Amended and Restated Certificate of Incorporation



 Exhibit 4.1 

AMENDED AND RESTATED 

CERTIFICATE OF INCORPORATION 

OF 

NORANDA ALUMINUM HOLDING CORPORATION 
  

 
 Noranda
Aluminum Holding Corporation (the “Corporation”), f/k/a Music City Holding Corporation, a corporation organized and existing under the laws and by virtue of the General Corporation Law of the State of Delaware, 

DOES HEREBY CERTIFY: 

1. The name of the Corporation is NORANDA ALUMINUM HOLDING CORPORATION. 

2. The Corporation was originally incorporated under the name Music City Holding Corporation. The date of filing of the original
Certificate of Incorporation of the Corporation with the Secretary of State of the State of Delaware was March 27, 2007. 

3. This Amended and Restated Certificate of Incorporation amends and restates the Certificate of Incorporation of the Corporation and has
been duly adopted by the Board of Directors of the Corporation by unanimous written consent in lieu of a meeting in accordance with Sections 141(f), 242, and 245 of the General Corporation Law of the State of Delaware and by the stockholders of the
Corporation by written consent in lieu of a meeting thereof in accordance with Sections 228, 242 and 245 of the DGCL. 
 4. The
Certificate of Incorporation of the Corporation, as amended hereby, shall, upon the effectiveness hereof, read in its entirety, as follows: 

ARTICLE I 

The name of the Corporation (hereinafter called the “Corporation”) is: 

NORANDA ALUMINUM HOLDING CORPORATION 

ARTICLE II 

The address of the Corporation’s registered office in the State of Delaware is c/o The Corporation Trust Company, The Corporation
Trust Center, 1209 Orange Street in the City Wilmington, County of New Castle, State of Delaware 19801. The name of the Corporation’s registered agent at such address is The Corporation Trust Company. 







 ARTICLE III 

The purpose of the Corporation shall be to engage in any lawful act and activity for which corporations may be organized and incorporated
under the General Corporation Law of the State of Delaware, as the same may be amended and supplemented. 
 ARTICLE IV 

 Section 1. Authorized Shares. The total number of shares of all classes of stock that the Corporation shall have
authority to issue is 225,000,000 shares, of which 200,000,000 shares shall be common stock, $0.01 par value (“Common Stock”) and 25,000,000 shares shall be preferred stock, $0.01 par value (“Preferred Stock”). 

Section 2. Common Stock. Except as otherwise required by applicable law, all shares of Common Stock shall be identical in all
respects and shall entitle the holders thereof to the same rights, subject to the same qualifications, limitations and restrictions. The terms of the Common Stock set forth below shall be subject to the express terms of any series of Preferred
Stock. 
 (a) Voting Rights. Except as otherwise required by applicable law, the holders of Common Stock shall be
entitled to one vote per share on all matters to be voted on by the Corporation’s stockholders. No stockholder of the Corporation shall be entitled to exercise any right of cumulative voting. 

(b) Dividends. The holders of Common Stock shall be entitled to receive, as, if and when declared by the Board of Directors of the
Corporation (the “Board”) out of the funds of the Corporation legally available therefor, such dividends (payable in cash, stock or otherwise) as the Board may from time to time determine, payable to stockholders of record on such dates,
not exceeding 60 days preceding the dividend payment dates, as shall be fixed for such purpose by the Board in advance of payment of each particular dividend. 

(c) Liquidation. In the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary,
after the distribution or payment of any liabilities and accrued but unpaid dividends and any liquidation preferences on any outstanding Preferred Stock, the remaining assets of the Corporation available for distribution to stockholders shall be
distributed among and paid to the holders of Common Stock ratably in proportion to the number of shares of Common Stock held by them respectively. 

Section 3. Preferred Stock. The Board is authorized to provide for the issuance from time to time of shares of Preferred
Stock in one or more series and, by filing a certificate (a “Preferred Stock Certificate of Designation”) pursuant to the applicable provisions of the Delaware General Corporation Law (the “DGCL”), to establish from time to time
the number of shares to be included in each such series, with such powers, designations, preferences and relative, participating, optional or other rights, if any, and qualifications, limitations or restrictions thereof, if any, as are stated and
expressed in the resolution or resolutions providing for the issuance thereof adopted by the Board (as such resolutions may be amended by a resolution or resolutions subsequently adopted by the Board), and as are not stated and expressed

  

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in this Restated Certificate of Incorporation, including, but not limited to, determination of any of the following: 

(a) the distinctive designation of the series, whether by number, letter or title, and the number of shares which will constitute the
series, which number may be increased or decreased (but not below the number of shares then outstanding and except to the extent otherwise provided in the applicable Preferred Stock Certificate of Designation) from time to time by action of the
Board; 
 (b) the dividend rate, if any, and the times of payment of dividends, if any, on the shares of the series, whether
such dividends will be cumulative and, if so, from what date or dates, and the relation which such dividends, if any, shall bear to the dividends payable on any other class or classes of stock; 

(c) the price or prices at which, and the terms and conditions on which, the shares of the series may be redeemed at the option of the
Corporation; 
 (d) whether or not the shares of the series will be entitled to the benefit of a retirement or sinking fund to
be applied to the purchase or redemption of such shares and, if so entitled, the amount of such fund and the terms and provisions relative to the operation thereof; 

(e) the amounts payable on, and the preferences, if any, of the shares of the series in the event of any voluntary or involuntary
liquidation, dissolution or winding up of the affairs of the Corporation; 
 (f) whether or not the shares of the series will be
convertible into, or exchangeable for, any other shares of stock of the Corporation or other securities and, if so convertible or exchangeable, the conversion price or prices, or the rates of exchange, and any adjustments thereof, at which such
conversion or exchange may be made, and any other terms and conditions of such conversion or exchange; 
 (g) whether or not the
shares of the series will have priority over or be on a parity with or be junior to the shares of any other series or class of stock in any respect, or will be entitled to the benefit of limitations restricting the issuance of shares of any other
series or class of stock, restricting the payment of dividends on or the making of other distributions in respect of shares of any other series or class of stock ranking junior to the shares of the series as to dividends or assets, or restricting
the purchase or redemption of the shares of any such junior series or class, and the terms of any such restriction; 
 (h)
whether or not the shares of the series will have voting rights in addition to any voting rights provided by law and, if so, the terms of such voting rights; and 

(i) any other terms of the shares of the series. 
  


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 ARTICLE V 

Section 1. General Powers. Except as otherwise provided by applicable law or this Amended and Restated Certificate of
Incorporation, in each case as the same may be amended and supplemented, the business and affairs of the Corporation shall be managed by or under the direction of the Board. 

Section 2. Number of Directors. The number of directors that shall constitute the whole Board shall be as determined from
time to time by a majority of the Board, provided that in no event shall the total number of directors constituting the entire Board be less than three (3) nor more than fifteen (15). Election of directors need not be by written ballot.

 Section 3. Classes of Directors; Term of Office. The Board shall be and is divided into three classes, as nearly
equal in number as possible, designated: Class I, Class II and Class III. In case of any increase or decrease, from time to time, in the number of directors, the number of directors in each class shall be apportioned as nearly equal as possible. No
decrease in the number of directors shall shorten the term of any incumbent director. 
 Each director shall serve for a
term ending on the date of the third annual meeting following the annual meeting at which such director was elected; provided, that each director initially appointed to Class I shall serve for a term expiring at the Corporation’s annual
meeting of stockholders held in 2011; each director initially appointed to Class II shall serve for a term expiring at the Corporation’s annual meeting of stockholders held in 2012; and each director initially appointed to Class III shall serve
for a term expiring at the Corporation’s annual meeting of stockholders held in 2013; provided, further, that the term of each director shall continue until the election and qualification of his successor and be subject to his
earlier death, resignation or removal. 
 Section 4. Quorum. Except as otherwise provided by law, this
Amended and Restated Certificate of Incorporation or the Bylaws, a majority of the total number of directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board, but in no event shall less than
one-third of the directors constitute a quorum. A majority of the directors present (though less than such quorum) may adjourn the meeting from time to time without further notice. 

Section 5. Manner of Acting. Every act or decision done or made by the majority of the directors present at a meeting at
which a quorum is present shall be regarded as the act of the Board, unless the act of a greater number is required by law, this Amended and Restated Certificate of Incorporation or the Bylaws, in each case as the same may be amended and
supplemented. 
 Section 6. Vacancies. Any vacancy or newly created directorships in the Board, however occurring,
shall be filled only by a majority of the directors then in office, although less than a quorum, or by a sole remaining director, except as otherwise provided by law and the Amended and Restated Securityholders Agreement, dated as of May 19, 2010,
as amended from time to time, by and among the Corporation and the holders that are parties thereto (the “Securityholders Agreement”), and shall not be filled by the stockholders of the Corporation. A

  

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director elected to fill a vacancy shall hold office until the next election of the class for which such director shall have been chosen, subject to the election and qualification of a successor
and to such director’s earlier death, resignation or removal. 
 If any applicable provision of the DGCL expressly confers
power on stockholders to fill such a directorship at a special meeting of stockholders, such a directorship may be filled at such meeting only by the affirmative vote of the holders of a majority of the votes which all the stockholders would be
entitled to cast in any annual election of directors or class of directors. 
 Section 7. Removal and Resignation of
Directors. Except to the extent otherwise provided by the Securityholders Agreement, directors may be removed only for cause, and only by the affirmative vote of the holders of a majority of the votes which all the stockholders would be entitled
to cast in any annual election of directors or class of directors. A director may resign at any time by filing his written resignation with the secretary of the Corporation. 

Section 8. Voting Rights of Preferred Stock. Notwithstanding the foregoing, whenever the holders of any one or more series of
Preferred Stock issued by the Corporation shall have the right, voting separately as a series or separately as a class with one or more such other series, to elect directors at an annual or special meeting of stockholders, the election, term of
office, removal, filling of vacancies and other features of such directorships shall be governed by the terms of this Amended and Restated Certificate of Incorporation (including any certificate of designations relating to any series of Preferred
Stock) applicable thereto, and such directors so elected shall not be divided into classes pursuant to this Article unless expressly provided by such terms. 

ARTICLE VI 

In furtherance and not in limitation of the rights, powers, privileges and discretionary authority granted or conferred by statute, the
Board is expressly authorized to make, alter, amend or repeal the Bylaws, without any action on the part of the stockholders of the Corporation and subject to any limitations that may be contained in such Bylaws, but any Bylaws adopted by the Board
may be amended, modified or repealed by the stockholders entitled to vote thereon. 
 ARTICLE VII 

Any action required or permitted to be taken by the holders of the Common Stock of the Corporation may be effected at a duly called
annual or special meeting of such holders, or may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by or on behalf of the holders of
outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. 

ARTICLE VIII 

Except as otherwise required by law and subject to the rights of the holders of any series of Preferred Stock, special meetings of the
stockholders of the Corporation may be called only by the Chairman of the Board or a majority of the members of the Board pursuant to a resolution 

 

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approved by the Board, and special meetings may not be called by any other person or persons. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in
the notice. 
 ARTICLE IX 

To the extent permitted by the DGCL, a director of the Corporation will not be liable to the Corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL (or any successor provision thereto), or (iv) for any transaction from which the director derived any improper personal benefit. Any repeal or
amendment or modification of this Article IX by the stockholders of the Corporation or by changes in applicable law, or the adoption of any provision of this Certificate of Incorporation inconsistent with this Article IX, will, to the extent
permitted by applicable law, be prospective only (except to the extent such amendment or change in applicable law permits the Corporation to provide a broader limitation on a retroactive basis than permitted prior thereto), and will not adversely
affect any limitation on the personal liability of any director of the Corporation at the time of such repeal or amendment or modification or adoption of such inconsistent provision. If any provision of the DGCL is amended to authorize corporate
action further eliminating or limiting the personal liability of directors, then the liability of our directors will be eliminated or limited to the fullest extent permitted by the DGCL, as so amended. 

ARTICLE X 

(a) Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she or a person of whom he or she is the legal representative is or was, at any time during which this
Amended and Restated Certificate of Incorporation is in effect (whether or not such person continues to serve in such capacity at the time any indemnification or payment of expenses pursuant hereto is sought or at the time any proceeding relating
thereto exists or is brought), a director or officer of the Corporation or is or was at any such time serving at the request of the Corporation as a director, officer, trustee, employee or agent of another corporation or of a partnership, joint
venture, trust or other enterprise, including service with respect to employee benefit plans maintained or sponsored by the Corporation (hereinafter, an “indemnitee”), whether the basis of such proceeding is alleged action in an official
capacity as a director, officer, trustee, employee or agent or in any other capacity while serving as a director, officer, trustee, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the
DGCL as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide
prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in
connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, trustee, employee or agent and 

 

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shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that except as provided in paragraph (c) of this Article X, the Corporation
shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board. The right to indemnification conferred in this
Article X shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition, such advances to be paid by the Corporation within twenty (20) days after the receipt by
the Corporation of a statement or statements from the claimant requesting such advance or advances from time to time; provided, however, that if DGCL requires, the payment of such expenses incurred by a director or officer in his or
her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) shall be made only upon delivery
to the Corporation of an undertaking (hereinafter, the “undertaking”) by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no
further right of appeal (a “final disposition”) that such director or officer is not entitled to be indemnified for such expenses under this Article X or otherwise. The rights conferred upon indemnitees in this Article X shall be contract
rights that vest at the time of such person’s service to or at the request of the Corporation and such rights shall continue as to an indemnitee who has ceased to be a director, officer, trustee, employee or agent and shall inure to the benefit
of the indemnitee’s heirs, executors and administrators. 
 (b) To obtain indemnification under this Article X, a claimant
shall submit to the Corporation a written request, including therein or therewith such documentation and information as is reasonably available to the claimant and is reasonably necessary to determine whether and to what extent the claimant is
entitled to indemnification. Upon written request by a claimant for indemnification pursuant to the first sentence of this paragraph (b), a determination, if required by applicable law, with respect to the claimant’s entitlement thereto shall
be made as follows: (i) if requested by the claimant, by Independent Counsel (as hereinafter defined), or (ii) if no request is made by the claimant for a determination by Independent Counsel, (A) by the Board by a majority vote of a
quorum consisting of Disinterested Directors (as hereinafter defined), (B) if a quorum of the Board consisting of Disinterested Directors is not obtainable or, even if obtainable, such quorum of Disinterested Directors so directs, by
Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to the claimant, or (C) if a quorum of Disinterested Directors so directs, by the stockholders of the Corporation. In the event the determination of
entitlement to indemnification is to be made by Independent Counsel at the request of the claimant, the Independent Counsel shall be selected by the Board unless there shall have occurred within two years prior to the date of the commencement of the
action, suit or proceeding for which indemnification is claimed a “Change of Control” as defined in the Amended and Restated Noranda Aluminum Holding Corporation Long-Term Incentive Plan, dated November 12, 2009, in which case the
Independent Counsel shall be selected by the claimant unless the claimant shall request that such selection be made by the Board. If it is so determined that the claimant is entitled to indemnification, payment to the claimant shall be made within
10 days after such determination. 
 (c) If a claim under paragraph (a) of this Article X is not paid in full by the
Corporation within thirty (30) days after a written claim pursuant to paragraph (b) of this Article X has been received by the Corporation (except in the case of a claim for advancement of

  

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expenses, for which the applicable period is twenty (20) days), the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if
successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any
proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standard of conduct which makes it permissible under the DGCL for the
Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board, Independent Counsel or stockholders) to have made a
determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the
Corporation (including its Board, Independent Counsel or stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard
of conduct. 
 (d) If a determination shall have been made pursuant to paragraph (b) of this Article X that the claimant is
entitled to indemnification, the Corporation shall be bound by such determination in any judicial proceeding commenced pursuant to paragraph (c) of this Article X. 

(e) The Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to paragraph (c) of this Article
X that the procedures and presumptions of this Article X are not valid, binding and enforceable and shall stipulate in such proceeding that the Corporation is bound by all the provisions of this Article X. 

(f) The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition
conferred in this Article X: (i) shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of this Amended and Restated Certificate of Incorporation, Bylaws, agreement, vote of
stockholders or Disinterested Directors or otherwise and (ii) cannot be terminated by the Corporation, the Board or the stockholders of the Corporation with respect to a person’s service prior to the date of such termination. Any
amendment, modification, alteration or repeal of this Article X that in any way diminishes, limits, restricts, adversely affects or eliminates any right of an indemnitee or his or her successors to indemnification, advancement of expenses or
otherwise shall be prospective only and shall not, without the written consent of the indemnitee, in any way diminish, limit, restrict, adversely affect or eliminate any such right with respect to any actual or alleged state of facts, occurrence,
action or omission then or previously existing, or any action, suit or proceeding previously or thereafter brought or threatened based in whole or in part upon any such actual or alleged state of facts, occurrence, action or omission. 

(g) The Corporation may maintain insurance, at its expense, to protect itself and any current or former director, officer, employee or
agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense,
liability or loss under the DGCL. To the extent that the Corporation maintains any policy or policies providing such insurance, each such current or former director or officer, and each such 

 

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agent or employee to which rights to indemnification have been granted as provided in paragraph (h) of this Article X, shall be covered by such policy or policies in accordance with its or
their terms to the maximum extent of the coverage thereunder for any such current or former director, officer, employee or agent. 

(h) The Corporation may, to the extent authorized from time to time by the Board or the Chief Executive Officer, grant rights to
indemnification, and rights to be paid by the Corporation the expenses incurred in defending any proceeding in advance of its final disposition, to any current or former employee or agent of the Corporation to the fullest extent of the provisions of
this Article X with respect to the indemnification and advancement of expenses of current or former directors and officers of the Corporation. 

(i) If any provision or provisions of this Article X shall be held to be invalid, illegal or unenforceable for any reason whatsoever:
(i) the validity, legality and enforceability of the remaining provisions of this Article X (including, without limitation, each portion of any paragraph of this Article X containing any such provision held to be invalid, illegal or
unenforceable, that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (ii) to the fullest extent possible, the provisions of this Article X (including, without limitation, each
such portion of any paragraph of this Article X containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

 (j) For purposes of this Article X: 

(i) “Disinterested Director” means a director of the Corporation who is not and was not a party to the matter in
respect of which indemnification is sought by the claimant. 
 (ii) “Independent Counsel” means a law
firm, a member of a law firm, or an independent practitioner, that is experienced in matters of corporation law and shall include any person who, under the applicable standards of professional conduct then prevailing, would not have a conflict of
interest in representing either the Corporation or the claimant in an action to determine the claimant’s rights under this Article X. 

(k) Any notice, request or other communication required or permitted to be given to the Corporation under this Article X shall be in
writing and either delivered in person or sent by telecopy, telex, telegram, overnight mail or courier service, or certified or registered mail, postage prepaid, return receipt requested, to the Secretary of the Corporation and shall be effective
only upon receipt by the Secretary. 
 ARTICLE XI 

Neither any contract or other transaction between the Corporation and any other corporation, partnership, limited liability company,
joint venture, firm, association, or other entity (an “Entity”), nor any other acts of the Corporation with relation to any other Entity will, in the absence of fraud, in any way be invalidated or otherwise affected by the fact that any
one or more of the directors or officers of the Corporation are pecuniarily or otherwise interested in, or are directors, officers, partners, or members of, such other Entity (such directors, officers, and

  

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Entities, each a “Related Person”). Any Related Person may be a party to, or may be pecuniarily or otherwise interested in, any contract or transaction of the Corporation,
provided, that the fact that such person is a Related Person is disclosed or is known to the Board or a majority of directors present at any meeting of the Board at which action upon any such contract or transaction is taken; and any director
of the Corporation who is also a Related Person may be counted in determining the existence of a quorum at any meeting of the Board during which any such contract or transaction is authorized and may vote thereat to authorize any such contract or
transaction, with like force and effect as if such person were not a Related Person. Any director of the Corporation may vote upon any contract or any other transaction between the Corporation and any subsidiary or affiliated corporation without
regard to the fact that such person is also a director or officer of such subsidiary or affiliated corporation. 
 Any contract,
transaction or act of the Corporation or of the directors that is ratified at any annual meeting of the stockholders of the Corporation, or at any special meeting of the stockholders of the Corporation called for such purpose, will, insofar as
permitted by applicable law, be as valid and as binding as though ratified by every stockholder of the Corporation; provided, however, that any failure of the stockholders to approve or ratify any such contract, transaction or act,
when and if submitted, will not be deemed in any way to invalidate the same or deprive the Corporation, its directors, officers or employees, of its or their right to proceed with such contract, transaction or act. 

Subject to any express agreement that may from time to time be in effect, (x) any director or officer of the Corporation who is also
an officer, director, employee, managing director or other affiliate of Apollo Management VI, L.P. (“Apollo”) and (y) Apollo and its affiliates, may, and shall have no duty not to, in each case on behalf of Apollo or its affiliates
(the persons and entities in clauses (x) and (y), each a “Covered Apollo Person”), (i) carry on and conduct, whether directly, or as a partner in any partnership, or as a joint venturer in any joint venture, or as an officer,
director or stockholder of any corporation, or as a participant in any syndicate, pool, trust or association, any business of any kind, nature or description, whether or not such business is competitive with or in the same or similar lines of
business as the Corporation, (ii) do business with any client, customer, vendor or lessor of any of the Corporation or its affiliates, and (iii) make investments in any kind of property in which the Corporation may make investments. To the
fullest extent permitted by Section 122(17) of the DGCL, the Corporation hereby renounces any interest or expectancy of the Corporation to participate in any business of Apollo or its affiliates, and waives any claim against a Covered Apollo
Person and shall indemnify a Covered Apollo Person against any claim that such Covered Apollo Person is liable to the Corporation or its stockholders for breach of any fiduciary duty solely by reason of such person’s or entity’s
participation in any such business. The Corporation shall pay in advance any expenses incurred in defense of such claim as provided in Article X. In the event that a Covered Apollo Person acquires knowledge of a potential transaction or matter which
may constitute a corporate opportunity for both (x) the Covered Apollo Person, in his or her Apollo-related capacity, or Apollo or its affiliates and (y) the Corporation, the Covered Apollo Person shall not have any duty to offer or
communicate information regarding such corporate opportunity to the Corporation. To the fullest extent permitted by Section 122(17) of the DGCL, the Corporation hereby renounces any interest or expectancy of the Corporation in such corporate
opportunity and waives any claim against each Covered Apollo Person and shall indemnify a Covered Apollo Person against any claim, that such Covered Apollo Person is liable to the Corporation or its

  

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stockholders for breach of any fiduciary duty solely by reason of the fact that such Covered Apollo Person (i) pursues or acquires any corporate opportunity for its own account or the
account of any affiliate, (ii) directs, recommends, sells, assigns, or otherwise transfers such corporate opportunity to another person or (iii) does not communicate information regarding such corporate opportunity to the Corporation,
provided, however, in each case, that any corporate opportunity which is expressly offered to a Covered Apollo Person in writing solely in his or her capacity as an officer or director of the Corporation shall belong to the
Corporation. The Corporation shall pay in advance any expenses incurred in defense of such claim as provided in Article X. 

Any person or entity purchasing or otherwise acquiring any interest in any shares of capital stock of the Corporation shall be deemed to
have notice of and to have consented to the provisions of this Article XI. 
 This Article XI may not be amended, modified or
repealed without the prior written consent of Apollo. 
 ARTICLE XII 

The Corporation elects not to be governed by Section 203 of the DGCL. 

ARTICLE XIII 

The Corporation reserves the right at any time from time to time to amend, alter, change or repeal any provision contained in this
Certificate of Incorporation, and any other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner now or hereafter prescribed by law; and all rights, preferences and privileges of
whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to the right reserved in this Article.

 Notwithstanding anything to the contrary contained in this Amended and Restated Certificate of Incorporation, the
affirmative vote of the holders of at least a majority in voting power of all the shares of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to modify, amend or repeal,
this Amended and Restated Certificate of Incorporation; provided, however, that any modification, amendment or repeal to Article XI shall require the prior written approval of Apollo.  

ARTICLE XIV 

If any provision or provisions of this Amended and Restated Certificate of Incorporation shall be held to be invalid, illegal or
unenforceable as applied to any circumstance for any reason whatsoever: (i) the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Amended and Restated Certificate of
Incorporation (including, without limitation, each portion of any paragraph of this Amended and Restated Certificate of Incorporation containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid,
illegal or unenforceable) shall not in any way be affected or impaired thereby and (ii) to the fullest extent possible, the provisions of this 

 

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Amended and Restated Certificate of Incorporation (including, without limitation, each such portion of any paragraph of this Amended and Restated Certificate of Incorporation containing any such
provision held to be invalid, illegal or unenforceable) shall be construed so as to permit the Corporation to protect its directors, officers, employees and agents from personal liability in respect of their good faith service to or for the benefit
of the Corporation to the fullest extent permitted by law. 
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 IN WITNESS WHEREOF, NORANDA ALUMINUM HOLDING CORPORATION has caused this Amended and
Restated Certificate of Incorporation to be signed by Robert B. Mahoney, its Chief Financial Officer, this 18th day of May, 2010. 

NORANDA ALUMINUM HOLDING CORPORATION 

By:     /s/  Robert B. Mahoney     

Name: Robert B. Mahoney 

Title: Chief Financial Officer 
  

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