity.

**Actual production in
a given year may differ from capacity depending on how much of the capacity of a
specific plant is allocated to smelter grade alumina versus specialty
aluminas.

---

|1.4   | Source
    Materials                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|1.4.1 | Bauxite: Alcan
      obtains its bauxite from mining Subsidiaries, Joint Ventures, consortium
      companies and third-party suppliers. In 2003, the Company consumed
      10.4million tonnes of bauxite. Based on bauxite deposits in numerous
      locations around the world, Alcan has more than sufficient bauxite
      reserves to meet its needs and does not believe that availability of
      bauxite will constrain its operations in the foreseeable
  future.



|Bauxite
      Interests --As at 31
      December 2003      |                                       |                                          
|----------------------------------------------------------- | ------------------------------------- | -----------------------------------------
|Locations                                                   |                                       | % of
      Ownership
      by
      Alcan
|                                                            |                                       |                                          
|Australia.................................................  | Gove                                  | 100                                      
|                                                            | Ely                                   | 100                                      
|                                                            |                                       |                                          
|Brazil..................................................... | Mineração Rio do Norte S.A.           | 12.5                                     
|                                                            | Ouro Preto                            | 100                                      
|                                                            |                                       |                                          
|Ghana....................................................   | Ghana Bauxite Co. Ltd.                | 80                                       
|                                                            |                                       |                                          
|Guinea...................................................   | Compagnie des Bauxites de Guinée S.A. | 16.8                                     
|                                                            |                                       |                                          
|India...................................................... | Utkal                                 | 45                                       
|Total                                                       |                                       |                                          





*Bauxite
extraction not yet in operation.

**This represents
Alcan's share of total plant capacity.





|1.4.2 | Chemicals and Other
      Materials:Certain chemicals and other materials required for the production
      of alumina, such as caustic soda, fuel oil, natural gas, lime and
      flocculents are purchased from third
  parties.
|----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|2.  | Primary
    Metal              
|--- | -------------------------------
|    |                                
|2.1 | Products / Business
      Units

The Primary Metal Business Group
represents all Alcan primary aluminum facilities, power generation installations
and trading operations worldwide.



|2.1.1 | Power Operations:The smelting of one tonne of aluminum requires between 13.5 and 18.5
      megawatthours of electric energy to separate the aluminum from the oxygen
      in alumina. Alcan produces low-cost electricity at its own hydroelectric
      generating plants in Canada, Brazil and the U.K.                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|2.1.2 | Smelter Operations:
      Primary aluminum is produced through the electrolytic reduction of
      alumina. Approximately two tonnes of alumina yield one tonne of metal.
      Alcan operates and has interests in 16smelters in sevencountries.
      Products include sheet ingot, extrusion billet, rod, foundry ingot and
      remelt ingot for conversion into fabricated products for end-use markets
      in consumer goods, transportation, construction and other industrial
      applications.                                                                                                                                                                                                                                                                      
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|2.1.3 | Trading: Alcan Trading AG, a wholly-owned Subsidiary, trades on
      behalf of Alcan's Subsidiaries. It also engages in limited aluminum and
      related trading activities for third parties. In 2003, sales volumes for
      aluminum trading activities for third parties amounted to approximately
      410,000 tonnes. Trading services include several main activities: sales of
      excess raw materials, such as alumina and anodes, purchases of metal and
      other raw materials to cover requirements that exceed internal supplies,
      managing risk exposures through LME transactions and managing the supply
      logistics between smelters and fabricating plants. The Company's third
      party trading function focusses on metal transactions.

---





|2.1.4 | Engineering: Alcan
      Alesa Engineering AG ("Alesa") provides engineering services and
      custom-made engineering solutions on a global basis to  Subsidiaries
      as well as to third parties. Alesa subsidiaries maintain engineering
      offices in Switzerland, Canada and Australia. The main areas of activity
      are:
|----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                          
|-     | Raw Materials Technologies,
      including carbon and reduction technology, alumina refining, anode
      production and smelter technology;                                                                                                                                                                                            
|      |                                                                                                                                                                                                                                                                                                                                          
|-     | Materials Handling Technologies,including shiploaders and unloaders, silo systems, airlifts and air
      gravity conveyors, dense phase conveying systems, flyash handling and
      special applications; and                                                                                                                          
|      |                                                                                                                                                                                                                                                                                                                                          
|-     | Process
      Automation,including electrolytic cell
      control systems and general purpose
automation.                                                                                                                                                                                                                               







The Australian office also provides technical services to the
Gove alumina refinery on an ongoing basis.





|2.2 | Sales and Operating
      Revenues
|--- | ----------------------------------

Smelter Operations: In 2003, the Primary Metal Business
Group recorded intersegment sales and operating revenues of $2.3 billion and
third-party sales and operating revenues of $2.6 billion, the latter making up
19% of Alcan's 2003 sales and operating revenues. In 2003, additional sales
volumes, higher metal realizations and benefits from profit improvement
initiatives were more than offset by the strengthening of local currencies which
negatively impacted costs and balance sheet translation, higher alumina and
fuel-related raw materials costs, as well as higher pension expenses.



The Company is the second largest aluminum producer in the
Western World; 62% of its primary metal is produced using company-owned power,
constituting a major competitive advantage. With its focus on continuous
improvement in technology and cost, Alcan has a favourable low-cost primary
metal position with almost 50% of its capacity in the world's lowest cost tier.



Approximately half of the primary aluminum produced in Alcan's
North and South American smelters is sold at market prices to Alcan's
fabricating facilities, primarily in the form of sheet ingot, rod, molten metal
and remelt ingot. The remainder is sold to third party customers in North and
South America as well as in Asia, in the form of value-added ingot, primarily
extrusion billet, sheet ingot, rod, foundry ingot or remelt ingot. In 2003, the
Primary Metal Business Group sold 1.3 million tonnes of primary aluminum to
third parties.



Although Alcan's fabrication of aluminum products in Europe
exceeds its production of primary aluminum, the duty barrier for aluminum from
outside the European Union, including Canada, and high transportation costs have
made it uneconomical to ship significant tonnages of metal to Europe from North
America. Alcan's European smelter production is mainly consumed by Alcan's
fabricating facilities. Alcan covers the remainder of its metal requirements in
Europe with purchases of aluminum from third parties.



Average ingot product realizations were $1,586 per tonne in
2003 compared to $1,533 per tonne in 2002 and $1,614 per tonne in 2001.

---



|2.3   | Production /
      Facilities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|2.3.1 | Smelter
      Operations:Alcan operates and has interests in 16 primary
      aluminum smelters with a nominal rated annual capacity of 2.4 million
      tonnes. Eight of these smelters, having a total nominal rated capacity of
      1.6 million tonnes, are located in Canada; the other smelters are located
      in Brazil, Iceland, Norway, Switzerland, the U.K. and the U.S. During
      2003, Alcan's smelters produced 2,353,900 tonnes of primary aluminum:
      1,557,400 tonnes in Canada, 192,900tonnes in the U.S., 198,000 tonnes in the
      U.K., 106,400 in Brazil, 175,800 tonnes in Iceland, 79,500 tonnes in
      Norway and 43,900 tonnes in Switzerland.                                                                                                                                                                                                                         
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|      | 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.
      One of these steps was the acquisition in 2002 of 40% of Aluminerie
      Alouette, which operates a modern aluminum smelter in Sept-Iles, Quebec,
      Canada. Following the September 2002 approval for the expansion project of
      the Alouette smelter, construction work continued throughout the year.
      Start-up is expected in early 2005, with full production in the fall of
      2005. The project is currently on budget and ahead of schedule, and the
      total capacity of the smelter is expected to reach 550,000
      tonnes.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|      | On 22 January 2004, the Company
      announced that it will halt production at the 60-year-old Söderberg
      potlines at its Jonquière smelter, see above.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

---







|Smelter
      capacities --
      As at 31
      December 2003 |                             |                                  
|-------------------------------------------------------------- | --------------------------- | ---------------------------------
|Locations                                                      |                             | %
      ofOwnershipby
      Alcan
|                                                               |                             |                                  
|                                                               |                             |                                  
|Canada...............................................          | Alma                        | 100                              
|                                                               | (Quebec)                    |                                  
|                                                               |                             |                                  
|                                                               | Alouette                    | 40                               
|                                                               | (Sept-Iles, Quebec)         |                                  
|                                                               |                             |                                  
|                                                               | Arvida                      | 100                              
|                                                               | (Jonquière, Quebec)         |                                  
|                                                               |                             |                                  
|                                                               | Grande-Baie                 | 100                              
|                                                               | (La Baie, Quebec)           |                                  
|                                                               |                             |                                  
|                                                               | Laterrière                  | 100                              
|                                                               | (Chicoutimi, Quebec)        |                                  
|                                                               |                             |                                  
|                                                               | Shawinigan                  | 100                              
|                                                               | (Quebec)                    |                                  
|                                                               |                             |                                  
|                                                               | Beauharnois                 | 100                              
|                                                               | (Melocheville, Quebec)      |                                  
|                                                               |                             |                                  
|                                                               | Kitimat                     | 100                              
|                                                               | (British Columbia)          |                                  
|                                                               |                             |                                  
|Total in Canada                                                |                             |                                  
|                                                               |                             |                                  
|Brazil..................................................       | Ouro Preto                  | 100                              
|                                                               | (Saramenha, Minas Gerais)   |                                  
|                                                               |                             |                                  
|                                                               | Aratu                       | 100                              
|                                                               | (Bahia)                     |                                  
|                                                               |                             |                                  
|Iceland................................................        | ISAL                        | 100                              
|                                                               | (Reykjavik)                 |                                  
|                                                               |                             |                                  
|Norway................................................         | SOERAL                      | 50                               
|                                                               | (Husnes)                    |                                  
|                                                               |                             |                                  
|Switzerland.........................................           | Steg                        | 100                              
|                                                               | (Valais)                    |                                  
|                                                               |                             |                                  
|United Kingdom..................................               | Lynemouth                   | 100                              
|                                                               | (Northumberland, England)   |                                  
|                                                               |                             |                                  
|                                                               | Lochaber                    | 100                              
|                                                               | (Inverness-shire, Scotland) |                                  
|                                                               |                             |                                  
|United States......................................            | Sebree                      | 100                              
|                                                               | (Kentucky)                  |                                  
|                                                               |                             |                                  
|Total outside Canada                                           |                             |                                  
|                                                               |                             |                                  
|Total                                                          |                             |                                  



*This represents
Alcan's share of total plant capacity.





|2.3.2 | Other Aluminum
      Sources: Other sources of aluminum include the following:
      purchases of primary aluminum under contracts and spot purchases,
      purchases of UBCs and aluminum scrap for recycling and purchases of
      customer scrap returned against ingot or semi-fabricated product sales
      contracts. Alcan purchases in 2003 of aluminum of all types from all
      sources amounted to 1.757million tonnes compared to 1.804 million
      tonnes in 2002 and 1.822 million tonnes in 2001. Such purchases are mainly
      from third party smelters, traders and, in the case of scrap, from customers and dealers.
|----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

Alcan operates extensive recycling operations (see sections
3.4.2 and 4.4.2 below).



|2.4   | Source
    Materials                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|2.4.1 | Electrical Power:
      In Canada, Alcan's plants have an aggregate installed generating capacity
      of 3,583 megawatts, of which about 2,759 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 in perpetuity by Alcan,
      except for those relating to the Peribonka River in Quebec. An annual
      charge 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, with an option to extend the term to 2058. In British
      Columbia, water rentals 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, Alcan pays provincial
      water rentals at rates that are fixed by the British Columbia provincial
      government, similar to those paid by BC Hydro, the provincially-owned
      electric utility.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|      | One third of Alcan's installed
      hydroelectric capacity in Canada was constructed by 1943, another third by
      1956 and the remainder by 1968. All these facilities are regularly
      maintained and are expected to remain fully operational over the
      foreseeable future.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|      | In addition to electricity
      generated at its own plants, as described above, Alcan agreed to purchase,
      under a long-term agreement, between one and three billion kilowatthours
      of electrical energy annually from Hydro-Quebec, the provincially-owned
      electric utility, beginning in 2001. The Aluminerie Alouette, which is 40%
      owned by Alcan, purchases its electricity needs from Hydro-Quebec pursuant
      to two supply contracts. A long-term contract is currently in place for
      the existing smelter, whereas a new contract has been negotiated for the
      Expansion Project (Phase II), which is currently under
      construction.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|      | Any electricity that 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. The smelters in Brazil partially obtain
      their electricity requirements from owned hydroelectric generating plants
      and purchase the balance. In 2003, Alcan commissioned 17 megawatts of
      additional installed hydroelectric power capacity from new investments in
      Brazil. The smelter in the U.S. purchases electricity under a long-term
      contract through 2011 as well as short-term contracts. The smelter in
      Iceland is supplied with hydroelectric power from Iceland's national power
      company. The Norwegian smelter has a number of contracts for energy
      supply. The smelter in Switzerland is supplied with power under a
      short-term contract.                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

---









|Electrical
      power capacities --
      As at 31
      December 2003 |                           |                                  
|----------------------------------------------------------------------- | ------------------------- | ---------------------------------
|                                                                        |                           | %
      ofOwnershipBy
      Alcan
|                                                                        |                          
|Locations                                                               |                          
|                                                                        |                           |                                  
|Canada..................................................                | Isle Maligne              | 100                              
|                                                                        | (Quebec)                  |                                  
|                                                                        |                           |                                  
|                                                                        | Chute-à-Caron             | 100                              
|                                                                        | (Quebec)                  |                                  
|                                                                        |                           |                                  
|                                                                        | Shipshaw                  | 100                              
|                                                                        | (Quebec)                  |                                  
|                                                                        |                           |                                  
|                                                                        | Chute-du-Diable           | 100                              
|                                                                        | (Quebec)                  |                                  
|                                                                        |                           |                                  
|                                                                        | Chute à la Savane         | 100                              
|                                                                        | (Quebec)                  |                                  
|                                                                        |                           |                                  
|                                                                        | Chute-des-Passes          | 100                              
|                                                                        | (Quebec)                  |                                  
|                                                                        |                           |                                  
|                                                                        | Kemano                    | 100                              
|                                                                        | (British Columbia)        |                                  
|Total in Canada                                                         |                           |                                  
|                                                                        |                           |                                  
|Brazil.....................................................             | Ouro Preto Power Stations | 100                              
|                                                                        |                           |                                  
|England.................................................                | Lynemouth Power Station*  | 100                              
|                                                                        |                           |                                  
|Norway...................................................               | Vigelands                 | 100                              
|                                                                        |                           |                                  
|Scotland................................................                | Highlands Power stations  | 100                              
|                                                                        |                           |                                  
|Total outside Canada                                                    |                           |                                  
|Total                                                                   |                           |                                  



*Coal-fired.





|2.4.2 | Anodes: Anodes are
      used and consumed in the smelting process. Most of Alcan's smelters
      produce their anodes at their own on-site facilities. Anodes are also
      produced in a stand-alone facility in the Netherlands ("Aluchemie"). Alcan
      holds 66% of Aluchemie directly while SOERAL, its 50% joint venture, owns
      a further 13%. The remainder of the shares is held by Hydro Aluminum A.S.
      During 2003, Hydro Aluminum A.S. invested in a new furnace with a capacity
      of 100,000 tonnes. Hydro's ownership will, therefore, increase to 36%;
      while Alcan will hold 53% of Aluchemie directly and SOERAL, its 50% joint
      venture, will own 11% once Aluchemie issues participation rights in 2004 to
      Hydro in exchange of its investment in the new furnace.
|----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|      | Each of the shareholders of
      Aluchemie is entitled to a volume of anodes corresponding to its
      participation at prices determined by formula. Alcan's share of anodes
      produced by Aluchemie is currently used at the ISAL and SOERAL smelters or
      sold to third-party customers.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|      | The main raw materials for anode
      production are calcined petroleum coke and pitch. The production process
      involves the mixing of the raw materials followed by cold shaping of the
      anode and baking of the anode at elevated temperature.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|2.4.3 | Chemicals and Other
      Materials: 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

---



|3.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | Rolled Products
      Americas and Asia                                                                                                                                                                                                                                                                                                                                                                                                              
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|3.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | Products                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|Through an extensive network of rolled products
      facilities in North and South America and Asia, the Rolled Products
      Americas and Asia Business Group manufactures aluminum sheet and light
      gauge products, including can stock, automotive sheet and industrial
      products. In addition, the Business Group manages Alcan's global can sheet
      business.                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|3.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | Sales and Operating
      Revenues                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|In 2003, the Rolled Products Americas and Asia Business
      Group shipped 1.6 million tonnes of rolled products that included 229,000
      tonnes of customer-owned metal. This Business Group's third-party sales
      and operating revenues for 2003 were $3.5 billion, representing 25% of
      Alcan's total sales and operating revenues for the year. Sales increases in 2003 were driven by
      the cost ofhigher-priced metal inputs being passed through to
      customers. In 2003, record shipments in Asia and South America offset a 7%
      decline in North America caused by weakness in some end-use markets and
      lower can sheet volumes. Volumes increased by 18% in Asia and 10% in South
      America.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|Principal markets are beverage can sheet, containers and
      packaging, transportation (including automotive), building products and
      other industrial applications.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|3.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | Production /
      Facilities                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|At
      the end of 2003, Alcan's annual rolled products manufacturing capacity in
      the Americas and Asia was:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|-                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | North America, 1.25 million
      tonnes, divided among the following plants: Saguenay (Quebec), Kingston
      (Ontario), Logan and Berea (Kentucky), Oswego (New York), Terre-Haute
      (Indiana), Fairmont (West Virginia), Louisville (Kentucky), Warren (Ohio)
      and Greensboro (Georgia);                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|-                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | Asia, 460,000 tonnes,
      divided among the Yeongju (Korea), Ulsan (Korea) and Bukit Raja (Malaysia)
      plants; and                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|-                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | South America, 280,000
      tonnes, divided among the Pindamonhangaba (Brazil), and Utinga (Brazil)
      plants.                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|At the partially-owned Logan
      plant, Alcan's capacity varies by production centre. Alcan's ownership of
      the Yeongju and Ulsan plants corresponds to its 68% shareholding in Alcan
      Taihan Aluminum Ltd. (''ATA''). Alcan's ownership of the Bukit Raja plant
      corresponds to its 59% shareholding in Aluminum Company of Malaysia
      Berhad. In 2003, Alcan increased its ownership position in Aluminum
      Company of Malaysia Berhad from 36% to 59%. Shares were acquired from
      Nippon Light Metal in exchange for its shares in Alcan Nikkei Siam Limited
      in Rangsit, Thailand.                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|3.4                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | Source
      Materials                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|3.4.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | Sheet
      and Primary
      Ingot: In 2003, 394,000 tonnes of sheet ingot were purchased from
      the Primary Metal Business Group and 186,000 tonnes were purchased from
      third party suppliers for the Rolled Products Americas and Asia Business
      Group. In addition, 297,000 tonnes of primary ingot were purchased from the
      Primary Metal Business Group and 293,000 tonnes were purchased from third
      party suppliers.

---







|3.4.2 | Recycling: As a matter of
      course, Alcan operates facilities in many plants to recycle post consumer
      aluminum as well as scrap aluminum generated during the manufacturing
      process at customers' and Alcan's manufacturing facilities. Recycled metal
      is primarily utilized by Alcan's own rolling facilities to produce can
      sheet.                                                                                                                                                                                                                            
|----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|      | Alcan has a dedicated UBC
      recycling plant, which has an ultimate capacity of 80,000 tonnes per year,
      at Pindamonhangaba, Brazil. In Korea, a recycling operation was started
      during March 2002 with an annual capacity of 22,000 tonnes. In addition,
      Alcan operates three specialized recycling plants in the U.S. for the
      recycling of UBCs and process scrap returned from customers. In the case
      of UBCs, Alcan has a well-established North American recycling network. In
      2003, Alcan's U.S. plants processed more than 23 billion
    UBCs.







|Recycling
      plant capacities --
      As at 31
      December 2003 |                                           |                                                        
|---------------------------------------------------------------------- | ----------------------------------------- | -------------------------------------------------------
|Locations                                                              | % of
      Ownership
      by
      Alcan | Annual
      Capacity
      (thousands of
      tonnes)
|                                                                       |                                           |                                                        
|Sheet ingot from UBCs and customer process
      scrap                 |                                           |                                                        
|                                                                       |                                           |                                                        
|Brazil......................................................           | Pinda                                     | 100                                                    
|                                                                       | (Pindamonhangaba, Sao Paulo)              |                                                        
|                                                                       |                                           |                                                        
|Korea.....................................................             | ATA                                       | 68                                                     
|                                                                       | (Ulsan)                                   |                                                        
|                                                                       |                                           |                                                        
|United States..........................................                | Berea                                     | 100                                                    
|                                                                       | (Kentucky)                                |                                                        
|                                                                       |                                           |                                                        
|                                                                       | Greensboro                                | 100                                                    
|                                                                       | (Georgia)                                 |                                                        
|                                                                       |                                           |                                                        
|                                                                       | Oswego                                    | 100                                                    
|                                                                       | (New York)                                |                                                        
|                                                                       |                                           |                                                        
|Total                                                                  |                                           |                                                        



* This represents
Alcan's share of total plant capacity.





|4.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | Rolled Products
      Europe      
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                   
|4.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | Products                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                   
|The Rolled Products Europe
      Business Group supplies markets with a variety of aluminum rolled products
      including bare and coated sheet, coil, plate and shate, which are used by
      customers for applications such as building, transport, cans and closures,
      lithographic, foils, automotive and industrial
  applications.                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                   
|4.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | Sales and Operating
      Revenues
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                   
|In 2003, Rolled Products Europe
      Business Group shipped 813,000 tonnes of rolled products to third parties,
      that included 173,000 tonnes of customer-owned metal. This Business
      Group's sales and operating revenues for 2003 were $2 billion,
      representing 15% of total Alcan sales and operating revenues for the
      year.                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                   
|Most end-user markets remained
      weak all year, although higher realized prices have resulted in increased
      sales revenues in 2003. Rolled Products Europe's realized prices improved
      as a result of the stronger Euro and portfolio changes towards higher
      value-added products in more economically attractive markets. The improved
      higher-value mix, as well as benefits from restructuring programs resulted
      in higher earnings. In addition, the strengthening of the Euro and Swiss
      franc against the U.S. dollar also contributed to earnings in
      2003.



---



|Principal markets are beverage
      can sheet, packaging, automotive and transportation, building products,
      lithographic sheet, electrical and other industrial
      applications.                                                                                                                                                            
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                      
|Alcan continues to work with DaimlerChrysler, Ford
      (including Jaguar), General Motors, Audi, BMW and other automakers in
      Europe to produce lighter, more efficient vehicles.                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                      
|4.3                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                      
|At the end of 2003, Alcan's
      annual rolled products manufacturing capacity in Europe was 1.7 million
      tonnes of finished goods, divided among the following rolling plants:
      Rogerstone and Falkirk (U.K.), AluNorf, Nachterstedt, Göttingen and Singen
      (Germany), Sierre (Switzerland), Bresso and Pieve Emanuele
      (Italy).
|                                                                                                                                                                                                                                                                                                                                                      
|AluNorf, in Neuss, Germany is the
      world's largest rolling plant and is operated as a 50% joint venture with
      Hydro Aluminum A.S. The other plants are wholly-owned by
    Alcan.                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                      
|4.4                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                      
|4.4.1                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                      
|4.4.2                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                      









|Recycling
      plant capacities --
      As at 31
      December 2003                                          |                      |                                  
|--------------------------------------------------------------------------------------------------------------- | -------------------- | ---------------------------------
|Locations                                                                                                       |                      | %
      ofOwnershipby
      Alcan
|                                                                                                                |                      |                                  
|Foundry
      alloys and remelt scrap ingot
      Italy........................................................ | Borgofranco di Ivrea | 100                              
|                                                                                                                | (Piemonte region)    |                                  
|                                                                                                                |                      |                                  
|Sheet ingot from UBC & can scrap United
      Kingdom.....................................                      | Warrington           | 100                              
|                                                                                                                | (England)            |                                  
|                                                                                                                |                      |                                  
|Sheet ingot
      from miscellaneous scrap
      United
      Kingdom.....................................      | Warrington           | 100                              
|                                                                                                                | (England)            |                                  
|                                                                                                                |                      |                                  
|                                                                                                                |                      |                                  
|Total                                                                                                           |                      |                                  

---

|5.                                                                                                                                                                                                                                                                                                                                                                                    | Engineered
      Products                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|5.1                                                                                                                                                                                                                                                                                                                                                                                   | Products / Business Units                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|Alcan's Engineered Products
      Business Group produces engineered or fabricated aluminum products. These
      include cable and wire as well as fabricated and cast products for the
      automotive, mass transportation, electromechanical and industrial markets.
      In addition, the group manufactures composites for facade, display and
      transportation end uses.
|                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|The Business
      Group's product range is divided into the following business
    units:                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|5.1.1                                                                                                                                                                                                                                                                                                                                                                                 | Composites: Products
      include: multi-material composites, for example, comprising an outer and
      inner skin of aluminum sheet surrounding a plastic core; foam plastic
      materials, covered, if required by specific market requirements, with
      paper or plastic layers; fibre-reinforced plastic components, mainly for
      transportation applications and balsa core materials. The main
      applications include building facades, display and transportation markets,
      for which composites have a number of advantages over more traditional
      materials because of their low weight-to-stiffness ratio, ease of
      application and design variety; balsa core materials, a new product
      introduced in 2003, which serve as a complementary product to existing
      structural foam products, mainly used in composite sandwich construction;
      and foam board material, also a new product, which is processed by
      treating and laminating paper to a polystyrene foam core and supplements
      the existing composites products for use in foam-based display boards,
      signage, furniture backing and construction
    applications.
|                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|5.1.2                                                                                                                                                                                                                                                                                                                                                                                 | Cable:Aluminum is 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|5.1.3                                                                                                                                                                                                                                                                                                                                                                                 | Extruded Products:The extrusion process involves forcing
      hot metal through a die to create profiled shapes for the transportation,
      machine and building industries. Examples of end-products using extrusions
      include rail cars, buses and automotive
  components.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|5.1.4                                                                                                                                                                                                                                                                                                                                                                                 | Automotive and Transportation: This group produces structures and engineered shaped
      products including
      crash systems and high-quality castings supplied to automotive customers, as well
      as the Mass Transportation unit, which supplies product and design
      services to rail and bus manufacturers.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|5.1.5                                                                                                                                                                                                                                                                                                                                                                                 | Service Centres:Service Centresare located in many European countries. They
      typically offer various forms of fabricated aluminum including plates,
      extrusions and composite panels and perform value-added services for local
      customers such as cutting, shaping, machining and
      assembling.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|5.2                                                                                                                                                                                                                                                                                                                                                                                   | Sales and Operating
      Revenues                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|In 2003, the Engineered Products
      Business Group had third-party sales and operating revenues of $1.8
      billion, representing 13% of total Alcan sales and operating revenues for
      the year. Revenues were higher than in 2002, despite difficult market
      conditions, helped by the strength of the Euro and by the acquisitions of
      composite businesses.   
|                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|5.2.1                                                                                                                                                                                                                                                                                                                                                                                 | Composites: Composites
      activities had third-party sales and operating revenues of $380 million in 2003. The
      market segments for the composite products are display, architecture,
      transportation and industry. The segment recently expanded to include
      marine, mass transportation, wind-power generation and aerospace markets
      for the balsa core materials and the display, graphic arts, decorative
      composites and construction markets for the foamboard materials, used in
      brands such as Sintra/Forex, Dibond, Kapa, Foam-X, Gator-Foam and
      Fome-Cor.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

---





|5.2.2                                                                                                         | Cable: Cable activities had third-party
      sales and operating revenues of $442 million in 2003. Alcan cable is one of the
      largest aluminum cable manufacturers in North America. Alcan Cable
      supplies many sectors of the electrical industry and utilities, electrical distributors and original equipment
      manufacturers.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|5.2.3                                                                                                         | Extruded Products:
      Extrusion activities had third-party sales and
      operating revenues of $380 million in 2003.
      The Extruded Products business unit is a leading supplier of large and
      hard alloy extrusions with customers in rail, bus, marine, automotive and
      engineering applications.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|5.2.4                                                                                                         | Automotive and Transportation:This business unit achieved
      record sales in 2003. Automotive and transportation activities had
      third-party sales and operating revenues of $316 million in 2003. This trend reflects the
      continuing growth of aluminum's lightweight solutions in the
      transportation sector. Alcan's portfolio of aluminum alloys, design
      innovation and processing capabilities has made it a long-standing
      supplier with major automobile manufacturers world-wide including: Audi,
      BMW, DaimlerChrysler, Ford (including Jaguar), General Motors, Peugeot,
      Porsche, Renault, and Volkswagen as well as with bus and rail producers.
      The automotive products from this unit as well as from Rolled Products
      Europe, Rolled Products Americas and Asia and Primary Metal Business
      Groups are marketed to the global automotive industry using the Alcan
      Automotive brand.
|                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|5.2.5                                                                                                         | Service Centres: Alcan Service Centres supply mainly
      small and mid-sized industrial companies with specialist services largely
      utilising Alcan's specialist fabricated products including plate,
      composite and extrusions. The extensive Service Centre network offers a
      customised processing service depending on clients' needs. This business
      unit had third-party sales and operating revenues of $260 million in
  2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|5.3                                                                                                           | Production /
      Facilities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|Alcan's
      Engineered Products Business Group consists of 66 production facilities
      around the world.
|                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|5.3.1                                                                                                         | Composites:Composites has the following 17 main plants: Shanghai (China);
      Camacari (Brazil); Guayaquil, Quevedo; Santo Domingos and Manta
      (Equador); Osnabrueck and Singen (Germany); Sins, Gunzgen and Altenrhein
      (Switzerland); Chelmsford (U.K.) and Benton, Glasgow, Northvale, Richmond
      and Statesville (U.S.). This includes the acquisitions of Baltek and
      Fome-Cor completed in 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|5.3.2                                                                                                         | Cable: Alcan's main
      wire, rod and cable businesses are located in Canada and the U.S.:
      Lapointe and St. Maurice (Quebec), Roseburg (Oregon), Sedalia (Missouri),
      and Williamsport (Pennsylvania).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|5.3.3                                                                                                         | Extruded Products:
      Alcan produces extruded products at the following plants: Decin (Czech
      Republic), St. Florentin (France), Singen (Germany), Sierre (Switzerland)
      and Shenzen (China).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|5.3.4                                                                                                         | Automotive and Other
      Transportation: Among the product lines included in this business
      unit are:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|-                                                                                                             | Extrusion-based safety systems
      and other structural automotive components and airfreight containers,
      which are produced in Dahenfeld, Gottmadingen, Rastatt, Markt Schwaben and
      Singen (Germany);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             



---







|-                                                                                                                                                                                                                                                       | Diecastings, which are produced in Markt Schwaben (Germany) and in
      Alcan-Tomos d.o.o. (Slovenia) and suspension parts and forgings, which are
      produced in the Strojmetal joint venture (Czech Republic);
      and                                                                                                                                                                                                                                                                                                                                                                                                     
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|-                                                                                                                                                                                                                                                       | Mass
      Transportation is located in Zurich (Switzerland).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|5.3.5                                                                                                                                                                                                                                                   | Service Centres:
      The Service Centre network operates across most of Europe. Alcan Service
      Centres are established in: Schwarzach and Vienna (Austria); Brussels
      (Belgium); Lyon, Nantes and Ozoir-la-Ferrière (France); Budapest
      (Hungary); Bologna, Florence, Padua and Treviglio (Italy); Breda
      (Netherlands); Lisbon (Portugal); Ljubljana (Slovenia); Molins de Rey
      (Spain); Niederglatt (Switzerland); and Walsall (U.K.). In 2003, a new
      location was established in Romania to serve the growing
    market.                                                                      
|                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|5.4                                                                                                                                                                                                                                                     | Source
  Materials                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Aluminum used to produce
      engineered products is purchased from other Business Groups and from third
      party suppliers, which include producers and traders. Recycled metal is
      also purchased from customers and traders.               
|                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|6.                                                                                                                                                                                                                                                      | Packaging                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|6.1                                                                                                                                                                                                                                                     | Products / Business
      Sectors                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Packaging is used to protect and
      present consumer goods in individual formats. Alcan offers packaging made
      out of aluminum, plastics, paper, cartonboard, glass and steel. These
      products are mainly used for consumer branded goods.
|                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|In 2003, the
      Packaging Business Group was divided into the following four
      sectors:                                                                                                                                                         
|                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|6.1.1                                                                                                                                                                                                                                                   | Food Packaging and Food
      Services: Alcan packaging manufactures a wide range of packaging
      products for the food, dairy and beverage industries and is a leading
      producer of flexible packaging in Europe, North America, South America and
      Asia, converting film, foil and paper materials into value-added
      packaging. Alcan packaging provides packaging solution expertise in
      wide-ranging markets around the world, including beverages,
      biscuits/cookies/cereals, confectionery, dairy products, fresh and frozen
      food, instant products, pet food, retorted foods and
  snacks.
|                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                        | The principal activities of this
      sector are printing, coating and lamination of plastic film, aluminum foil
      and paper into primary packaging materials for food manufacturers. The
      main processes used are rotogravure and flexographic printing, lamination
      using adhesive, wax or plastic extrusion and various coating processes to
      add barrier properties, sealability or gloss.                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|6.1.2                                                                                                                                                                                                                                                   | Pharmaceutical and Personal
      Care: Alcan is one of the world's leading suppliers of packaging
      to the pharmaceutical industry, with production sites and R&D
      expertise in Europe, Asia and the Americas. Products and services include
      blister packages, pouches, vials, plastic bottles and closures, folding
      cartons and pump dispenser containers, contract packaging products and
      services, scientific glassware and laboratory equipment.                                                                                                                                                   
|                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|6.1.3                                                                                                                                                                                                                                                   | Tobacco Packaging:
      Alcan Packaging is a leading supplier to the global tobacco industry with
      manufacturing operations around the world. Tobacco packaging products
      include folding cartons, flexible packaging, inner bundling and decorated
      tinplate containers.                                                                                                                                                                                                                                                                                                                                          

---





|                                                                                                                                                                                                                                                                                                                                                                                                                        | Alcan specializes in the production of high quality
      in-line rotogravure printed tobacco cartons. Nine manufacturing facilities
      are solely dedicated to the production of tobacco packaging, while Alcan
      is also the largest global producer of cigarette inner-bundling materials
      with five further locations.                                                                                                                                                                                                                                                                                                                                                                                                                                            
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|6.1.4                                                                                                                                                                                                                                                                                                                                                                                                                   | Foil Rolling and Technical
      Products: The foil rolling and technical products sector of Alcan
      Packaging is one of Europe's leading integrated producers of plain foil
      and converted products, supplying the global packaging and technical
      products industries from its manufacturing plants in the U.K., Germany and
      Switzerland.                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                        | The foil products unit uses cold
      rolling mills to roll the foil to its required thickness, while retaining
      shape and surface quality across the whole width of the foil. Other
      applications involve laminating, coating and printing to convert the foil
      into products such as sweet wrappers with the design printed onto the
      plain foil. Foil is used for household and commercial packaging
      applications and for industrial products. One of the largest applications
      for plain foil is the liquid beverage carton industry; beverage carton
      materials for certain products, such as long-life milk and fruit juices,
      include a layer of aluminum foil to provide the protection necessary to
      preserve the product.
|                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|6.2                                                                                                                                                                                                                                                                                                                                                                                                                     | Sales and Operating
      Revenues                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Alcan is a global leader in the
      manufacture and sale of individual packages to the producers of consumer
      goods supplying the food, pharmaceutical, personal care, and tobacco
      markets. Packaging sales to third parties were $3.2billion in 2003.
      The Packaging Business Group's sales and operating revenues represented
      24% of Alcan's total sales and operating revenues for the year.
|                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|In 2003, pricing pressures
      associated with customer consolidation and over-capacity in a weakened
      economic environment characterized the packaging markets. However,
      benefits from cost initiatives, largely related to synergy and
      restructuring programs, compensated for the weak economic environment
      resulting in comparable earnings performance relative to 2002.                 
|                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|6.2.1                                                                                                                                                                                                                                                                                                                                                                                                                   | Food Packaging and Food
      Services: The food business unit is the largest in the packaging
      sector, and generated sales and operating revenues of $1.3
      billion.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|6.2.2                                                                                                                                                                                                                                                                                                                                                                                                                   | Pharmaceutical and Personal
      Care: The pharmaceutical and cosmetics packaging sector accounted
      for third-party sales and operating revenues of $584 million in 2003, of
      which pharmaceuticals accounted for the major portion. Alcan is a leading
      supplier of pharmaceutical packaging in both Europe and North America.                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|6.2.3                                                                                                                                                                                                                                                                                                                                                                                                                   | Tobacco Packaging:
      Sales and operating revenues from third parties were $451 million in 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|6.2.4                                                                                                                                                                                                                                                                                                                                                                                                                   | Foil Rolling and Technical
      Products Europe:Alcan sells plain and converted foil for consumer
      and industrial applications. 2003 third-party sales and operating revenues
      were $402 million.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|6.2.5                                                                                                                                                                                                                                                                                                                                                                                                                   | VAW Flexible Packaging
      Group: FlexPac, which was considered a separate business sector
      for financial purposes in 2003, attained sales and operating revenues of
      $464 million.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|6.3                                                                                                                                                                                                                                                                                                                                                                                                                     | Production / Facilities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Alcan has
      84main packaging plants in 18countries.                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|6.3.1                                                                                                                                                                                                                                                                                                                                                                                                                   | Food Packaging and Food
      Services: Alcan produces an extensive range of products at its
      manufacturing facilities in Brazil, Canada, France, Germany, Ireland,
      Italy, the Netherlands, Spain, Switzerland, the U.K. and the U.S. Since
      the acquisition of FlexPac, Alcan also has a strong presence in Asia,
      namely in Thailand, Indonesia, Philippines, China and
  Turkey.                                                                                                                                                                                                                                                                                                                                                                          

---







|6.3.2                                                                                                                                                                                                                                                                                         | Pharmaceutical and Personal
      Care: Manufacturing facilities are located in Brazil, Canada,
      France, Germany, Puerto Rico, the Netherlands, Switzerland, the U.K. and
      the U.S. Similarly to the Food Unit, the acquisition of FlexPac enhanced
      Alcan's presence in Asia with plants in Thailand, Indonesia, Philippines
      and China.                                                                                                                                                      
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|6.3.3                                                                                                                                                                                                                                                                                         | Tobacco Packaging:
      The tobacco and specialty markets are served by 11 main plants in
      sevencountries. The markets in which tobacco is represented are Germany,
      the Netherlands, Turkey, the U.K., Kazakhstan, Canada and the U.S. Apart
      from its tobacco packaging operations, the sector also has facilities in
      the U.K. focused on providing print finishing services, manufacturing
      steel cans mostly for the food industry and also for decorated tinplate
      containers.
|                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|6.3.4                                                                                                                                                                                                                                                                                         | Foil Rolling and Technical
      Products: Alcan's European foil rolling mills and other
      manufacturing facilities are located in Germany, Switzerland and the
      U.K.                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|6.4                                                                                                                                                                                                                                                                                           | Source
  Materials                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Packaging is made from a variety
      of materials including aluminum, plastics, paper board, glass and steel.
      Aluminum foil stock used in packaging is mainly purchased from other
      Business Groups. Other source materials are purchased from many third
      party suppliers.
|                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|7.                                                                                                                                                                                                                                                                                            | Pechiney Business Sectors                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|7.1                                                                                                                                                                                                                                                                                           | Primary
  Aluminum                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|7.1.1                                                                                                                                                                                                                                                                                         | Products / Business
      Divisions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|a)                                                                                                                                                                                                                                                                                            | Bauxite and Alumina:Pechiney mines bauxite, providing the base for a part of its
      alumina production.Pechiney produces two kinds of alumina:
      metallurgical alumina for the production of aluminum and technical alumina
      used in different industrial sectors, in particular in the production of
      refractory materials, ceramics and chemical products.                                                                                                                                      
|                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|b)                                                                                                                                                                                                                                                                                            | Fluorspar:Pechiney
      mines fluorspar concentrates, the largest part of which is used in the
      fluorochemicals industry as source of fluorine. The main chemicals are
      hydrofluoric acid and aluminum fluorides for aluminum production and above
      all specialities for refrigeration industries such as fluids and
      insulation materials. Fluorspar is also used as a fluxing agent in welding
      consumables, in special steel manufacturing and the glass
      industry.              
|                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|c)                                                                                                                                                                                                                                                                                            | Corundum:Pechiney
      produces electrofused alumina products used in abrasives and
      refractories.                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|d)                                                                                                                                                                                                                                                                                            | Aluminum Metal (Smelting):Through the electrolysis of alumina, Pechiney produces primary
      aluminum. Different aluminum alloys are prepared in foundry operations
      from liquid aluminum produced by electrolysis. There are four main
      products: slabs, ingots, billets and wire rod for electrical and
      mechanical uses. These products are mainly used in the aluminum conversion
      industry.                                                                                             
|                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|e)                                                                                                                                                                                                                                                                                            | Remelting Operations:Pechiney produces wire rod from remelted ingot and
  scrap.                                                                                                                                                                                                                                                                                                                                                                                                                                   

---





|f)    | Electrometallurgy:Specialized in carbo-electric reduction, the Electrometalllurgy
      division produces silicon-based alloys and silicon, especially designed to
      upgrade the performance of steel, cast iron and light alloys and to be
      used in the production of silicon. The main markets for such products are
      steel (automotive, aerospace, electric, packaging and construction),
      foundry (automotive, water conveyance), chemicals (silicon), light alloys
      (automotive, aerospace, packaging) and construction and public works
      markets. In 2003, the division continued to benefit from significant gains
      in consumption of raw materials and product
  quality.
|----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|g)    | Technology, Equipment and
      Services: As a result of the Pechiney Combination, Alcan has
      become one of the world leaders in the sale of alumina technology and in
      technical assistance for alumina production facilities. Activities also
      include the sale and licensing of primary aluminum smelting technology and
      know-how to third parties, such as AP30 technology. In addition, Pechiney
      is developing new smelter technology. There are three branches:
      bauxite-alumina technology and expertise, smelting operations and
      expertise and Electricité Charpente Levage ("ECL"), a manufacturer
      of equipment for aluminum smelters.                        
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|7.1.2 | Production / Facilities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|a)    | Bauxite and Alumina:As a result of the Pechiney Combination, Alcan increased its
      ownership from 21.4% to 41.4% in Queensland Alumina Ltd. (Australia) and
      from 33% to 43% in Halco (Mining) Inc.; Halco holds a 51% interest in
      Compagnie des Bauxites de Guinée ("CBG"), the remaining 49% being held by
      the Republic of Guinea. Thus, Alcan has gone from an effective 17% equity
      interest in CBG to a 22% interest. Pechiney owns and operates mines and
      plants in France, Germany and Greece.                                                                                                                                                                              
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|b)    | Fluorspar:Pechiney
      operates three mines and a flotation plant in France.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|c)    | Corundum:Pechiney
      has two plants for production of corundum in France.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|d)    | Aluminum Metal
      (Smelting): Pechiney has facilities in Australia, Cameroon,
      Canada, France, Greece and the Netherlands.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|e)    | Remelting Operations:Pechiney has a plant in Castelsarrasin, France.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|f)    | Electrometallurgy:Pechiney has eight plants for the production of ferroalloys,
      silicon, specialty silicon alloys and recycled magnesium; seven are
      located in France and another one in South Africa. In 2003, the South
      African facility completed a major program designed to increase capacity
      and modernize operations. The Electrometallurgy division completed its
      withdrawal from calcium and calcium carbide production by disposing its
      25% share in SKW Stahl Holding at the end of
2003.                                                                                                                                                                            

---





|Primary
      Aluminum capacities --
      As at 31
      December 2003 |                                      |                                             
|----------------------------------------------------------------------- | ------------------------------------ | --------------------------------------------
|Locations                                                               |                                      | % of
      ownership
      by
      Pechiney
|                                                                        |                                      |                                             
|Bauxite                                                                 |                                      |                                             
|                                                                        |                                      |                                             
|Greece...................................................               | Delphi-Distomon**                    | 60.2                                        
|                                                                        | (Distomon)                           |                                             
|                                                                        |                                      |                                             
|Guinea...................................................               | Compagnie des Bauxites de Guinée     | 5.1                                         
|                                                                        | (Conakry)                            |                                             
|                                                                        |                                      |                                             
|Total Bauxite                                                           |                                      |                                             
|                                                                        |                                      |                                             
|Alumina (smelter grade and specialty)                                   |                                      |                                             
|                                                                        |                                      |                                             
|Australia.................................................              | Queensland Alumina Ltd.              | 20                                          
|                                                                        | (Gladstone)                          |                                             
|                                                                        |                                      |                                             
|France....................................................              | Aluminum Pechiney                    | 100                                         
|                                                                        | (Gardanne)                           |                                             
|                                                                        |                                      |                                             
|Germany................................................                 | Alufin                               | 100                                         
|                                                                        | (Teutschental)                       |                                             
|                                                                        |                                      |                                             
|Greece...................................................               | Aluminum de Grèce**                  | 60.2                                        
|                                                                        | (Saint-Nicolas)                      |                                             
|                                                                        |                                      |                                             
|Total Alumina                                                           |                                      |                                             
|                                                                        |                                      |                                             
|Fluorspar                                                               |                                      |                                             
|                                                                        |                                      |                                             
|France....................................................              | Sogerem                              | 100                                         
|                                                                        | (Albi area)                          |                                             
|                                                                        |                                      |                                             
|Total Fluorspar                                                         |                                      |                                             
|                                                                        |                                      |                                             
|Corundum                                                                |                                      |                                             
|                                                                        |                                      |                                             
|France....................................................              | Pechiney Electrométallurgie (PEM AR) | 100                                         
|                                                                        | (La Bathie)                          |                                             
|                                                                        |                                      |                                             
|                                                                        | PEM AR                               | 100                                         
|                                                                        | (Beyrede)                            |                                             
|                                                                        |                                      |                                             
|Total Corundum                                                          |                                      |                                             
|                                                                        |                                      |                                             
|Smelting Operations                                                     |                                      |                                             
|                                                                        |                                      |                                             
|Australia.................................................              | Tomago Aluminum Pty                  | 51.5                                        
|                                                                        | (Tomago, NSW)                        |                                             
|                                                                        |                                      |                                             
|Cameroon..............................................                  | Alucam****                           | 47                                          
|                                                                        | (Edéa)                               |                                             
|                                                                        |                                      |                                             
|Canada..................................................                | Aluminerie de Bécancour Inc.         | 25                                          
|                                                                        | (Bécancour, Quebec)                  |                                             
|                                                                        |                                      |                                             
|France....................................................              | Aluminum Pechiney***                 | 100                                         
|                                                                        | (Auzat )                             |                                             
|                                                                        |                                      |                                             
|                                                                        | Aluminum Pechiney                    | 100                                         
|                                                                        | (Lannemezan)                         |                                             
|                                                                        |                                      |                                             
|                                                                        | Aluminum Pechiney                    | 100                                         
|                                                                        | (Saint-Jean-de-Maurienne)            |                                             
|                                                                        |                                      |                                             
|                                                                        | Aluminum Dunkerque*****              | 100                                         
|                                                                        | (Dunkerque)                          |                                             
|                                                                        |                                      |                                             

---



|Primary
      Aluminum capacities --
      As at 31
      December 2003 |  |                                             
|----------------------------------------------------------------------- |  | --------------------------------------------
|Locations                                                               |  | % of
      ownership
      by
      Pechiney
|Smelting Operations                                                     |  |                                             



|                                                           |                                        |       |     |  
|---------------------------------------------------------- | -------------------------------------- | ----- | --- | -
|Greece...................................................  | Aluminum de Grèce**                    | 60.2  | 163 |  
|                                                           | (Saint-Nicolas)                        |       |     |  
|                                                           |                                        |       |     |  
|Netherlands............................................    | Pechiney Nederlands (PNL)              | 85    | 170 | *
|                                                           | (Vlissingen)                           |       |     |  
|                                                           |                                        |       |     |  
|Total Smelting Operations                                  |                                        | 1,210 |    
|                                                           |                                        |       |     |  
|Remelting operations                                       |                                        |       |     |  
|                                                           |                                        |       |     |  
|France.................................................... | Aluminum Pechiney                      | 100   | 6   |  
|                                                           | (Castelsarrasin)                       |       |     |  
|                                                           |                                        |       |     |  
|Total Remelting Operations                                 |                                        | 6     |    
|                                                           |                                        |       |     |  
|Electrometallurgy                                          |                                        |       |    
|                                                           |                                        |       |     |  
|France.................................................... | Anglefort (silicon metal)              | 100   | 32  |  
|                                                           | (Alpes)                                |       |     |  
|                                                           |                                        |       |     |  
|                                                           | Montrichet (silicon metal)             | 100   | 24  |  
|                                                           | (Alpes)                                |       |     |  
|                                                           |                                        |       |     |  
|                                                           | Les Clavaux (silicon metal)            | 100   | 32  |  
|                                                           | (Alpes)                                |       |     |  
|                                                           |                                        |       |     |  
|                                                           | Laudun (ferrosilicon)                  | 100   | 43  |  
|                                                           | (Vallée du Rhone)                      |       |     |  
|                                                           |                                        |       |     |  
|                                                           | Château-Feuillet (silicon, CaSi, FeSi) | 100   | 48  |  
|                                                           | (Alpes)                                |       |     |  
|                                                           |                                        |       |     |  
|                                                           | Pierrefitte (ferrosilicon)             | 100   | 16  |  
|                                                           | (Pyrénées)                             |       |     |  
|                                                           |                                        |       |     |  
|                                                           | Marignac (magnesium)                   | 100   | 4   |  
|                                                           | (Pyrénées)                             |       |     |  
|                                                           |                                        |       |     |  
|South Africa...........................................    | Polokwane (silicon)                    | 100   | 50  |  
|                                                           | (Limpopo)                              |       |     |  
|                                                           |                                        |       |     |  
|Total Electrometallurgy                                    |                                        | 249   |    
|                                                           |                                        |       |     |  

*This represents
Pechiney's share of total plant capacity.

**As a majority
shareholder in Aluminum de Grèce, Pechiney obtains all the bauxite production of
Delphi-Disomon's Parnasse mines and all the alumina production at the
Saint-Nicolas refinery. It also effectively controls the marketing and sale of
the aluminum produced at the smelter.

***The Auzat plant interrupted
production in March 2003 and then closed in November 2003. The plant had a
capacity of 500,000 tonnes while in operation.

****Pechiney's
direct ownership in Edéa is 47%; however it obtains 100% of production of the
plant as the major industrial shareholder and manager of Alucam.

*****Pechiney's
ownership in Dunkerque increased from 35% to 100% in December 2003.





|g)    | Technology, Equipment and
      Services:In February 2003the Pechiney activities relating
      to the sale of alumina and aluminum technology were regrouped under common
      management.                                                                                                   
|----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                
|7.1.3 | Source
      Materials                                                                                                                                                                                                                                                                         
|      |                                                                                                                                                                                                                                                                                                
|a)    | Recycling: Apart
      from the Castelsarrasin plant, the Pechiney Primary Aluminum sector does
      not operate stand-alone aluminum recycling plants. Some of its primary
      aluminum smelters recover aluminum from scrap, mostly from internal
      sources, or purchasedremelt ingot.

---



|The Electrometallurgy division
      operates a magnesium recycling plant in Marignac (France), which converts
      class one die cast magnesium scrap into secondary magnesium alloys from
      selected customers throughout
Europe.
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





|Recycling
      plant capacities --
      As at 31
      December 2003 |                                  |                                             
|---------------------------------------------------------------------- | -------------------------------- | --------------------------------------------
|Locations                                                              |                                  | % of
      ownership
      by
      Pechiney
|Aluminum (excluding Electrometallurgy)                                 |                                  |                                             
|                                                                       |                                  |                                             
|Cameroun.........................................                      | Edea                             | 47                                          
|                                                                       |                                  |                                             
|France..............................................                   | Castelsarrasin                   | 100                                         
|                                                                       | (Tarn-et-Garonne)                |                                             
|                                                                       |                                  |                                             
|Netherlands.......................................                     | Vlissingen (for remelt ingot)    | 85                                          
|                                                                       | (Zeeland)                        |                                             
|                                                                       |                                  |                                             
|                                                                       | Vlissingen (for recycling scrap) | 85                                          
|                                                                       | (Zeeland)                        |                                             
|                                                                       |                                  |                                             
|Total Aluminum (excluding Electrometallurgy)                           |                                  | 34 - 40                                     
|                                                                       |                                  |                                             

|Electrometallurgy                                    |                 |     |        
|---------------------------------------------------- | --------------- | --- | -------
|                                                     |                 |     |        
|Magnesium
      recycling plant                      |                 |     |        
|France.............................................. | Marignac        | 100 |        
|                                                     | (Haute-Garonne) |     |        
|                                                     |                 |     |        
|Total Electrometallurgy                              |                 |     |        
|Total                                                |                 |     | 39 - 45

*This represents
Pechiney's share of total plant capacity.

**Both capacities
cannot be added; capacity at the plant can only be used for one or the other at
the same time.

|7.2   | Aluminum
      Conversion                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|7.2.1 | Products / Business
      Divisions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|a)    | Aerospace, Transport,
      Industry: The conversion process involves converting aluminum
      alloys into rolled products, extrusions and cast products. This division
      is managed along the following business lines: (a) technical rolled
      products North America, (b) technical rolled products Europe, (c) hard
      alloy extrusions, and (d) cast parts. The facilities manufacture cast
      plate for the aerospace and industrial markets, aluminum lithium ingots
      and billets for the aerospace industry, and plate, shate, sheet, wide
      coils, bars and wide sections for the aerospace, industrial,
      transportation and mechanical engineering markets in both the U.S. and
      Europe, as well as precision tubes for sports equipment.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|b)    | Cans, Automotive and
      Standard Rolled Products: This division pursues four types of
      activities: (a) can stock for cans, used in the food and beverage
      packaging sectors, (b) automotive parts, (c) heat exchangers for the
      automotive sector and (d) standard rolled products for the construction,
      industry and distribution sectors.                                                                                                                                                                                                                                                                                                                                                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|c)    | Foil and Strip /
      Specialties: This division undertakes the manufacture of foil and
      thin strip, circles, precoated sheets, Rubanox refrigeration panels, heat
      exchangers, andaluminum foil used
      in the food, industrial, pharmaceutical, packaging, construction,
      automotive, electronics and lighting industries. The sale of technology
      relates to continuous casting, processing of liquid metal and technical
      assistance; in 2003, a project was launched to sell in-line degasification
      equipment.                                                                                                                                                                                                                              

---









|d)    | Extrusions, Casting Alloys,
      Automotive: This division is managed along three business
      lines:                                                                                                                                                                                                                                                                                                                                                                   
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|-     | Extrusions: This sub-division is
      involved in the manufacture and sale of soft aluminum alloy extrusions
      (extrusion, coating, anodizing, thermal break and mechanical finishing).
      The soft alloy extrusions are used for construction (doors, windows,
      curtain walling systems and interior building frames), transport
      (industrial vehicles, automotive) and industrial applications(mechanical applications, signalling,
      electricity).
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|-     | Casting: The casting alloy
      sub-division produces and sells primary and secondary aluminum alloys in
      the form of ingots and liquid metal used to manufacture cast products,
      which are mainly used for the automotive industry.                                                                                                                                                                                                                            
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|-     | Automotive: This
      sub-division co-ordinates the development of sheet, profiles and casting
      alloys in partnership with car makers and parts
manufacturers.                                                                                                                                                                                                                                                                                                       
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|7.2.2 | Production / Facilities                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|a)    | Aerospace, Transport,
      Industry: Plants are located at: Issoire, Montreuil-Juigne,
      Carquefou and Ussel (France), Workington (U.K.), and Vernon, Chicago and
      Ravenswood (U.S.).                                                                                                                                                                                                                                                                            
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|b)    | Cans, Automotive, Standard
      Rolled Products: Most of the production of can stock for cans and
      automotive parts as well as much of the production of heat exchangers
      parts and other standard rolled products is done at the Neuf-Brisach
      facility in France.                                                                                                                                                                                        
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|c)    | Foil and Strip
      Specialties: Eight industrial plants are located at: Annecy,
      Chambery, Froges, Goncelin, Mercus and Rugles (France), Flemalle (Belgium)
      and Dudelange (Luxembourg). PAE (Pechiney Aluminum Engineering, sales of
      technology) is located at Voreppe (France).                                                                                                                                                                        
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|d)    | Extrusions, Casting Alloys,
      Automotive:                                                                                                                                                                                                                                                                                                                                                                                                                              
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|-     | Extrusions: Facilities are
      located in Ham and Nuits-Saint-Georges (France), Landau, Crailsheim and
      Burg (Germany).                                                                                                                                                                                                                                                                                                                                             
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|-     | Casting: This business operates
      one facility in Compiègne and one facility in Sabart
      (France).                                                                                                                                                                                                                                                                                                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|-     | Automotive: There is no facility
      dedicated to the Automotive sector. Automotive semi-finished products are
      mainly fabricated in Neuf-Brisach (Flat Rolled Products), Nuits-Saint-Georges and Crailsheim (Extrusions) and Compiègne (Casting
      Alloys).                                                                                                                                                                                                     
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|7.2.3 | Source
      Materials                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|a)    | Recycling: Most
      plants under Pechiney's Aluminum Conversion sector are not dedicated
      recycling plants, except for the Affimet Company plant in France (see
      table below). All casting plants recycle scrap that comes from the
      internal production process as well as external scrap purchased from
      customers.                                                                                                                                

---











|Recycling
      plant capacities -- Aluminum Conversion
      As at 31
      December 2003                                                                                                    |                          |                                             
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------ | --------------------------------------------
|Locations                                                                                                                                                                                     |                          | % of
      ownership
      by
      Pechiney
|                                                                                                                                                                                              |                          |                                             
|Aerospace,Transport,
      Industry                                                                                                                                                           |                          |                                             
|                                                                                                                                                                                              |                          |                                             
|Sheet ingot from
      customer process
      scrap (aircraft),
      miscellaneous
      scrap and
      internal scrap
      France......................................................   | Pechiney Rhenalu         | 100                                         
|                                                                                                                                                                                              | (Issoire)                |                                             
|                                                                                                                                                                                              |                          |                                             
|Sheet ingot from
      customer process
      scrap (building),
      miscellaneous
      scrap and internal
      scrap
      United
      States........................................... | Pechiney Rolled Products | 100                                         
|                                                                                                                                                                                              | (Ravenswood)             |                                             
|                                                                                                                                                                                              |                          |                                             
|Billet from internal
      scrap and
      miscellaneous scrap
      France....................................................                                                               | Pechiney Aviatube        | 100                                         
|                                                                                                                                                                                              | (Montreuil Juigne)       |                                             
|                                                                                                                                                                                              |                          |                                             
|Billet from internal
      scrap
      United
      Kingdom.......................................                                                                                            | Pechiney Rhenalu         | 100                                         
|                                                                                                                                                                                              | (Workington)             |                                             
|                                                                                                                                                                                              |                          |                                             
|Cans, Automotiveand Standard RolledProducts                                                                                                                                                   |                          |                                             
|                                                                                                                                                                                              |                          |                                             
|Sheet ingot fromcustomer processscrap (beverage canand automotive),miscellaneous scrapand internal
      scrapFrance....................................................                      | Pechiney Rhenalu         | 100                                         
|                                                                                                                                                                                              | (Neuf-Brisach)           |                                             
|                                                                                                                                                                                              |                          |                                             

---



|Recycling
      plant capacities -- Aluminum Conversion
      As at 31
      December 2003                                                                                   |                    |                                             
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------ | --------------------------------------------
|Locations                                                                                                                                                                    |                    | % of
      ownership
      by
      Pechiney
|Foil and Strip / Specialties                                                                                                                                                 |                    |                                             
|                                                                                                                                                                             |                    |                                             
|Sheet ingot from
      internal scrap
      France....................................................                                                                       | Pechiney Rhenalu   | 100                                         
|                                                                                                                                                                             | (Annecy)           |                                             
|                                                                                                                                                                             |                    |                                             
|Reroll coil from internal
      scrap (foil)
      France....................................................                                                                | Pechiney Rhenalu   | 100                                         
|                                                                                                                                                                             | (Rugles)           |                                             
|                                                                                                                                                                             |                    |                                             
|Reroll coil from internal
      scrap (foil)
      Luxembourg...........................................                                                                     | Pechiney Eurofoil  | 100                                         
|                                                                                                                                                                             | (Dudelange)        |                                             
|                                                                                                                                                                             |                    |                                             
|Sheet ingot and
      customer process
      scrap (Pechiney
      Rhenalu Froges) and
      internal scrap
      France.................................................... | Aluminum Pechiney  | 100                                         
|                                                                                                                                                                             | (Mercus)           |                                             
|                                                                                                                                                                             |                    |                                             
|Extrusions, Casting Alloys, Automotive                                                                                                                                       |                    |                                             
|                                                                                                                                                                             |                    |                                             
|Foundry alloys
      France....................................................                                                                                              | Affimet            | 100                                         
|                                                                                                                                                                             | (Compiègne region) |                                             
|                                                                                                                                                                             |                    |                                             
|Total                                                                                                                                                                        |                    |                                             





|7.3   | Packaging                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|7.3.1 | Products / Business Divisions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|a)    | Plastic Packaging:
      Pechiney manufactures high value-added flexible packaging and plastic
      bottles characterized by high barrier properties, which enhance the
      product shelf life. Products include single and multi-layer films and
      laminations, pouches, bags, lidstock, thermoformed trays, single and
      multi-layer polyolefin and PET barrier bottles for juices, beer, sauces
      and ketchup. Main markets include food, healthcare and specialty markets.
      Research and development are important aspects of this
    division.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|b)    | Cebal Tubes
      Europe-Asia: Pechiney produces and sells Cebal collapsible
      plastic, laminated and aluminum tubes mainly for the cosmetics, personal
      care and healthcare markets.                                                                                                                                                                                                                                                                                                                                                                          
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|c)    | Cebal Tubes
      Americas: This division produces and sells  similar products
      as Cebal Tubes Europe-Asia. The division targets the development of
      high-value added plastic and laminated tubes focused on dental hygiene
      segments and on personal care and pharmaceuticals
  markets.                                                                                                                                                                                                                                                                

---





|d)    | Cebal Aerosols:
      This division produces aluminum bottles and seamless aluminum aerosol cans
      mainly for the personal care market (deodorant, hair care and hygiene), as
      well as for other niche markets, such as pharmaceuticals, perfume,
      cleaning products, food and beverages.                                                                                                                                                                                                                                                          
|----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|e)    | Techpack
      International: This business is a worldwide producer of high
      value-added plastic packaging for perfume and cosmetics, such as
      lipsticks, mascara cases, compacts, caps, bottles, promotional items, jars
      and dispensers.                                                                                                                                                                                                                                                                                                        
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|f)    | Caps and Overcaps:
      Pechiney operates a small business for the production of caps and overcaps
      for the global wine, alcohol and spirits markets.                                                                                                                                                                                                                                                                                                                                                                                                      
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|7.3.2 | Production / Facilities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|a)    | Plastic Packaging:
      Pechiney operates a worldwide plastics business divided into
      flexible/plastic packaging in Argentina, the Czech Republic, France,
      Germany, Italy, Mexico, Morocco, Portugal, Spain, New Zealand and the
      U.S., as well as a plastic bottles business in Canada, France, the U.K.
      and the U.S. This division also has a research and development
      center in the U.S. and graphic centers in France, Mexico and Spain. This
      division has benefited from significant acquisitions in the past
      year.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|b)    | Cebal Tubes Europe -
      Asia: This business has facilities located throughout Europe (the
      Czech Republic, France, Germany, Italy and Poland) and one facility in
      China.                                                                                                                                                                                                                                                                                                                                                                           
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|c)    | Cebal Tubes
      Americas: This business has eight facilities located throughout the
      Americas in Brazil, Canada, Mexico and the U.S.                                                                                                                                                                                                                                                                                                                                                                                                                      
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|d)    | Cebal Aerosols: This
      business has facilities in the Czech Republic, France, Italy, Spain and
      the U.K.                                                                                                                                                                                                                                                                                                                                                                                                                                                
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|e)    | Techpack
      International: Techpack has set up a worldwide industrial
      and commercial network, which it expanded considerably in 2003. The
      network is comprised of 15 manufacturing facilities in Indonesia, France,
      Italy, Spain, South America (Brazil) and North America (U.S.), benefiting
      from specialized development centers, one innovation center, seven
      marketing units and a sourcing office in Asia.                                                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|f)    | Caps and Overcaps:This
      business has facilities in Canada, Chile, France and the U.S.                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|7.4   | International Trade                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|7.4.1 | Services                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|a)    | Sales: Through its
      global sales agency network, Pechiney's International Trade division
      specialised in the sale and sourcing of commodities and products for
      industrial use for Pechiney's other activities and also for third parties
      worldwide.                                                                                                                                                                                                                                                                                        
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|b)    | Trading:
      International Trade specializes in the trading of bauxite, alumina and
      primary aluminum, as well as copper, ores and concentrates. It maintains a
      strong presence in both the intermediary markets and end-user
      markets.                                                                                                                                                                                                                                                                                                        
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|c)    | Distribution:This
      sub-division specializes in the distribution of semi-finished aluminum
      products and stainless steel items, mainly for the aerospace, mechanical
      engineering, transport, construction and boiler-making markets.                                                                                                                                                                                                                                                                                                              

---





|7.4.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Locations                                                                                                                                                                                                                                                                                      
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                
|a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | Sales:
      International Trade's sales agency network maintains extensive presence
      through its 40 agencies operating in more than 60 countries around the
      world, including a strong growth  in China.                                                                            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                
|b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | Trading:
      International Trade's activities are carried out through five companies:
      Pechiney World Trade USA (U.S.), Pechiney Trading Company (Switzerland),
      Pechiney Trading France (France), Pechiney Trading Ltd. (England) and
      Pechiney Far East Limited (Hong Kong).
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                
|c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | Distribution:The
      Almet distribution network operates in Austria, Belgium, France, Germany,
      the Netherlands and Switzerland. Operations are conducted through a
      network of sales outlets and five service centers in the same countries.                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                
|D.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | INFORMATION BY GEOGRAPHIC
      AREAS                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                
|See Annual
      Report, page 94, Note 29 to the Consolidated Financial Statements
      for financial information by geographic area.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                
|E.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | RESEARCH AND
      DEVELOPMENT                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                
|Alcan:Research and development ("R&D") comprises a global
      system of research laboratories, applied engineering centres and plant
      technical departments. The principal 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 Jonquière,
      Quebec), and one in Switzerland (Neuhausen). Together, these research
      laboratories employ about 450 people.
      In recent years, Alcan's R&D efforts have been
      refocused on core processes and products, assisting operating units to
      achieve increased productivity, higher quality and reduced costs. Alcan's
      R&D expenses totaled $140million in 2003, $115million in 2002
      and $135 million in 2001. In addition, intellectual property management
      safeguards Alcan's process and product technologies and trademarks.Alcan manages applied engineering centres and technical
      departments located close to key markets and operating divisions. These
      include the Packaging Technology Center located in North America for
      canning and packaging technology, and technical centres in North America
      and Europe for automotive technologies. These centres 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 centres.Pechiney:Pechiney's R&D activities are conducted at the
      central R&D laboratory ("Pechiney CRV") in Voreppe, France, and at six
      specialized laboratories (alumina, primary aluminum production,
      ferroalloys, tubes and aerosols and flexible packaging) located in France
      and the United States. In addition to its role as a central laboratory
      supporting the activities of the Group's other research centers, Pechiney
      CRV conducts all aluminum conversion research. In addition, in 2002
      Techpack Internationalopened a new
      innovation center that provides an enhanced upstream response to customer
      needs.

---





|Approximately 80% of projects are integrated into industrial
      programs and 20% are dedicated to maintaining and developing expertise and
      promoting exploratory investigation. Co-development projects continued to
      develop in 2003. Pechiney involves major customers in the innovation
      process, conducting joint research programs in aerospace, automotive and
      packaging markets. Sustained efforts were also made to improve production
      and conversion processes in order to reduce costs, enhance product quality
      and boost environmental protection in a variety of fields. Finally,
      Pechiney pursued its active participation in European projects within the
      framework of the sixth European Union Framework Program for Research and
      Technology Development (Plan Communautaire de Recherche &
      Développement). In particular, it was a partner in the new Welding
      Concept for Aircraft (WELAIR) project, a European program for R&D, to
      develop new welded structure designs for aerospace applications.
      Pechiney's R&D expenses totaled €93 million in 2003, compared with €90
      million in 2002 and €97 million in 2001.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|F.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Alcan is subject to a broad range of environmental laws
      and regulations in each of the jurisdictions in which it operates. These
      laws and regulations, as interpreted by relevant agencies and the courts,
      impose increasingly stringent environmental protection standards
      regarding, among other things, air emissions, wastewater storage,
      treatment and discharges, the use and handling of hazardous or toxic
      materials, waste disposal practices, and the remediation of environmental
      contamination. The costs of complying with these, including participation
      in assessments and remediation of sites, could be significant. In
      addition, these standards can create the risk of substantial environmental
      liabilities, including liabilities associated with divested assets and
      past activities. Currently, Alcan is involved in a number of compliance
      efforts and legal proceedings concerning environmental
      matters.Alcan:
      Alcan's vision for environment, health and safety ("EHS")
      is to become a recognised leader of EHS excellence, in all Alcan does and
      everywhere it operates. To move towards this vision, in 2003 Alcan
      introduced EHS FIRST,a new EHS management system. EHS FIRST
      is a part of Alcan's Integrated Business Management System, contributing
      to maximizing Alcan's value.EHS FIRSTrequires all sites to implement ISO 14001 and OHSAS 18001 management
      systems. By the end of 2003, 63% of the sites were certified according to
      ISO 14001 and 46% of the sites were already certified for OHSAS 18001. By the
      end of Quarter 1, 2004 any facility, site or installation that is managed
      and/or at least 50% owned by Alcan and is a legal entity should be
      certified, with the exception of newly acquired facilities, which have two
      years time to be certified. EHS performance data were reported externally
      in our 2003 web-based sustainability report as part of Alcan's key
      measures of sustainability.As of October 2003 the Business Groups have taken the
      lead in managing TARGET, Alcan's internationally recognized greenhouse gas
      management program. The program was ranked best in class globally by
      Sustainable Asset Management for inclusion in the Dow Jones Sustainability
      World Index.EHS FIRST sets clear Alcan standards outlined in a
      management system handbook, including mandatory EHS directives. With an
      internal gap-analysis tool all facilities were enabled to check compliance
      with the new standards and to plan the measures to fill the gaps by the
      end of 2004. By the end of 2003, 94% of sites completed the gap analysis.
      The continuous improvement process drives Alcan's businesses to reduce
      impacts while improving their competitive position and efficiency. Alcan's
      capital expenditures to protect the environment and improve working
      conditions were $71 million in 2003. EHS expenditures for 2004 and 2005,
      including Pechiney, are projected to be $137 million and $193 million,
      respectively. In addition, expenditures charged against income for
      environmental protection were $196 million in 2003, and are expected to be
      $222 million in 2004 and $238 million in 2005, including
      Pechiney.

---





|Pechiney:Pechiney's Environment and Industrial Risk Management
      Department is responsible for defining Pechiney policy in these areas. The
      business divisions are responsible for implementation.Pechiney is subject to a broad range of environmental
      laws and regulations in each of the jurisdictions in which it operates.
      These laws and regulations impose increasingly stringent environmental
      protection standards regarding, among other things, air emissions,
      wastewater discharges, the use and handling of hazardous materials, waste
      disposal practices, and the remediation of environmental contamination.
      Pechiney applies the international standard ISO 14001 as the benchmark for
      its environmental protection management. A comprehensive training program
      complements this system, which is based on the standards of prevention,
      compliance with regulations and the Pechiney Continuous Improvement
      System. The objective is to certify the Group's main facilities by 2005.
      In 2003, two facilities were certified, Aluminum de Grèce (alumina and
      primary aluminum) and Issoire (aluminum conversion), bringing the number
      of ISO 14001 facilities up to 26.The year 2003 saw the first application of the voluntary
      commitment to reduce greenhouse gas emissions at Pechiney facilities in
      France. Recycling products after use and reducing waste are priorities for
      the European Commission and the European Parliament. Interim results
      concerning environmental matters at the end of 2003 were in line with the
      objective for 2003/2004. The aggregate amount of provisions to ensure
      environmental compliance, or in connection with the risk of
      environmentally-related legal proceedings, was accrued as of 31 December
      2003.Safety is a top priority for Pechiney; it is one of the
      important criteria by which management is measured at all levels. The
      achievement of positive safety results is linked to compensation. Pechiney
      implements a very active risk prevention policy in the workplace that is
      based on a visible commitment of management, employee mobilization and
      clear principles of organization. Annual and multi-annual action plans are
      applied, monitored and updated by safety committees in each operating
      division and for each facility. Two mechanisms contribute decisively to
      the improvement of safety
    conditions:
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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|An independent medical and
      toxicological council advises executive management on work-related and
      public health issues related to manufacturing activities and products. In
      particular, it monitors studies on the possible toxicity of aluminum.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|G.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
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|Alcan
      believes that its properties, including those of Pechiney, most of which
      are owned, are suitable and adequate for its operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

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|H.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | EMPLOYEES                                   
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|Alcan:As at 31 December 2003, Alcan employees, not including
      Pechiney's, were located as follows: approximately 18,600 in North
      America, 23,200 in Europe, 3,400 in South America, and 6,800 in Asia,
      Pacific and other areas. A majority of the hourly-paid employees are
      represented by labour unions.
      There are 26 collective labour agreements in effect in
      Canada. Labour agreements for unionized employees at Alcan facilities in
      Quebec expire at the end of 2006 or in 2007. In British Columbia, the
      Collective Labour Agreement at Kitimat expires in 2005.
      In all other locations, collective agreements are negotiated on a site,
      regional or national level, and are of different
      durations.Pechiney:Following the Pechiney Combination, France became the
      country where Alcan employs the largest number of employees: about 2,200
      before the Pechiney Combination and about 16,500 after the Pechiney
      Combination, in more than 30 Subsidiaries. Employment conditions are
      defined by French law and by four national collective agreements relating
      to various industrial sectors: chemicals, mechanics, plastic
      transformation and cardboard transformation. Additional specific
      agreements exist at each individual company. Pension liabilities are not
      included in collective agreements and result from specific individual
      contracts.
      Following the Pechiney Combination, Alcan employs 88,000 people in 63
      countries.                  
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|I.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | PATENTS, LICENSES AND
      TRADEMARKS      
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|Alcan (including Pechiney):Alcan owns, directly or through Subsidiaries, a large
      number of patents in Canada, the U.S., the European Union as well as in
      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. Alcan 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.
      Alcan owns a number of trademarks that 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, significant trademarks will be renewed for
      a further three to ten years.
      Alcan has also acquired certain intellectual property
      rights under licenses from others for use in its businesses.
      Alcan'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 licenses or trademarks the
      duration of which cannot, in the judgment of management, be extended or
      renewed as necessary.
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|J.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | COMPETITION AND GOVERNMENT
      REGULATIONS
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|The aluminum and packaging
      businesses are highly competitive in price, quality and service. The
      Company experiences competition from a 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 in aluminum
      production is enhanced by its ability to supply its own power to many
      smelters at low cost.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

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|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 the anti-dumping laws of the importing country, which prohibit sales of
      imported merchandise at less than defined fair
  values.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
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|ITEM 3
      LEGAL PROCEEDINGS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
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|A.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|1.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|1.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|PAS Site. The Company's
      U.S. Subsidiary, Alcan Aluminum Corporation ("Alcancorp"), and third
      parties are defendants in a lawsuit instituted in July 1987 by the U.S
      Environmental Protection Agency ("EPA") relating to the Pollution
      Abatement Services site, a third-party disposal site, in Oswego, New York
      ("PAS"). Alcancorp is alleged to have contaminated this site through the
      disposal of waste materials disposed by contractors employed by Alcancorp
      (and other companies). Alcancorp's defense is that the waste was not
      hazardous. In January 1991, the Federal District Court for the Northern
      District of New York found 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 liability, if any, might be assigned to Alcancorp
      depending on whether Alcancorp can prove that waste did not contribute to
      the costs of remediation at the site. This matter was consolidated with
      another case, instituted in October 1991 by the EPA against Alcancorp in
      the Federal District Court for the Northern District of New York seeking
      clean-up costs in regard to the Fulton Terminals superfund site in Oswego
      County, New York, which is also owned by PAS. The remand hearing was held
      in October of 1999. The trial court re-instituted its judgment holding
      Alcancorp jointly and severally liable with other defendants. The amount
      of the judgment plus interest was $13.5 million as of December 2000. The
      case was appealed. In the first quarter 2003, the Second Circuit affirmed
      the decision of the trial court. Alcancorp sought a rehearing but the
      motion was denied. Alcancorp filed a petition for certiorari in U.S.
      Supreme Court, which was denied. Alcancorp has also been sued by
      other potentially responsible parties ("PRPs") at PAS seeking contribution
      for costs incurred in cleaning up the PAS site which are being contested.

---





Butler Tunnel Site.

Butler Site. The United States filed a second cost recovery
action against Alcan seeking recovery of expenses associated with the
installation of a early warning system for potential future releases from the
Butler site. The case has been held in abeyance since shortly after it was filed.
Alcan has been unable to determine what, if any, exposure it may have for the
costs associated with the system and the extent of the exposure.



Omega Chemical Site. In February 1996, the Company's
U.K. Subsidiary, British Alcan Aluminum plc ("British Alcan"), sold its
investment in Luxfer USA Limited. As part of the sale, British Alcan agreed to
indemnify the purchaser for certain liabilities, including those arising out of
the following proceeding. Luxfer is a participant in a joint defense group being
sued by the EPA in regard to waste Luxfer sent, from 1976 to 1991, to the Omega
chemical waste Superfund site, a third-party disposal site in Whittier,
California. At various times during 1995, Luxfer contributed various amounts
totaling $11,800 for defense group costs and the removal of waste from the site.
Large waste generators are cleaning up the site. Luxfer, being a small
contributor, is discussing settlement offers. In 2000, Luxfer and other members
of the joint defense group entered into a consent decree with the EPA to
complete the remediation.



Pennsauken Landfill.Alcancorp is a third party
defendant in a suit seeking response costs initiated in December 1995 by the
State of New Jersey alleging that a disposal company that had been used by
Alcancorp disposed of hazardous material in a landfill in Pennsauken. Including
Alcancorp, there are 277 third-party defendants in this action. Various
discovery issues remain outstanding. In 2002, the court granted the third-party
defendants the right to conduct depositions of the other party's experts. The
discovery process continued in 2003.



Tri-Cities Site. In 1994 Alcancorp and other companies
responded to an EPA inquiry concerning the shipment of old drums to Tri-Cities
Inc. (New York). The company previously reprocessed barrels. In 1996 the EPA
issued an administrative order directing the defendants to clean up the site.
Alcancorp refused to participate claiming that the drums sent to Tri-Cities were
empty at the time of delivery. The PRPs sent Alcancorp a settlement offer and
proposed Consent Decree for Alcancorp to agree to join other PRPs in the
clean-up. Alcancorp rejected the offer as it disagreed with the drum count
attributed to it. In September 2002, notification was received from the EPA that
it contended Alcancorp was responsible for response costs totaling $170,512 plus
interest and future response costs for its violation of the administrative
order. Alcancorp responded by a letter outlining the objections to the EPA's
determination. The EPA has since indicated that the matter has been referred to
the Department of Justice ("DOJ") for
enforcement. Alcancorp has responded with a letter stating that EPA's claims are
unsupported.

Lower Passaic River Initiative. In 2003, Alcancorp
received a letter from the EPA regarding an investigation being launched into
possible contamination of the Lower Passaic River in 1965. Alcancorp has been
identified as a PRP arising from one of its plants in Newark, New Jersey which
may have generated hazardous waste. A remedial investigation feasibility study
is scheduled to be carried out over several years.



---



Quanta Resources Facility.



Sealand Site. New York State claims Alcancorp's waste at
the Sealand, New York site is hazardous; Alcancorp disputes this. There are
a series of PRPs. In 1993, Alcancorp declined a request to participate in a
program to provide drinking water to area residents, contending that Alcancorp's
waste did not cause or contribute to the harm caused at the site. In 2003, Alcan
met with the DOJ and the EPA, who quantified potential liability of unreimbursed
costs at $2.6 million.



Millville, New Jersey Plant. In 1997, Wheaton USA Inc.
("Wheaton"), a wholly-owned Subsidiary, began building new furnaces at its
Millville, New Jersey glass plant that were alleged to violate air emission
regulations. The New Jersey Department of Environmental Protection ("NJDEP")
issued a citation for violation of permits. The EPA issued an information
request to which Alcan responded. Wheaton made modifications to the two
furnaces. Wheaton is awaiting a review and approval from the NJDEP. There were
no further developments in 2003.



Clifton, New Jersey Facility. Lawson Mardon USA Inc. ("LM
USA"), a wholly-owned Subsidiary, is undertaking a site investigation and
clean-up of the land at its Clifton, New Jersey plant, in compliance with a
NJDEP permit. No court action was brought. According to studies, offsite
contamination was not a result of LM USA's operations. LM USA has reached an
agreement with the NJDEP for alleged on-site contamination whereby LM USA would
isolate the area and would monitor the ground water for two years. LM USA
completed the remediation in 2003 and will now conduct ground water monitoring.
Monitoring costs are estimated at $6,000 per quarter.



LM Trentesaux Site. In 1999, an investigation was carried
out at the Lawson Mardon Trentesaux SA site ("LM Trentesaux"), a Subsidiary, at
Tourcoing, France. The land was found to be contaminated by solvent, fuel and
chemical products resulting from engraving and packaging activities. An estimate
of the clean-up costs was established. The investigation was also conducted to
determine whether the contamination was the sole responsibility of LM Trentesaux
and whether the migration of the contamination was possible. Ground
contamination by solvent was treated and further treatment for other substances
may be required.



Marseilles Red Mud Remediation. In 1982, Alusuisse Lonza
France SA ("ALF"), a subsidiary of Algroup, sold land in Marseilles, France, to
the local community, which contained red mud deposits on two different sites.
Buildings were erected on this land and issues have arisen as to the overall
stability of the red mud mounds. In 1997, French law changed to have the
responsibility for deposits lie with the originator and ALF paid $1.68 million
for remediation. ALF has been engaged in litigation and appeals with government
agencies for further remediation; ALF is trying to establish the partial
responsibility of the local community. In 2002, the appeal court rejected ALF's
position for the two sites. ALF has appealed the decision for one site and is
awaiting judgment.



Formiga Solid Waste Remediation. The Company's Brazilian
wholly-owned Subsidiary, Alcan Alumínio Do Brasil Ltda. ("Alcanbrasil") was sued
by the Municipality of Formiga for inadequate disposal of solid waste from its
flexible packaging plant. The waste was being disposed of a third party. Some of
the waste was found in unauthorized landfills. The third party is also being
sued but under Brazilian law, Alcanbrasil is jointly and severally responsible.
In 2002, a settlement was reached where Alcanbrasil will not be liable for any
damages if Alcanbrasil's waste is removed from the landfills. In 2003, the waste
was completely removed to an authorized landfill and final approval is awaited
from the environmental authorities.

---





Algoods Ontario Remediation. Beginning in 1995
environmental investigations have been conducted into the presence of oil,
gasoline and volatile organic compounds ("VOCs") in the soil and groundwater at
the Algoods plant site in Ontario, Canada and third party properties adjacent to
this site. Algoods was sold in 1996 and under the terms of the agreement, the
Company retains liability for this case. A remediation plan was approved with
the Ministry of Environment ("MOE") for the oil removal and recovery is
approximately 85% complete. A gasoline recovery system was commissioned by Alcan
and accepted by the owner of the affected property. MOE requested and has
received from Alcan a delineation study with respect to VOCs in the surrounding
area. This report is currently under review by the MOE. An initial remediation
plan for VOCs was implemented in 2003.



|1.2 | Pechiney
|--- | --------



Howmet Sites. Under the stock purchase agreement between
Pechiney and Blade Corporation for the divestiture of certain Pechiney
subsidiaries (Pechiney Corporation, Howmet Corporation, Howmet Cercast) dated 12
October 1995, Pechiney agreed to indemnify Blade Corporation, without limitation
in time or a ceiling on the indemnification amount, with respect to certain
environmental matters ("Howmet Sites") that exceeded a reserve of
$6 million on the pro-forma 1995 balance sheet of Pechiney. Alcoa, the
legal successor in interest to Blade Corporation and beneficiary of the
indemnification clause, asked Pechiney on 30 April 2002 to pay for the
remediation costs exceeding the $6 million provision concerning the
environmental risks at several sites.



Omega Chemical Sites. In addition to Alcan's defense of Luxfer at this
site, Howmet is also named as a PRP at the Omega Chemical site. Howmet entered
into a consent decree, the total cost of which is estimated at $15 million to
all PRPs. Howmet recently entered into a revocable assignment of contribution
claims in favour of the Omega Chemical PRP Group, LLC.



---





Dover, New Jersey Site.



Combe Fill South Landfill. In 1998, the U.S. and the New
Jersey Department of Environmental Protection sued Howmet and other parties for
damages and responsecosts in response to the environmental
conditions at the Combe Fill South Landfill in New Jersey. The governments claim
both past costs for remediation and future costs. An alternative dispute
resolution process is underway under the supervision of the U.S. District Court
for the District of New Jersey and the process will continue until August 2004. Howmet submitted its position paper on allocation on 15 January 2004. There are
hundreds of parties involved in the suit.

Holden Mine Site. Holden Mine was an underground copper
mine that Howe Sound Company operated from 1936 until 1957. It is located in a
remote wilderness area in the Wenatchee National Forest in Washington State. The
U.S. Forest Service, together with officials of Washington State and the EPA,
requested the performance of a remedial investigation. An administrative order
was entered in 1997. The remedial investigation identified several remedial
scenarios with a wide range in cost. Total site costs (including investigation
costs) and NRD will likely exceed $30 million. Pechiney does not yet have
an agreement with the agencies on the remedy or NRD obtained. Pechiney submitted
its final draft feasibility study in February 2004. No other PRPs are
involved.

Blackbird Mine. In 1994 and 1995, the former Pechiney
Corporation signed a consent decree, with the U.S. Forest Service, National
Oceanic and Atmosphere Administration and the EPA as well as the State of Idaho
and two administrative orders with the EPA for a remedial
investigation/feasibility study and early action clean-up of the Blackbird Mine. Pechiney must pay a significant portion of the total cost of the Blackbird Mine
clean-up. The U.S. must pay a smaller portion of the remediation expenses with a
cap. The removal actions, which began in 1995, are largely but not entirely
complete. The U.S. investigated arsenic contamination at neighboring Panther
Creek Inn and a soil removal remediation was performed in 1998. In August 2002,
the EPA issued its proposed remedial plan for Blackbird Mine, which includes copper
and cobalt actions. In Spring 2003, the EPA issued a record of decision ("ROD"),
which Pechiney views as unfavorable and costly. Pechiney is also trying to
negotiate a modification of the consent decree to extend the time for achieving
water quality standards from 2002 to 2005. Negotiations with the various
agencies concerning the ROD and the Consent Decree were held during 2003. The
U.S. also issued a unilateral administrative order ("UAO") on 11 July 2003. The
UAO became effective 10 August 2003. The parties indicated their intent to
comply on 14 August 2003. The EPA estimated the ROD remedy cost at
$15.4 million present value in addition to what has already been paid. The
EPA also demanded $ 25 million in financial assurance from the parties.
Pechiney is vigorously opposing certain elements of the additional work. The
U.S. District Court for the District of Idaho retains jurisdiction.

Tungsten Mine Site. In April 2000, the North Carolina
Department of Environment & Natural Resources, Division of Waste Management
sought cooperation for the removal of drummed hazardous substances and for
monitoring, testing, analyzing and reporting on the Tungsten Mine Site, in Vance
County, North Carolina. Pechiney is the successor to Haile Mining Company, which
it is believed mined the site from approximately 1945 through the late 1950s. A
first meeting of PRPs took place in October 2001. Discussions with
the State concerning Tungsten Mine are still preliminary, and site assessment
has not yet been completed. This is an administrative case only and, thus, does
not involve any court action.

---



Pohatcong Valley Site. The U.S. Department of Interior
notified Pechiney Plastic Packaging Inc. ("PPPI") on 19 November 1999 that it
wanted to geophysically log certain wells at the Washington, N.J. facility as it
seeks to identify possible contributors of a specific contaminant - TCE - to the
Pohatcong Valley Superfund Site. This matter involves both an on-site
remediation of the Washington Plant, which is near completion and a Superfund
Site, which is in the early stages of investigation. PPPI was advised
that the "logging" process was completed and in the summer of 2001, the EPA did
some minor additional investigation at the plant site. The EPA has issued a
draft but not a final remedial investigation report. Meanwhile, PPPI has
performed an on-site remediation at the Washington plant. It has received a "no
further action" letter from the State of New Jersey for certain areas and an
approval letter dated 12 June 2002 from the State for certain additional work.
Over time $1 million has been spent at the Washington facility for on-site work.
This is an administrative case only and, thus, does not involve any court
action.

|2. | Reviews and Remedial
      Actions
|-- | ----------------------------------



From time to time, the Company is subject to environmental
reviews and investigations. The Company has established procedures for reviewing
environmental investigations and any possible remedial action on a regular
basis. Although the Company cannot reliably estimate all of 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, materially affect its
financial condition or materially affect the Company's liquidity.





|B. | OTHER
    MATTERS
|-- | -----------------
|   |                  
|1. | Alcan            

Powerex Litigation. In 1997, as
part of the claim settlement arrangements related to the British Columbia
Government's cancellation of the Kemano Completion Project, Alcan obtained the
right to transfer a portion of a power supply contract with BC Hydro to a third
party. Alcan sold the right to supply this portion to Enron Power Marketing Inc.
("EPMI"), a subsidiary of Enron Corporation ("Enron") for cash consideration. In
order to obtain the consent of BC Hydro to this sale, Alcan was required to
retain residual liability for EPMI's obligations arising from the supply
contract, including in the event that EPMI became unable to perform. This
contingent liability is subject to a maximum aggregate amount of $100 million,
with mitigation and subrogation rights.On 2 December 2001, EPMI and Enron filed
for protection under Chapter 11 of the U.S. Bankruptcy Code. Powerex, the BC
Hydro affiliate which now holds the rights to the power supply contract,
maintains that it has terminated the power supply contract and as a result filed
a claim for $100 million against Enron on 15 March 2002 as a necessary step
prior to making the same claim against the Company. Enron did not respond to
that claim and the Company received, on 22 March 2002, a demand for payment in
the amount of $100 million from Powerex. On 17 January 2003, the Company
received a decision following arbitration hearings held in December 2002 on a
contractual dispute between Powerex and Alcan. The arbitrator confirmed
Powerex's claim for $100 million. In February 2003, Alcan filed an application
in Oregon to set aside the arbitration award and Powerex also filed certain
motions ("U.S. Proceedings"). Powerex has filed a petition in the British
Columbia Supreme Court for judgment in the amount of the award and a declaration
that the award is enforceable in the same manner as a judgment of the Court
("B.C. Proceedings"). In July 2003, the B.C. Supreme Court stayed the B.C.
Proceedings pending a decision of the U.S. Federal Court in the U.S.
Proceedings. In August 2003, the various Alcan and Powerex summary motions were
heard before a magistrate judge of the U.S. Federal Court in Portland, Oregon. In
September 2003, the magistrate judge issued various recommendations, including
recommendations that Alcan's motions for judicial review be dismissed. Alcan
objected to the recommendations and Powerex filed a reply to Alcan's objections.
In October 2003, the recommendations, objections and reply were forwarded to an
Article III judge of the U.S. Federal Court. On 11 December 2003, the Article
III judge confirmed the recommendations of the magistrate judge. Alcan has
appealed this decision. The hearing of the B.C. Proceeding is scheduled to take
place in April 2004. A provision of $100 million was recorded in the fourth
quarter of 2002 and is still in place.



|2. | Pechiney
|-- | --------

Kaiser Aluminum Corporation.

The Company is also involved in ordinary course litigation in
jurisdictions throughout the world, none of which, in the Company's belief,
could materially impair its operations, materially affect its financial
condition or materially affect the Company's liquidity.



ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS



The Company has not submitted any matter to a vote of security
holders, through solicitations of proxies or otherwise, during the fourth
quarter of the year ended 31 December 2003.



---

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. See section entitled "Common Shares" on page 83.



The number of holders of record of Common Shares on 3 March
2004 was approximately



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 and foreign governmental restrictions affecting
repatriation of earnings.



Dividends paid on Common Shares held by non-residents of Canada
will generally be subject to Canadian withholding tax which 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 U.S., the treaty-reduced rate is
currently 15%.



Equity Compensation Plan Information



The following table presents information related to securities
to be issued upon the exercise of outstanding options, warrants and rights
pursuant to equity compensation plans that have been approved by security
holders, as well as plans that have not been approved by security holders as at
31 December 2003.



|                                                                                                                            | Number of
      securitiesto be
      issueduponexercise of outstanding options, warrants and
      rights | Weighted-averageexercise price
      ofoutstanding
      options,warrants
      and rights | Number of
      securitiesremaining
      available forfuture
      issuance underequity
      compensation plans(excluding
      securitiesreflected
      in column (a))
|--------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                            | (a)                                                                                                        | (b)                                                                                        | (c)                                                                                                                                                                       
|Equity compensation plans approved by
      security
      holders......................................................... |                                                                                                            |                                                                                            |                                                                                                                                                                           
|                                                                                                                            |                                                                                                            |                                                                                            |                                                                                                                                                                           
|Alcan Executive Share Option Plan                                                                                           | 9,565,684                                                                                                  | CAN. $47.49                                                                                | 14,709,676                                                                                                                                                                
|                                                                                                                            |                                                                                                            |                                                                                            |                                                                                                                                                                           
|Pechiney Option Plans                                                                                                       | 3,888,607                                                                                                  | € 34.71                                                                                    | 0                                                                                                                                                                         
|                                                                                                                            |                                                                                                            |                                                                                            |                                                                                                                                                                           
|Equity compensation                                                                                                         |                                                                                                            |                                                                                            |                                                                                                                                                                           
|plans not approved                                                                                                          |                                                                                                            |                                                                                            |                                                                                                                                                                           
|by security
      holders.....................................................                                              | N/A                                                                                                        | N/A                                                                                        | N/A                                                                                                                                                                       
|Total.................................................                                                                      | 13,454,291                                                                                                 | N/A                                                                                        | 14,709,676                                                                                                                                                                

In relation to the Pechiney Option Plan, Alcan and Pechiney
agreed on the terms of a liquidity agreement which has been made available to
beneficiaries of Pechiney subscription and purchase options (''Liquidity
Agreement''). The Liquidity Agreement allows the holders of Pechiney options to
either (a) exchange their Pechiney shares resulting from the exercise of the
Pechiney options for Alcan Common Shares on the basis of a ratio equivalent to
the consideration offered under Alcan's public offer for Pechiney or (b) give up
their Pechiney options and receive new options to subscribe for Alcan common
shares on a basis of a ratio equivalent to the consideration offered under
Alcan's public offer for Pechiney. Upon the clearance by the French Conseil des marchés financiers of Alcan's initial public
offer for Pechiney securities on 16 July  2003, the Pechiney options became
fully vested.

---

Sales of Unregistered Securities



Equity Issuance. In
connection with the Pechiney Combination, the Company issued to Pechiney
security holders 42,413,105 Common Shares on 15 December 2003 and 2,082,075
Common Shares



ITEM 6 SELECTED FINANCIAL DATA



SELECTED HISTORICAL FINANCIAL DATA

(in millions of Dollars except for per Share amounts)

|                                                      | Years ended 31 December
|----------------------------------------------------- | -----------------------
|                                                      | 2003                   
|                                                      |                        
|Sales and operating revenues                          | 13,640                 
|Net income (Canadian GAAP)                            | 167                    
|Net income (loss) (U.S. GAAP)                         | 77                     
|Total assets                                          | 31,957                 
|Long-term debt (including current portion)            | 7,960                  
|Net income (loss) per share (Canadian GAAP) - Basic   | 0.50                   
|                                                      |                        
|Net income (loss) per share (Canadian GAAP) -
Diluted | 0.50                   
|Net income (loss) per share (U.S. GAAP)*              | 0.22                   
|Cash dividends per share                              | 0.60                   
|*Basic and diluted.                                  



---

Commencing 2001, the Company retroactively adopted the
recommendations of the Canadian Institute of Chartered Accountants ("CICA")
concerning earnings per share. The standard requires the disclosure of the
calculation of basic and diluted earnings per share and the use of the treasury
stock method for calculating the dilutive impact of stock options.



Commencing 2001, the Company adopted the recommendations of the
CICA concerning business combinations. All business combinations initiated on or
after 1 July 2001 are now required to be accounted for under the purchase
method.



Commencing 2002, the Company adopted the recommendations by the
CICA concerning goodwill and other intangible assets. Under this standard,
goodwill and other intangible assets with an indefinite life are no longer
amortized but are carried at the lower of carrying value and fair value.
Goodwill and other intangible assets with an indefinite life are tested for
impairment on an annual basis.



Commencing 2002, the Company retroactively adopted, with
restatement of prior years back to 1999, the recommendations of the CICA
concerning deferred foreign exchange translation gains and losses. Under this
standard, the Company no longer amortizes the exchange gains and losses arising
from the translation of long-term foreign currency denominated monetary assets
and liabilities that have a fixed or ascertainable life extending beyond the end
of the following fiscal year. These exchange gains and losses are now recognized
in income immediately.



Commencing 2002, the Company adopted the recommendations of the
CICA concerning disclosure of stock options and other stock-based compensation.
This standard encourages but does not require that the fair value method be used
for transactions with employees. If the fair value method is not used, note
disclosure of pro forma net income and net income per common share - basic and
diluted is required as if the fair value based method had been applied to all
stock option awards.



Commencing 2003, the Company early adopted the recommendations
of the CICA concerning impairment of long-lived assets. Under this standard, an
impairment loss is recognized when the carrying amount of a long-lived asset
held for use is not recoverable and exceeds its fair value. No impairment
charges were recorded upon adoption of this new standard.



Commencing 2003, the Company early adopted the recommendations
of the CICA concerning the disposal of long-lived assets and discontinued
operations. Under this standard, a long-lived asset to be disposed of by sale is
measured at the lower of its carrying amount or fair value less cost to sell,
and is not depreciated while classified as held for sale. Assets and liabilities
classified as held for sale are reported as assets held for sale and liabilities
of operations held for sale on the balance sheet. A long-lived asset to be
disposed of other than by sale, such as abandonment, before the end of its
previously estimated useful life, is classified as held for use until it is
disposed of and depreciation estimates revised to reflect the use of the asset
over its shortened useful life. Also, the standard requires that the results of
operations of a component of an enterprise, that has been disposed of either by
sale or abandonment or is classified as held for sale, be reported as
discontinued operations if the operations and cash flows of the component have
been, or will be, eliminated from the ongoing operations as a result of the
disposal transaction and the Company will not have any significant continuing
involvement in the operations of the component after the disposal transaction.



Commencing 2003, the Company adopted the guidelines of the CICA
concerning the disclosure of guarantees, which addresses disclosure requirements
for a guarantor that issues a guarantee.

---





In April 2003, the Company adopted the Emerging Issues
Committee abstract of the CICA concerning accounting for severance and
termination benefits. Under this abstract, contractual termination benefits and
severance costs are recognized as an expense when management, having the
appropriate level of authority, approves a decision to terminate employees.
Non-contractual termination benefits are recognized as an expense when
communicated to employees. Retention bonuses are recognized as an expense over
the required future service period.



In April 2003, the Company adopted the Emerging Issues
Committee abstract of the CICA concerning accounting for costs associated with
exit or disposal activities (including costs incurred in a restructuring). This
abstract requires that a liability associated with an exit or disposal activity
be recognized when the liability is incurred rather than at the date of the
Company's commitment to an exit plan.





See Annual Report, page 64, Note 8 to the Consolidated
Financial Statements for a comparison, for certain items listed, of the amounts
as reported by the Company under Generally Accepted Accounting Principles
("GAAP") in Canada with amounts that would have been reported under U.S.
GAAP.



ITEM
7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF
OPERATIONS

The section entitled "Management's Discussion and Analysis" in
the Annual Report, page 28, is incorporated by reference.



Other Specified Items of $40 million after tax are detailed on
page 32 of the Annual Report.



As the Company follows Canadian GAAP, reference should be made
to Note 8



The Company's measure of the profitability of its operating
segments is referred to as business group profit ("BGP"). BGP comprises earnings
before interest, income taxes, minority interests, depreciation and amortization
and excludes certain items, such as corporate costs, asset impairments and Other
Specified Items, that are not under the control of the Business Groups. These
excluded items are managed by the Company's head office, which focuses on
strategy development and oversees governance, policy, legal, compliance, human
resources and finance matters.



ITEM 7A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK



Changes in interest rates, foreign exchange rates and the
market price of aluminum can impact on the Company's (including Pechiney's) cash
flow. See risk factors on page 4 of this report.

---





Interest Rates



The impact of a 10% increase in interest rates on the Company's
variable rate debt outstanding at 31 December 2003 net of its invested surplus
cash and time deposits at 31 December 2003 would be to reduce net income by $5
million. Transactions in interest rate financial instruments for which there is
no underlying interest rate exposure to the Company are prohibited. For
accounting policies for interest rate swaps used to hedge interest costs on
certain debt, see page 55



Currency Derivatives

The schedule below presents fair  value information and
contract terms relevant to determining future cash flows categorized by expected
maturity dates of the Company's currency derivatives (principally forward and
option contracts) outstanding as at 31 December 2003.



---



|                                                       |                       |        |        |        |        |        |       
|------------------------------------------------------ | --------------------- | ------ | ------ | ------ | ------ | ------ | ------
|In US$ millions, except for
      average contractrate |                       |        |        |        |        |        |       
|                                                       |                       |        |        |        |        |        |       
|                                                       |                       | 2004   | 2005   | 2006   | 2007   | 2008   | 2009  
|FORWARD CONTRACTS                                      |                       |        |        |        |        |        |       
|                                                       |                       |        |        |        |        |        |       
|To purchase USD against the foreign currency           |                       |        |        |        |        |        |       
|                                                       |                       |        |        |        |        |        |       
|CHF                                                    | Nominal amount        | 20     | 29     | 16     | 2      | 1      | 1     
|                                                       | Average contract rate | 1.572  | 1.387  | 1.336  | 1.287  | 1.261  | 1.238 
|                                                       |                       |        |        |        |        |        |       
|GBP                                                    | Nominal amount        | 11     | 8      | 3      | -      | -      | -     
|                                                       | Average contract rate | 1.740  | 1.686  | 1.587  | -      | -      | -     
|                                                       |                       |        |        |        |        |        |       
|To sell USD against the foreign currency               |                       |        |        |        |        |        |       
|                                                       |                       |        |        |        |        |        |       
|AUD                                                    | Nominal amount        | 118    | -      | -      | -      | -      | -     
|                                                       | Average contract rate | 0.577  | -      | -      | -      | -      | -     
|                                                       |                       |        |        |        |        |        |       
|GBP                                                    | Nominal amount        | 6      | 1      | -      | -      | -      | -     
|                                                       | Average contract rate | 1.5088 | 1.4068 | -      | -      | -      | -     
|                                                       |                       |        |        |        |        |        |       
|BRL                                                    | Nominal amount        | 2      | -      | -      | -      | -      | -     
|                                                       | Average contract rate | 2.9    | -      | -      | -      | -      | -     
|                                                       |                       |        |        |        |        |        |       
|EUR                                                    | Nominal amount        | 195    | 63     | 20     | 9      | -      | -     
|                                                       | Average contract rate | 1.1131 | 0.9713 | 0.8968 | 1.0454 | -      | -     
|                                                       |                       |        |        |        |        |        |       
|To sell EUR against the foreign currency               |                       |        |        |        |        |        |       
|                                                       |                       |        |        |        |        |        |       
|USD                                                    | Nominal amount        | 352    | 49     | 13     | 4      | 8      | -     
|                                                       | Average contract rate | 1.164  | 1.099  | 1.059  | 0.975  | 1.076  | -     
|                                                       |                       |        |        |        |        |        |       
|USD                                                    | Nominal amount        | -      | -      | 1,256  | -      | -      | -     
|                                                       | Average contract rate | -      | -      | 1.1984 | -      | -      | -     
|                                                       |                       |        |        |        |        |        |       
|CHF                                                    | Nominal amount        | 41     | 10     | 8      | 4      | 4      | 3     
|                                                       | Average contract rate | 1.5353 | 1.5111 | 1.4872 | 1.4610 | 1.4430 | 1.4266
|                                                       |                       |        |        |        |        |        |       
|ZAR                                                    | Nominal amount        | 30     | 6      | -      | -      | -      | -     
|                                                       | Average contract rate | 8.5896 | 8.3049 | -      | -      | -      | -     
|                                                       |                       |        |        |        |        |        |       
|To buy EUR against the foreign currency                |                       |        |        |        |        |        |       
|                                                       |                       |        |        |        |        |        |       
|GBP                                                    | Nominal amount        | 55     | 3      | -      | -      | -      | -     
|                                                       | Average contract rate | 0.7112 | 0.7133 | -      | -      | -      | -     
|                                                       |                       |        |        |        |        |        |       
|CHF                                                    | Nominal amount        | 2      | -      | -      | -      | -      | -     
|                                                       | Average contract rate | 1.5112 | -      | -      | -      | -      | -     
|                                                       |                       |        |        |        |        |        |       
|JPY                                                    | Nominal amount        | 15     | -      | -      | -      | -      | -     
|                                                       | Average contract rate | 130.1  | -      | -      | -      | -      | -     
|                                                       |                       |        |        |        |        |        |       
|OTHER                                                  | Nominal amount        | 63     | -      | -      | -      | -      | -     
|                                                       |                       |        |        |        |        |        |       
|To buy CHF against other foreign currency              |                       |        |        |        |        |        |       
|                                                       |                       |        |        |        |        |        |       
|                                                       |                       |        |        |        |        |        |       
|OTHER                                                  | Nominal amount        | 1      | -      | -      | -      | -      | -     
|                                                       |                       |        |        |        |        |        |       
|                                                       |                       |        |        |        |        |        |       
|To buy GBP against other foreign currency              |                       |        |        |        |        |        |       
|                                                       |                       |        |        |        |        |        |       
|                                                       |                       |        |        |        |        |        |       
|                                                       |                       |        |        |        |        |        |       
|OTHER                                                  | Nominal amount        | 36     | -      | -      | -      | -      | -     
|                                                       |                       |        |        |        |        |        |       
|                                                       |                       |        |        |        |        |        |       
|OPTIONS                                                |                       |        |        |        |        |        |       
|                                                       |                       |        |        |        |        |        |       
|                                                       |                       |        |        |        |        |        |       
|To sell USD against the foreign currency               |                       |        |        |        |        |        |       
|                                                       |                       |        |        |        |        |        |       
|AUD                                                    | Nominal amount        | 70     | -      | -      | -      | -      | -     
|                                                       | Average contract rate | 0.5643 | -      | -      | -      | -      | -     
|                                                       |                       |        |        |        |        |        |       
|GBP                                                    | Nominal amount        | 9      | -      | -      | -      | -      | -     
|                                                       | Average contract rate | 1.7100 | -      | -      | -      | -      | -     
|                                                       |                       |        |        |        |        |        |       
|EUR                                                    | Nominal amount        | 325    | -      | -      | -      | -      | -     
|                                                       | Average contract rate | 0.9418 | -      | -      | -      | -      | -     
|                                                       |                       |        |        |        |        |        |       



---

In the second quarter of 2003, the Company changed the
disclosure alternative for reporting currency derivatives from sensitivity
analysis to fair value presentation. Information for the Company's currency
derivatives outstanding as at 31 December 2002 is presented below for
comparative purposes. The reason for the change is that the fair value
presentation provides greater detail regarding the Company's currency
derivatives.



|In US$ millions,
      except for average contract rate |                       |       |       |       |       |       |       |                                  |                 
|------------------------------------------------------- | --------------------- | ----- | ----- | ----- | ----- | ----- | ----- | -------------------------------- | ----------------
|                                                        | 2003                  | 2004  | 2005  | 2006  | 2007  | 2008  | 2009  | Total
      Nominal
      Amount | Fair
      Value
|                                                        |                       |       |       |       |       |       |       |                                  |                 
|To purchase USD against the foreign currency            |                       |       |       |       |       |       |       |                                  |                 
|                                                        |                       |       |       |       |       |       |       |                                  |                 
|CHF                                                     | Nominal amount        | 60    | 18    | 5     | 3     | -     | -     | -                                | 86              
|                                                        | Average contract rate | 1.085 | 1.460 | 1.203 | 1.190 | -     | -     | -                                |                 
|                                                        |                       |       |       |       |       |       |       |                                  |                 
|GBP                                                     | Nominal amount        | 15    | -     | -     | -     | -     | -     | -                                | 15              
|                                                        | Average contract rate | 1.541 | -     | -     | -     | -     | -     | -                                |                 
|                                                        |                       |       |       |       |       |       |       |                                  |                 
|To sell USD against the foreign currency                |                       |       |       |       |       |       |       |                                  |                 
|                                                        |                       |       |       |       |       |       |       |                                  |                 
|AUD                                                     | Nominal amount        | 186   | 122   | -     | -     | -     | -     | -                                | 308             
|                                                        | Average contract rate | 0.532 | 0.550 | -     | -     | -     | -     | -                                |                 
|                                                        |                       |       |       |       |       |       |       |                                  |                 
|BRL                                                     | Nominal amount        | 29    | -     | -     | -     | -     | -     | -                                | 29              
|                                                        | Average contract rate | 3.400 | -     | -     | -     | -     | -     | -                                |                 
|                                                        |                       |       |       |       |       |       |       |                                  |                 
|To purchase EUR against the foreign currency            |                       |       |       |       |       |       |       |                                  |                 
|                                                        |                       |       |       |       |       |       |       |                                  |                 
|GBP                                                     | Nominal amount        | 22    | 1     | -     | -     | -     | -     | -                                | 23              
|                                                        | Average contract rate | 0.641 | 0.637 | -     | -     | -     | -     | -                                |                 
|                                                        |                       |       |       |       |       |       |       |                                  |                 
|To sell EUR against the foreign currency                |                       |       |       |       |       |       |       |                                  |                 
|                                                        |                       |       |       |       |       |       |       |                                  |                 
|USD                                                     | Nominal amount        | 231   | 16    | 4     | 4     | 3     | 2     | -                                | 260             
|                                                        | Average contract rate | 0.977 | 0.953 | 0.959 | 0.960 | 0.963 | 0.968 | -                                |                 
|                                                        |                       |       |       |       |       |       |       |                                  |                 
|CHF                                                     | Nominal amount        | 128   | -     | -     | -     | -     | -     | -                                | 128             
|                                                        | Average contract rate | 1.457 | -     | -     | -     | -     | -     | -                                |                 

---



Any negative impact of currency movements on the currency
contracts that the Company has taken out to hedge identifiable foreign currency
commitments to purchase or sell goods and services, would be offset by an equal
and opposite favourable exchange impact on the commitments being hedged.
Transactions in currency related financial instruments for which there is no
underlying foreign currency exchange rate exposure to the Company are
prohibited. For accounting policies relating to currency contracts, see page 54
of the Annual Report.



Derivative Commodity Contracts



The effect of a reduction of 10% in aluminum prices on the
Company's aluminum forward and options contracts outstanding at 31 December 2003
would be to reduce net income over the period ending December 2005 by
approximately $26 million ($11 million in 2004 and $15 million in 2005). These
results reflect a 10% reduction from the 31 December 2003, three-month LME
aluminum closing price of $1,600 per tonne and assume an equal 10% drop has
occurred throughout the aluminum forward price curve existing as at 31 December
2003. The Company's aluminum forward contract positions, producing the above
results, are taken out to hedge future purchases of metal that are required for
firm sales and purchases commitments to fabricated products customers and to
hedge future sales. Consequently, any negative impact of movements in the price
of aluminum on the forward contracts would be offset by an equal and opposite
impact on the sales and purchases being hedged.



Transactions in metal related financial instruments for which
there is no underlying metal price exposure to the Company are prohibited,
except for a small trading portfolio of metal forwards not exceeding 24,000
tonnes, which is marked to market and which includes Pechiney. In addition, see
page 48 of the Annual
Report.





ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA



The information required is incorporated by reference to the
Annual Report, Consolidated Financial Statements and Notes thereto on pages 51
to 99 and the "Auditors' Report" on page 50 and the section entitled "Quarterly
Financial Data" on page 100.



The location of Financial Statements and other material
required under this Item is found under Item 15 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.





ITEM 9A CONTROLS AND PROCEDURES



(a) Evaluation of Disclosure Controls and
Procedures:



As of 31 December 2003, an evaluation was carried out under the
supervision and with the participation of the Company's management, including
the Chief Executive Officer and Chief Financial Officer, of the effectiveness of
the design and operation of Alcan's disclosure controls and procedures (as
defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of
1934). This evaluation extended to the disclosure controls and procedures in
place at Pechiney which became a Subsidiary on 15 December 2003. As a result of
the Pechiney Combination, Alcan's disclosure controls and procedures include
those of Pechiney. Pechiney's disclosure controls and procedures, which differ
in certain respects from those in the rest of Alcan, are being aligned with
those of Alcan as part of the post-acquisition integration process. Based upon
the evaluation, the Chief Executive Officer and Chief Financial Officer
concluded that Alcan's disclosure controls and procedures were effective.





---

(b) Changes in Internal Control over Financial
Reporting:



The Pechiney Combination resulted in certain
changes to Alcan's internal controls over consolidated financial reporting. The
operating results in the Consolidated Financial Statements exclude the results
of Pechiney, but other elements of financial reporting have changed, including
in relation to the balance sheet, information on cash flows and certain Notes to
the financial statements for the year ended 31 December 2003. Pechiney internal
controls over financial reporting are being aligned with those of Alcan as part
of the post-acquisition integration process.



---

PART III



Information in this part is based on information contained in
the Company's Proxy Circular dated 3 March 2004.



ITEM 10 DIRECTORS AND EXECUTIVE OFFICERS OF THE
REGISTRANT



A. IDENTIFICATION OF DIRECTORS

Alcan has a Worldwide Code of Employee and Business Conductthat governs all employees of Alcan as well as the Directors. As an annex to
the Code and supplemental thereto, the Company has adopted a Code of Ethics
for Senior Financial Officers including the CEO, the Chief Financial Officer
and Controller.

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

The following are nominees for election as
Directors

ROLAND
BERGER, 66, Director since 2002. Mr. Berger is non-executive chairman
of Munich-based Roland Berger Strategy Consultants, one of the leading global
strategy consultancies. In 1967 he founded this consulting firm which has
become a world leader. He is a member of various supervisory boards and
consultant groups, pursues extensive commitments in the public sector and is an
expert on corporate management and general economic and social issues.

(1), (3),
(5)





L. DENIS DESAUTELS,
O.C., F.C.A., 60, Director since 2003.Mr. Desautels is
executive-in-residence at the School of Management of the University of Ottawa.
He was Auditor General of Canada from 1991 to 2001, prior to which he had been a
senior partner of the accounting firm of Ernst & Young LLP. Mr. Desautels is
chairman of the Laurentian Bank of Canada, a director of The Jean Coutu Group
(PJC) Inc., a leading distributor of pharmaceuticals and related products, and
of Bombardier Inc. and a member of the Accounting Standards Oversight Council of
the Canadian Institute of Chartered Accountants.

(1), (2*),
(3)



TRAVIS ENGEN, 59, Director since 1996. See Item 10
(B) ("Identification of Executive Officers") below.



L. YVES FORTIER,
C.C, Q.C., 68, Director since 2002.Mr. Fortier is Chairman of the
Board of Alcan and is chairman and a senior partner of the law firm Ogilvy
Renault in Montreal since 1992. From 1988 to 1992, he was Ambassador and
Permanent Representative of Canada to the United Nations. He is also governor of
Hudson's Bay Company and a director of Nortel Networks Corporation, NOVA
Chemicals Corporation and the Royal Bank of Canada. Mr. Fortier is a trustee of
the International Accounting Standards Committee.

(1*), (4)





JEAN-PAUL JACAMON,
56, Director since 2004.Mr. Jacamon is non-executive chairman of
Bonna Sabla, a leading manufacturer of precast concrete products, and of
Gardiner Group, a distributor of electronic and surveillance systems. He was
previously chief operating officer and director of Schneider Electric from 1996
to 2002. He is also a director of Le Carbone Lorraine, a world specialist in
carbon and graphite products and their application, STACI, a leader in computer
software for business to business on the web, and AMEC plc, an international
engineering services company. He is also chairman of Eureka (a European
governmental organization responsible for research and development projects).
Mr. Jacamon has served on the Pechiney board of directors since 2002.

(1), (3)



---





WILLIAM R. LOOMIS,
JR., 55, Director since 2002.Mr. Loomis is in the graduate PhD.
Program at the University of California, Santa Barbara. He is limited managing
director of Lazard LLC, where he was formerly chief executive officer from
November 2000 to December 2001. He was previously managing director of Lazard
LLC from June 1995 to November 2000. He is a director of Ripplewood Holdings
LLC, an investment firm.

(1), (2),
(4)





YVES MANSION,
53, Director since 2004.Mr. Mansion is chief executive officer of
Société Foncière Lyonnaise since March 2002 and a member of the French Collège
de l'Autorité des marchés financiers since November 2003. He was group managing
director of Assurances Générales de France from 1990 to 2001. Mr. Mansion is a
member of the supervisory board of Euler Hermes and deputy director of
l'Entreprise de Recherche et d'activités pétrolières. Mr. Mansion has served on
the Pechiney board of directors since 1994.

(1), (2)



CHRISTINE
MORIN-POSTEL, 57,Director since 2003.Mrs. Morin-Postel was, from
September 2000 until 2003, executive vice president in charge of human resources
at Suez Group. She was previously chief executive officer of Société Générale de
Belgique from 1998 to 2001. Mrs. Morin-Postel is a director of Arlington Capital
Europe, 3i Group plc, a world leader in venture capital, and Pilkington plc, a
world leader in manufacturing of glass and glazing products.

(1), (2)





J.E. NEWALL, O.C.,
68, Director since 1985.Mr. Newall is chairman of NOVA Chemicals
Corporation since 1998. He is also chairman of Canadian Pacific Railway Limited
since 2001; he was vice-chairman and chief executive officer of NOVA Corporation
from 1991 to 1998. He is a director of Maple Leaf Foods Inc. and the Royal Bank
of Canada.

(1), (3*)





GUY SAINT-PIERRE,
C.C.,

(1), (2), (3), (5)





GERHARD SCHULMEYER,
65, Director since 1996.Mr. Schulmeyer is professor of practice at
the MIT Sloan School of Business since 2002. From 1998 until 2001, he was
president and chief executive officer of Siemens Corporation, a leading company
in steel, capital goods and services. He serves on the boards of Zurich
Financial Services, Ingram Micro Inc., and Korn/Ferry International as well as
the international advisory board of Banco Santander Central
Hispano.

(1), (2), (4), (5*)



PAUL M. TELLIER,
P.C., C.C., Q.C., 64, Director since 1998.Mr. Tellier is president
and chief executive officer and a director of Bombardier Inc. >From 1992 to
2002, he was president and chief executive officer of the Canadian National
Railway Company. He is a director of McCain Foods, Bell Canada and BCE Inc. He
is vice-chairman of the Canadian Council of Chief Executives and former chairman
of the Conference Board of Canada.

(1), (2),
(4*)

---



MILTON K. WONG,
C.M., 65, Director since 2003.Mr. Wong is chairman of HSBC Asset
Management (Canada) Limited since 1996 and Chancellor of Simon Fraser University
in British Columbia since June 1999. He serves as a director on the boards of
the Aga Khan Foundation Canada, the Canada-U.S. Fulbright Program, The Canadiana
Fund, The Canadian Institute for Advanced Research, Genome BC, Mr. and Mrs. P.A.
Woodward's Foundation, the Pierre Elliott Trudeau Foundation and Stem Cell
Network. He is the founder and past-chairman of The Laurier Institution, a
non-profit organization for advancing knowledge of the economics of cultural
diversity.

(1), (4)



Committee
Memberships

1. Corporate
Governance

2. Audit

3. Human Resources

4. Environment, Health &
Safety

5. Nominating



* Committee
Chairman





B. IDENTIFICATION OF EXECUTIVE OFFICERS



The following is certain information with respect to Alcan's
Executive Officers:



TRAVIS ENGEN, 59, President and Chief Executive Officer
and Director since 1996. Mr. Engen has been President and CEO of Alcan since
March 2001. Prior to joining the Company on 12 March 2001, Mr. Engen was
chairman and chief executive of ITT Industries, Inc. from 1995 until 2001. He is
a member of the U.S. Government's Defense Business Board. He is a director of
Lyondell Chemical Company and the Canadian Council of Chief Executives and is
chairman of the International Aluminium Institute.



RICHARD B. EVANS, 56, Executive Vice President, Office
of the President. Mr. Evans has held this position since 1 January 2002 and
oversees three of Alcan's six Business Groups: Primary Metal, Bauxite and Alumina, and Engineered Products. Prior to taking on this role,
Mr. Evans was based in Zurich and was responsible for the integration of the
Company and Algroup following the Algroup Combination. He has held several
positions within the Company: Executive Vice President, President, Aluminum
Fabrication, Europe (March 1999), Executive Vice President, Fabricated
Products-North America and President of Alcan Aluminum Corporation (July
1997) and Senior Advisor, Corporate Development (January 1997). Prior to joining
the Company in January 1997, Mr. Evans held senior management positions with
Kaiser Aluminum & Chemical Corporation. Mr. Evans is a director of Bowater
Incorporated.



BRIAN W. STURGELL, 54, Executive Vice President, Office
of the President. Mr. Sturgell has held this position since 1 January 2002
and oversees three of Alcan's six Business Groups: Rolled Products Americas and
Asia, Rolled Products Europe, and Packaging. He has held several positions with
the Company: Executive Vice President, Aluminum Fabrication, Americas and
Asia (November 2000), Executive Vice President, Corporate Development
(January 1999), Executive Vice President, Asia/Pacific (July 1997) and
Executive Vice President, Fabricated Products, North America and
President of Alcan Aluminum Corporation (1996).



GEOFFERY E. MERSZEI, 52, Executive Vice President and
Chief Financial Officer. Mr. Merszei joined the Company in September 2001.
Prior to his current position, he was vice president and treasurer of The Dow
Chemical Company. He worked for over 20 years in senior financial positions with
Dow.

DANIEL GAGNIER, 57, Senior Vice President, Corporate
and External Affairs. Mr. Gagnier's responsibilities include corporate
communications, government relations and environment, health and safety. Mr. Gagnier was appointed Vice President, Corporate Affairs, in December 1994, and
in 1995 his responsibilities were expanded to include environment, occupational
health and safety issues for Alcan on a worldwide basis. Prior to joining Alcan,
Mr. Gagnier held senior administrative positions with the Government of
Canada.

---



DAVID L. McAUSLAND, 50, Senior Vice President, Mergers
and Acquisitions and Chief Legal Officer. Mr. McAusland has held this
position since October 2000 and his responsibilities include worldwide legal and
regulatory affairs, mergers, acquisitions and major transactions as well as
corporate development initiatives. He joined the Company in June 1999 as Vice
President, Chief Legal Officer and Secretary. Prior to joining, he was managing
partner at Byers Casgrain, a Montreal law firm, and was president of the
Montreal Board of Trade. Mr. McAusland is a director of Cogeco Inc., Cogeco
Cable Inc. and Cascades Inc.



GASTON OUELLET, 61, Senior Vice President, Human
Resources. Mr. Ouellet has held this position since October 2000. He was
appointed Vice President, Human Resources in April 1993. Mr. Ouellet joined the
Company in 1967.



MICHAEL HANLEY, 38, Senior Vice President, Alcan Inc.,
President and Chief Executive Officer, Alcan Bauxite and Alumina.Mr. Hanley has held this position since 1 January 2002. He has held several
positions with the Company: Vice President, Investor Relations (September 2000),
Vice President and Assistant Financial Controller, Global Fabrication(July 1999) and Director, Finance, Bauxite, Alumina and Chemicals
Group (June 1998). Prior to joining the Company in June 1998, Mr. Hanley was
vice president and chief financial officer of Gaz Metropolitain
Inc.



CYNTHIA CARROLL, 47, Senior Vice President, Alcan Inc.,
President and Chief Executive Officer, Alcan Primary Metal.Mrs. Carroll has held this position since 1 January 2002 and her
responsibilities include Alcan primary metal facilities and power generation
installations. She has held several positions with the Company: Vice President,
President Bauxite, Alumina and Specialty Chemicals (1999), Managing
Director of Aughinish Alumina Limited (1996) and Vice President/General Manager
of Alcan Foil Products (1991).



MARTHA FINN BROOKS, 45,Senior Vice President, Alcan
Inc., President and Chief Executive Officer, Alcan Rolled Products Americas
and Asia.Mrs. Brooks joined the Company in this capacity on 1
August 2002. Prior to joining the Company, she was vice president, engine
business, marketing, sales and engineering worldwide at Cummins Inc. During her
16 years with her previous employer, she held various senior positions in
business development, marketing, sales and general management positions. Mrs.
Brooks is a director of International Paper Co.



CHRISTOPHER BARK-JONES, 57, Senior Vice President, Alcan
Inc., President and Chief Executive Officer, Alcan Rolled Products,
Europe.Mr. Bark-Jones has held this position since 1 January
2002. Mr. Bark-Jones has held several positions with the Company: Vice
President, Corporate Development and Chief Financial Officer,Alcan
Europe (August 2000), Chairman and Chief Executive Officer of Indian
Aluminum Company, Limited (1998) and Chief Financial Officer,Europe, Rolled
Products (1996).



MICHEL JACQUES, 51, Senior Vice President, Alcan Inc.,
President and Chief Executive Officer, Alcan Engineered Products.Mr. Jacques has held this position since 3 December 2003. Prior to the
Pechiney Combination, Mr. Jacques was Vice President, Strategic Management
Support, a position he held since 1 January 2002 and assisted the Office of the
President and the executive management team in addressing high value at stake
issues and providing expertise to business groups. He has also held various
positions with the Company: Director, Corporate Development (September 2000),
Vice President, Metal Management, Business Planning and Development, Alcan
Europe (1997), and Director, Metal Management, Logistics and Information
Technology (September 1996).

---



CHRISTEL BORIES, 39, Senior Vice President, Alcan Inc.,
President and Chief Executive Officer, Alcan Packaging.Mrs. Bories
has held this position since 3 December 2003. She joined Pechiney in April 1995
as Senior Vice President of Strategy and Control, and Secretary to the Executive
Committee. In 1998 she became Executive Vice President, member of the
Executive Committee of Pechiney. In January 1999, she was appointed head of the Packaging Sector of Pechiney.
She also supervised Pechiney's General
Procurement activities.



JEAN-DOMINIQUE SENARD,50, Senior Vice President,
Alcan Inc.,responsible for Alcan Primary Metal, Europe and Africa.Mr. Senard has held this position since 3 December 2003. He joined
Pechiney in October 1996 as Chief Financial Officer and member of Pechiney's
Executive Committee. He was appointed head of Pechiney's Primary Aluminum in
June 2001 and then head of the Primary Aluminum sector in 2003. He also
supervised Pechiney's Energy, Environment and Industrial Safety and Information
Systems departments.

PIERRE VAREILLE, 46, Senior Vice President, Alcan
Inc.Mr. Vareille has held this position since 3 December 2003. Prior to the
Pechiney Combination, he was President then CEO of GFI Aerospace, a company
specialized in fasteners for Aerospace and High Tech industries based in Europe,
the USA and China, from 1995 to 1999. He joined Faurecia in 1999 as a member of
the Executive Committee and served as the CEO of the Exhaust Systems Business
Group. He joined Pechiney in June 2002 as Senior Vice President of the
Aerospace, Transportation and Industry Division, within the Aluminum Sector of
Pechiney. He was appointed member of the Executive Committee of Pechiney in
December 2002, and then head of the Aluminum conversion sector and Member of the
Executive Committee of Pechiney in March 2003.



PIERRE ARSENEAULT, 47, Vice President, Alcan Inc.Mr. Arseneault has held this position since 3 December 2003, and his
responsibilities include leading the integration of Pechiney within Alcan. In
his 23 years with Alcan, he has held different key positions. He was President
of Rolled Products North America from August 2000 to December 2003. In 1997 he
held the position of Vice President of South East Asia until August 2000. In his
first 15 years with Alcan, he held various positions in the Alcan Primary Metal
Group.



GLENN R. LUCAS, 50, Vice President and Treasurer,
Alcan Inc. Mr. Lucas was appointed Treasurer of the Company in April 1999
and his responsibilities include financing, foreign exchange risk management,
cash management and insurance. He has held various senior positions with the
Company in Asia: President, Alcan Japan (1998), President, Alcan Nikkei Asia
Company (1997) and Vice President, Planning & Finance, Alcan Pacific Limited
(1994). Mr. Lucas joined the Company in 1979.



THOMAS J. HARRINGTON, 45, Vice President and Controller,
Alcan Inc. Prior to joining the Company in November 2002, Mr. Harrington was
employed at General Electric Company, from 1997 to 2002, where he held several
accounting and financial positions, leading to his role as global controller for
GE Medical Systems. Prior to joining GE, Mr. Harrington was with Deloitte &
Touche LLP, in California, from 1991 to 1997.

ROY MILLINGTON,44, Corporate Secretary, Alcan Inc.Mr. Millington has held this position since July 2001. As senior legal





ITEM 11 EXECUTIVE COMPENSATION



The information required is incorporated by reference to the
Proxy Circular, pages 23 to 28, in the section entitled "Executive Officers'
Compensation".



---



ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT



Share Ownership of Certain Beneficial Owners



The following shareholder reported to the Securities and
Exchange Commission on Schedule 13G/A that it owned more than five percent of
Alcan's Common Shares. Except as set forth below, to Alcan's knowledge as of the
date of this report, no person owned beneficially five percent or more of
Alcan's Common Shares.



|Name and Address of Beneficial Owner                        | Amount and Nature of Beneficial
Ownership | Percent of Outstanding Common Shares
    Owned
|----------------------------------------------------------- | ----------------------------------------- | ----------------------------------------------
|FMR Corp.
      82 Devonshire Street
      Boston, MA 02109 | 19,026,552(1)                             | 5.904%                                        

(1) FMR Corp. ("FMR") is a parent holding company of investment
managers and registered investment advisers. It reported that it had sole power
to vote 2,001,328 shares, sole power to dispose of 18,234,188 shares and shared
power to vote or dispose of none of the shares in a filing with the SEC on Form
13G/A on 13 February 2003. FMR states in its filing that it does not have sole
power to vote or direct the voting of the shares owned directly by Fidelity
Management & Research Company ("Fidelity") Funds, which power resides with
the Funds' Boards of Trustees, and that Fidelity carries out the voting of the
shares under written guidelines established by the Funds' Boards of Trustees.
FMR notes in its filing that no one person's interest in the common stock is
more than five percent of the total outstanding common stock.

Share Ownership of Directors and Executive Officers

Directors and Executive Officers as a group beneficially own
321,043 Common Shares (including shares over which control or direction is
exercised). This represents 0.087% of Common Shares issued and outstanding. In
addition, Executive Officers as a group have Options (as defined in the Proxy
Circular) to purchase 3,218,060 Shares.

The following table lists ownership of Alcan's Common Shares by
each Director, by each executive officer named in the executive officers'
compensation table on page 23 of the Proxy Circular, and by all Directors and
Executive Officers as a group as of  3 March 2004.

---

|Name                                                                   | Current
      Beneficial
      Holdings | Shares
      Subject to
      Options1 | Stock
Price
      Appreciation
      Units2 | Number of
      Deferred Share
      Units | Restricted
      Share Units | Total    
|---------------------------------------------------------------------- | --------------------------------------- | -------------------------------------- | ------------------------------------------- | ------------------------------------------ | ---------------------------- | ---------
|Roland Berger (D)                                                      | -                                       | N/A                                    | N/A                                         | 2,9063                                     | N/A                          | 2,906    
|L. Denis Desautels (D)                                                 | 297                                     | N/A                                    | N/A                                         | 1,1503                                     | N/A                          | 1,447    
|Travis Engen (D, O)                                                    | 225,500                                 | 1,244,000                              | N/A                                         | 1,8793                                     | N/A                          | 1,471,379
|L. Yves Fortier (D)                                                    | 1,000                                   | N/A                                    | N/A                                         | 7,2193                                     | N/A                          | 8,219    
|Jean-Paul Jacamon (D)                                                  | 136                                     | N/A                                    | N/A                                         | -                                          | N/A                          | 136      
|William R. Loomis (D)                                                  | 10,000                                  | N/A                                    | N/A                                         | 4,0553                                     | N/A                          | 14,055   
|Yves Mansion (D)                                                       | -                                       | N/A                                    | N/A                                         | -                                          | N/A                          | -        
|Christine Morin-Postel (D)                                             | -                                       | N/A                                    | N/A                                         | 1,3663                                     | N/A                          | 1,366    
|J.E. Newall (D)                                                        | 8,532                                   | N/A                                    | N/A                                         | 10,1033                                    | N/A                          | 18,635   
|Guy Saint-Pierre (D)                                                   | 15,005                                  | N/A                                    | N/A                                         | 6,1183                                     | N/A                          | 21,123   
|Gerhard Schulmeyer (D)                                                 | 2,106                                   | N/A                                    | N/A                                         | 5,9763                                     | N/A                          | 8,082    
|Paul M. Tellier (D)                                                    | 1,949                                   | N/A                                    | N/A                                         | 9,1373                                     | N/A                          | 11,086   
|Milton K. Wong (D)                                                     | 40,000                                  | N/A                                    | N/A                                         | 2,3003                                     | N/A                          | 42,300   
|Richard B. Evans (O)                                                   | 25,000                                  | 281,500                                | 75,000                                      | 13,8104                                    | -                            | 395,310  
|Brian W. Sturgell (O)                                                  | 6,708                                   | 326,050                                | N/A                                         | 3,0685                                     | 7,1996                       | 343,025  
|Geoffery E. Merszei (O)                                                | 6,000                                   | 292,200                                | N/A                                         | -                                          | -                            | 298,200  
|Cynthia Carroll (O)                                                    | -                                       | 167,216                                | N/A                                         | -                                          | -                            | 167,216  
|All Directors and Officers
      as a group
      (32
    individuals) | 321,043                                 | 3,218,060                              | 256,500                                     | 75,744                                     | 23,377                       | 2,803,985





D- Director

O-
Officer

| | 
| | 

1

2



3



4



5



6

ITEM 13 CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS



INDEBTEDNESS OF DIRECTORS AND EXECUTIVE
OFFICERS



The information required is incorporated by reference to the
Proxy Circular, page 31, the section entitled "Indebtedness of Directors and
Executive Officers".



The interest rate is currently nil on all outstanding option
loans.



---



ITEM 14 PRINCIPAL ACCOUNTANT FEES AND SERVICES



The information required is incorporated by reference to the
Proxy Circular, pages 16 and 17, the sections entitled "Report of the Audit
Committee" and "Auditors".





PART IV



ITEM 15 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 51 to 99
      and the Auditors' Report on page 50 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)                                                                                                                                                                                               
|     |                                                                                                                                                                                                   
|     |                                                                                                                                                                                                   
|     |                                                                                                                                                                                                   
|     |                                                                                                                                                                                                   
|     |                                                                                                                                                                                                   
|     | (4)                                                                                                                                                                                               
|     |                                                                                                                                                                                                   
|     |                                                                                                                                                                                                   
|     |                                                                                                                                                                                                   
|     |                                                                                                                                                                                                   

---





| |  | 4.1.3  | Second
      Supplemental Indenture dated as of June 30, 1989 to the Indenture dated as
      of 15 May 1983 between Alcan Inc. and Bankers Trust Company, as Trustee.
      (Incorporated by reference to exhibit 4.3 to the Company's Registration
      Statement on Form S-3 (No. 33-29761) filed with the Commission on 7 July
      1989.)                              
| |  | ------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |        |                                                                                                                                                                                                                                                                                                                                                                               
| |  | 4.1.4  | Third
      Supplemental Indenture dated as of 19 June 1989 to the Indenture dated as
      of 15 May 1983 between Alcan Inc. and Bankers Trust Company, as Trustee.
      (Incorporated by reference to exhibit (4)(a) to the Company's Current
      Report on Form 8-K dated 26 July 1989 filed with the Commission on 26 July
      1989 (Commission File Number 1-3677).)
| |  |        |                                                                                                                                                                                                                                                                                                                                                                               
| |  | 4.1.5  | Fourth
      Supplemental Indenture dated as of 17 July 1990 to the Indenture dated as
      of 15 May 1983 between Alcan Inc. and Bankers Trust Company, as Trustee.
      (Incorporated by reference to exhibit 4.5 to the Company's Registration
      Statement on Form S-3 (No. 33-35977) filed with the Commission on 20 July
      1990.)                              
| |  |        |                                                                                                                                                                                                                                                                                                                                                                               
| |  | 4.1.6  | Fifth
      Supplemental Indenture dated as of 1 January 1995 to the Indenture dated
      15 May 1983 between Alcan Inc. and Bankers Trust Company, as Trustee.
      (Incorporated by reference to exhibit 4.6 to the Company's Registration
      Statement on Form S-3 (No. 333-76535) filed with the Commission on 19
      April 1999.)                                 
| |  |        |                                                                                                                                                                                                                                                                                                                                                                               
| |  | 4.1.7  | Sixth
      Supplemental Indenture dated as of 8 April 2002 to the Indenture dated 15
      May 1983 between Alcan Inc. and Bankers Trust Company, as Trustee.
      (Incorporated by reference to exhibit 4.7 to the Company's Registration
      Statement on Form S-3 (No. 333-85998) filed with the Commission on 11
      April 2002.)                                   
| |  |        |                                                                                                                                                                                                                                                                                                                                                                               
| |  | 4.1.8  | Form of
      Seventh Supplemental Indenture to the Indenture dated 15 May 1983
      between Alcan Inc. and Bankers Trust Company, as Trustee. (Incorporated by
      reference to exhibit 4.8 to the Company's Registration Statement on Form
      S-3 (No. 333-105999) filed with the Commission on 10 June 2003.)                                                        
| |  |        |                                                                                                                                                                                                                                                                                                                                                                               
| |  | 4.1.9  | Form of Eighth Supplemental
      Indenture to the Indenture dated 15 May 1983 between Alcan Inc. and
      Bankers Trust Company, as Trustee. (Incorporated by reference to exhibit
      4.9 to the Company's Registration Statement on Form S-3 (No. 333-110739)
      filed with the Commission on 25 November 2003.)                                                     
| |  |        |                                                                                                                                                                                                                                                                                                                                                                               
| |  | 4.1.10 | Specimen Form of Debt Security
      (Incorporated by reference to exhibit 4.1 to Form 8-A filed with the
      Commission on 10 September 2002.)                                                                                                                                                                                                                             
| |  |        |                                                                                                                                                                                                                                                                                                                                                                               
| |  | 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
      re-confirmed on 25 April 2002 between Alcan Inc. and CIBC Mellon Trust Company
      as Rights Agent, which Agreement includes the form of Rights Certificates.
      (Incorporated by reference to exhibit 4 to the Quarterly Report on Form
      10-Q for the quarter ended 30 June 2002.)                                           





---







| | (10) | Material
      Contracts
| | ---- | ------------------------
| |      |                         
| |      | 10.1                    
| |      |                         
| |      | 10.2                    
| |      |                         
| |      | 10.3                    
| |      |                         
| |      | 10.4                    
| |      |                         
| |      | 10.5                    
| |      |                         
| |      | 10.6                    
| |      |                         
| |      | 10.7                    
| |      |                         
| |      | 10.8                    
| |      |                         
| |      | 10.9                    
| |      |                         
| |      | 10.10                   
| |      |                         
| |      | 10.11                   
| |      |                         
| |      | 10.12                   
| |      |                         
| |      | 10.13                   
| |      |                         
| |      | 10.14                   
| |      |                         
| |      | 10.15                   

















---

| | (13)   | Annual
      Report. (Filed herewith.)                                                                 
| | ------ | -------------------------------------------------------------------------------------------------------
| |        |                                                                                                        
| | (14.1) | Worldwide Code of Employee and Business
      Conduct.(Filed
    herewith.)                            
| |        |                                                                                                        
| | (14.2) | Code of Ethics for Senior Financial
      Officers. (Filed
      herewith.)                            
| |        |                                                                                                        
| | (21)   | Subsidiaries
    and Related Companies of the Company. (Filed herewith.)                               
| |        |                                                                                                        
| | (23)   | Consent of
      Independent Accountants is on page74. (Attached
      hereto.)                        
| |        |                                                                                                        
| | (24)   | Powers of
      Attorney. (Filed herewith.)                                                            
| |        |                                                                                                        
| |        | 24.1                                                                                                   
| |        | 24.2                                                                                                   
| |        | 24.3                                                                                                   
| |        | 24.4                                                                                                   
| |        | 24.5                                                                                                   
| |        | 24.6                                                                                                   
| |        | 24.7                                                                                                   
| |        | 24.8                                                                                                   
| |        | 24.9                                                                                                   
| |        | 24.10                                                                                                  
| |        | 24.11                                                                                                  
| |        | 24.12                                                                                                  
| |        | 24.13                                                                                                  
| |        |                                                                                                        
| | (31.1) | Section 302
      Certification signed by Travis Engen on 12 March 2004. (Filed
      herewith.)       
| |        |                                                                                                        
| | (31.2) | Section 302
      Certification signed by Geoffrey E. Merszei on 12 March 2004. (Filed
      herewith.)
| |        |                                                                                                        
| | (32.1) | Section 906
      Certification signed by Travis Engen on 12 March 2004. (Filed
      herewith.)       
| |        |                                                                                                        
| | (32.2) | Section 906
      Certification signed by Geoffrey E. Merszei on 12 March 2004. (Filed
      herewith.)
| |        |                                                                                                        
| | (99)   | Proxy
      Circular. (Filed herewith.)                                                                







---



B.



The Company has filed reports on Form 8-K during the quarter
ended 31 December 2003



The report filed on 22 October 2003 contained a portion which
was furnished under Item 12 ("Results of Operations and Financial Condition").

---







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 INC.                              | 
|------------ | ---- | --------------------------------------- | 
|             |      |                                         | 
|             |      |                                         | 
|             |      |                                         | 
|12March 2004 | By : | *                                       | 
|             |      | L. Yves Fortier,Chairman of the
  Board





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 12 March 2004.



|/s/ Travis Engen                                                                                              
|--------------------------------------------------------------------------------------------------------------
|Travis Engen, Director,
      President and Chief Executive Officer
      (Principal Executive
      Officer)*
|Roland Berger, Director                                                                                       
|                                                                                                              
|*                                                                                                             
|L. D. Desautels, Director                                                                                     
|                                                                                                              
|*                                                                                                             
|L. Yves Fortier, Chairman of the Board                                                                        
|                                                                                                              
|*                                                                                                             
|Jean-Paul Jacamon, Director                                                                                   
|                                                                                                              
|*                                                                                                             
|William R. Loomis, Director                                                                                   
|                                                                                                              
|*                                                                                                             
|Yves Mansion, Director                                                                                        
|                                                                                                              
|*                                                                                                             
|C. Morin-Postel, Director                                                                                     
|                                                                                                              
|*                                                                                                             
|J. E. Newall, Director                                                                                        
|                                                                                                              

---



|*                                                                                                            
|-------------------------------------------------------------------------------------------------------------
|Guy Saint-Pierre, Director                                                                                   
|                                                                                                             
|*                                                                                                            
|Gerhard Schulmeyer, Director                                                                                 
|                                                                                                             
|*                                                                                                            
|Paul M. Tellier, Director                                                                                    
|                                                                                                             
|*                                                                                                            
|M. K. Wong, Director                                                                                         
|                                                                                                             
|                                                                                                             
|/s/ Geoffery E. Merszei                                                                                      
|Geoffery E. Merszei, Executive Vice President and Chief Financial
      Officer (Principal Financial Officer)
|                                                                                                             
|/s/ Thomas J. Harrington                                                                                     
|Thomas J. Harrington,
      Vice President and Controller
      (Principal Accounting
      Officer)         

* By: Roy Millington as
Attorney-in-fact



---



CONSENT OF INDEPENDENT ACCOUNTANTS







We hereby consent to the incorporation by reference in the
Registration Statements on Form S-8 (Nos. 33-6070, 33-34716, 33-61790, 333-89711
and 333-111555) and on Form S-3 (Nos. 2-78568, 2-78713, 33-82754, 333-83336,
333-85998, 333-105999 and 333-110739) of Alcan Inc., of our report, dated 5
March 2004 relating to the financial statements and our comments by auditors on
Canada-U.S. Reporting Difference dated 5 March 2004 which appear on page 50 of
the 2003 Annual Report to Shareholders, which is incorporated by reference in
this Annual Report on Form 10-K.





Montreal, Canada

12 March 2004



| | /s/ PricewaterhouseCoopers LLP
| | ------------------------------
| | PricewaterhouseCoopers
    LLP



---