SC 14D9

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14D-9

SOLICITATION/RECOMMENDATION STATEMENT
under
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934

PECHINEY
(Name of subject company)

PECHINEY
(Name of person filing statement)

Common Shares, nominal value €15.25 per Common Share
American Depositary Shares, each representing one-half of a Common Share
(Title of class of securities)

705151207
(CUSIP Number of class of securities)

Olivier Mallet
Chief Financial Officer
7, place du Chancelier Adenauer
75116 Paris, France
+33 1 56 28 20 00
(Name, address and telephone number of person authorized to receive
notices and communications on behalf of the person filing statement)

Copy to:
George A. Casey, Esq.
Shearman & Sterling LLP
Broadgate West
9 Appold Street
London EC2A 2AP
United Kingdom
+44 20 7655 5000

o

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Item 1. Subject Company Information

        The name of the subject company is Pechiney, a corporation with a board of directors (société anonyme à conseil d'administration) incorporated under the laws of France ("Pechiney" or the "Company"). The address of the principal executive offices of the Company is 7, place du Chancelier Adenauer, 75116 Paris, France. The telephone number of the Company at its principal executive offices is +33 1 56 28 20 00. Pechiney is listed on Euronext Paris and the New York Stock Exchange and is a member of the FTSE4GOOD sustainable development index. Pechiney's three core businesses are primary aluminum, aluminum conversion and packaging.

        The title of securities of the Company to which this Solicitation/Recommendation Statement on Schedule 14D-9 (this "Statement") relates are the (a) common shares, nominal value €15.25 per share, of Pechiney (the "Pechiney Common Shares"), (b) American depositary shares of Pechiney (the "Pechiney ADSs" and, together with the Pechiney Common Shares, the "Shares"), with each Pechiney ADS representing one-half of one Pechiney Common Share, evidenced by American depository receipts, (c) Pechiney Bonus Allocation Rights (the "Pechiney BARs"), with ten Pechiney BARs being exchangeable for one issued and outstanding and fully paid Pechiney Common Share, and (d) convertible bonds of Pechiney (obligations convertibles et/ou échangeables en actions nouvelles ou existantes) (the "Pechiney OCEANEs" and, together with the Pechiney Common Shares, the Pechiney ADSs and the Pechiney BARs, the "Pechiney Securities").

        As of October 10, 2003, there were 82,903,722 Pechiney Common Shares outstanding (including the Pechiney Common Shares underlying the Pechiney ADSs), of which 3,437,710 Pechiney Common Shares were held by the Company and 982,669 Pechiney Common Shares were held by the Company's wholly owned subsidiary, Pechiney Nederland N.V. As of the same date, there were 4,290,140 Pechiney ADSs outstanding, representing 2,145,070 Pechiney Common Shares.

        The Pechiney BARs and the Pechiney OCEANEs are not registered under the Securities Exchange Act of 1934, as amended. As of October 10, 2003, there were 3,700 Pechiney BARs outstanding. As of the same date, there were 7,908,636 Pechiney OCEANEs outstanding.

Item 2. Identity and Background of Filing Person

        The filing person is the Company. The Company's name, business address and business telephone number are set forth in Item 1 above.

        This Statement relates to the tender offer by Alcan Inc., a Canadian corporation ("Alcan"), to exchange, upon the terms and subject to the conditions set forth in the Offer to Exchange relating to Alcan's tender offer, dated October 24, 2003 (the "Offer to Exchange"), and in the related letters of transmittal (a) for each Pechiney Common Share, each 10 Pechiney BARs or each two Pechiney ADSs tendered, (i) €24.60 in cash and (ii) the number of common shares of Alcan (the "Alcan Common Shares") equal to 22.9 divided by the "Reference Value", defined as the greater of (1) 27.4 and (2) the Average Value (as defined below), provided that this number of Alcan Common Shares shall in no event be less than 0.6001 (the "Share Consideration") and (b) for each Pechiney OCEANE tendered, €83.40 in cash (the combination of cash and Share Consideration being offered to the holders of Pechiney Securities being the "Offer Price"). The Share Consideration will be rounded to the nearest four decimal places (0.00005 being rounded to 0.0000).

        As a result, if the Average Value of the Alcan Common Shares is greater than or equal to €38.16, the Reference Value will be 38.16 and 0.6001 Alcan Common Shares will be issued (in addition to the cash consideration component) for each Pechiney Common Share, each 10 Pechiney BARs or each two Pechiney ADSs tendered, as the case may be. The Reference Value will therefore have a minimum value of 27.4 (which corresponds to a Share Consideration of 0.8358 Alcan Common Shares) and a maximum value of 38.16 (which corresponds to a Share Consideration of 0.6001 Alcan Common Shares).

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        The "Average Value" will be equal to the arithmetic average of the volume-weighted average daily trading prices of the Alcan Common Shares on the New York Stock Exchange as they appear on the Bloomberg on-line information service (code: VWAP) (expressed in U.S. dollars and translated into euros at each applicable day's noon buying rate in New York City for cable transfers in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York) for 10 U.S. trading days chosen at random by a French judicial officer (huissier de justice) from among the 30 U.S. trading days between, but not including, the 36^th and the 5^th U.S. trading day preceding the expiration date of the tender offer. The Average Value will be announced by Alcan by press release before the opening of the fifth French trading day before the expiration of the tender offer. By way of illustration, Pechiney has produced (in tabular form) a chart setting forth the theoretical aggregate amount of Share Consideration plus cash consideration a holder of Pechiney common shares may receive for each Pechiney common share tendered in the tender offer. A copy of this chart has been filed as Exhibit (a)(2) to this Statement.

        Alcan's tender offer is being made for all issued and outstanding Pechiney Securities, as well as for all Pechiney Common Shares that are held as treasury stock and all Pechiney Common Shares that are issued prior to the expiration of the tender offer due to the conversion of outstanding Pechiney OCEANEs or the exercise of Pechiney stock options. As of October 10, 2003, 3,912,818 Pechiney stock options were issued and outstanding, of which 2,098,413 stock subscription options entitle the holders thereof, upon exercise, to subscribe for 2,098,413 newly issued Pechiney Common Shares, and 1,814,405 stock purchase options entitle the holders thereof, upon exercise, to purchase 1,814,405 Pechiney Common Shares held in treasury by Pechiney.

        According to the Offer to Exchange, Alcan reserves the option to substitute an equivalent amount of cash in place of all or a portion of the Share Consideration to be issued in the tender offer, valued at the Average Value. Alcan will determine the portion, if any, of the Share Consideration to be substituted with cash, and will announce by press release the portion of the Offer Price to be paid in cash, before the opening of the fifth French trading day before the expiration of the tender offer.

        Further, if Pechiney Securities representing more than 95% of Pechiney's share capital and voting rights (on a fully diluted basis) are tendered in the tender offer (including any reopened offers pursuant to Article 5-2-3-1 of the General Regulation (the "CMF Regulation") of the Conseil des marchés financiers (the "CMF")), as indicated in the results of the tender offer published by the CMF, Alcan has stated in the Offer to Exchange that it will provide to the tendering holders of Pechiney Securities: (a) for each Pechiney Common Share tendered, an additional €1.00 in cash; (b) for each Pechiney BAR tendered, an additional €0.10 in cash; (c) for each Pechiney ADS tendered, an additional €0.50 in cash; and (d) for each Pechiney OCEANE tendered, an additional €0.40 in cash.

        According to Alcan's Tender Offer Statement on Schedule TO (as amended or supplemented from time to time, the "Schedule TO"), Alcan's offer to acquire the Pechiney Securities is made, subject to the terms and conditions set forth in the Schedule TO, through two separate offers: (a) a U.S. offer open to all holders of Pechiney Securities (other than Pechiney ADSs) who are located in the United States and Canada and to all holders of Pechiney ADSs wherever located (the "U.S. Offer"); and (b) a French offer open to all holders of Pechiney Securities (other than Pechiney ADSs) who are located in France and to holders of Pechiney Securities (other than Pechiney ADSs) who are located outside of France, the United States and Canada if, pursuant to the local laws and regulations applicable to such holders, they are permitted to participate in the French offer (the "International Offer", and together with the U.S. Offer, the "Offers"). The Schedule TO filed by Alcan with the U.S. Securities and Exchange Commission (the "SEC") on October 27, 2003 describes the Offers and includes the Offer to Exchange and the related letters of transmittal.

        According to the Offer to Exchange, the tender period for the Offers has been established on the basis of the International Offer's tender period, which is determined by the CMF, which solely determines whether or not to extend the International Offer period. Alcan itself cannot extend the International Offer period.

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        The Offer to Exchange states that the principal executive offices of Alcan are located at 1188 Sherbrooke Street West, Montreal, Quebec, Canada H3A 3G2, and the telephone number of Alcan at its principal executive offices is (+1 514) 848-8000.

Item 3. Past Contacts, Transactions, Negotiations and Agreements

        This Item 3 sets forth, to the knowledge of the Company as of the date hereof, all material agreements, arrangements or understandings and any actual or potential conflicts of interest between (a) the Company or its affiliates and (b)(i) the Company's executive officers, directors or affiliates or (ii) Alcan, its executive officers, directors or affiliates.

(a) Securities Ownership of Directors and Executive Officers; Stock Options

        If the directors and executive officers of the Company who own Pechiney Securities tender their Pechiney Securities for exchange pursuant to the Offers, they will receive the same consideration on the same terms and conditions as the other holders of Pechiney Securities. To the Company's knowledge, as of October 10, 2003, the directors (11 persons excluding the Chairman and Chief Executive) and the executive officers of the Company (6 persons) held, collectively, less than 0.1% of the outstanding Shares (excluding options to subscribe for or purchase Shares). To the Company's knowledge, none of the directors or executive officers own any of the outstanding Pechiney OCEANEs or Pechiney BARs.

        If the directors and executive officers of the Company were to tender all of their Pechiney Securities for exchange pursuant to the Offers and those Pechiney Securities were accepted for exchange and exchanged by Alcan, the directors and executive officers of the Company would receive, prior to the payment of any additional consideration resulting from the tender of Pechiney Securities representing more than 95% of Pechiney's share capital and voting rights on a fully diluted basis, an aggregate of €192,323 in cash and 6,534 Alcan Common Shares (assuming a Reference Value equal to 27.40, no election by Alcan to replace any portion of the Share Consideration with cash and the directors and executive officers of the Company not exercising any of their stock options).

        After the decision of the CMF on July 16, 2003 to declare Alcan's July 7, 2003 offer acceptable (recevable), all of the Pechiney stock options issued and outstanding on that date, pursuant to the terms of the agreements under which they were granted, vested and became exercisable by their respective holders. Other than Mr. Antoine Nordberg (who holds stock purchase options for 877 Pechiney Common Shares), none of the directors of the Company (excluding the Chairman and Chief Executive) hold stock options. As of October 10, 2003, the executive officers of the Company held options to subscribe for or purchase 986,499 Pechiney Common Shares, all of which were vested and exercisable as of that date. As of October 10, 2003, none of these options has been exercised.

(b) Compensation of Directors and Executive Officers

(i) Directors

        At their general meeting on May 18, 1998, the Pechiney shareholders voted to set aside an annual aggregate amount of €347,583.76 as attendance fees until further notice for the compensation of the Company's directors. In March 2002, the Pechiney board of directors (the "Pechiney Board") resolved to set individual compensation for attendance at meetings of the Pechiney Board at a maximum of €22,000 per year (determined as described below). This amount is increased to a maximum of €27,000 per year for directors who are also members of the Company's Audit Committee or members of the Company's Nomination and Compensation Committee. At December 31, 2002, members of the Company's Audit Committee or of the Company's Nomination and Compensation Committee were Messrs. Yves Mansion, H. Onno Ruding and Etienne Davignon. At December 31, 2002, directors eligible for compensation for attendance at meetings of the Pechiney Board set at a maximum of €22,000 were Ms. Germaine Gibara and Messrs. François Ailleret, Gérard Bouvier, Jean-Paul Jacamon, Antoine Nordberg and Tony Zanello. The directors who chair the Company's Audit Committee or the Company's Nomination and Compensation Committee are each entitled to a maximum of €32,000 per year. At December 31, 2002, Mr. Baudouin Prot

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was Chairman of the Company's Audit Committee and Mr. Jean-François Dehecq was Chairman of the Company's Nomination and Compensation Committee. Currently, Mr. H. Onno Ruding is Chairman of the Company's Audit Committee and Mr. Jean-François Dehecq is Chairman of the Company's Nomination and Compensation Committee. There is no additional compensation for attendance at the Company's Strategy and Development Committee.

        The compensation for attendance by the directors at meetings of the Pechiney Board is paid in two stages, one-half at a flat rate at the close of the first half of the year, including, if appropriate, the additional compensation due to the members and Chairman of the Company's Audit Committee or the Company's Nomination and Compensation Committee (the "Fixed Compensation Amount"), and the remainder at the end of the year on the basis of actual attendance by the directors at meetings of the Pechiney Board and of the committees, as the case may be.

        Accordingly, the following directors were compensated in 2002 as follows:

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of those directors who chaired the Audit Committee or the Nomination and Compensation Committee, Mr. Prot, who was also a member of the Nomination and Compensation Committee until March 28, 2002, received €28,444 and Mr. Dehecq received €29,714;



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of those directors who were members of the Audit Committee or the Nomination and Compensation Committee, Mr. Mansion received €27,000, Mr. Ruding received €25,500 and Mr. Davignon received €23,142. Ms. Lauvergeon, who was a director and member of the Audit Committee and the Nomination and Compensation Committee until December 16, 2002, received €27,000; and



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of those directors who were members of the Pechiney Board only, Mr. Ailleret received €19,800, Ms. Gibara received €19,800, Mr. Jacamon received €19,800, Mr. Nordberg received €12,100, Mr. Zanello received €12,100 and Mr. Bouvier received €12,100.

        There was no amount paid by Pechiney or its subsidiaries in 2002 to provide for pension, retirement or similar benefits to the members of the Pechiney Board serving as at December 31, 2002 other than legally required social and retirement expenses. During the first half of 2003, the directors received the Fixed Compensation Amount.

        Other than with the Chairman and Chief Executive, there are currently no directors service contracts with the Company or any of its subsidiaries providing for benefits upon termination of service.

(ii) Executive Officers

        General.    Each of the executive officers is also a member of the executive committee of the Company (the "Executive Committee"). Each member of the Executive Committee receives a fixed base salary plus variable compensation, which in the fiscal year 2003 represents between 60% and 80% of such executive officer's base salary. The amount of variable compensation of the executive officers (other than that of the Chairman and Chief Executive) for a fiscal year is determined by the Chairman and Chief Executive. The variable compensation for the fiscal year 2003 is expected to be paid prior to the end of 2003. In 2002, the aggregate fixed base compensation of the then seven members of the Executive Committee (including the Chairman and Chief Executive) at December 31, 2002 amounted to €2,449,000 and the aggregate variable compensation paid to the same seven members of the Executive Committee (related to Pechiney's 2001 financial results) amounted to €747,000.

        Compensation of the Chairman and Chief Executive.    The Chairman and Chief Executive generally receives a fixed base salary plus a variable amount of compensation, which in the fiscal year 2003 represents 80% of the base salary. The amount of variable compensation for a fiscal year payable to the Chairman and Chief Executive is determined by the Pechiney Board, acting on the recommendation of the Company's Nomination and Compensation Committee. The variable compensation for the fiscal year 2003 is expected to be paid prior to the end of 2003.

        During the fiscal year 2002, the gross base salary of the Chairman and Chief Executive was fixed at €690,000; the amount of variable compensation received by the Chairman and Chief Executive for

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the fiscal year 2002 totaled €407,100 (in accordance with the maximum of 60% of the fixed base salary then in effect). The amount of directors fees received in 2002 by the Chairman and Chief Executive with respect to his attendance at meetings of the Pechiney Board totaled €22,000. The amount of directors attendance fees received by the Chairman and Chief Executive, with respect to both the Fixed Compensation Amount and the portion related to the number of meetings actually attended, is identical to the amount received by other directors who are not members of a specific committee of the Pechiney Board. The total amount of all other benefits received by the Chairman and Chief Executive during the course of fiscal year 2002 totaled €4,391. In 2002, the Chairman and Chief Executive received no compensation or particular advantages from companies controlled by Pechiney, within the meaning of Article L.233-16 of the French Commercial Code.

        Pechiney Supplemental Pension Plan.    Pechiney provides each of its executive officers who have served as members of the Executive Committee for at least two years with supplemental retirement benefits under the Pechiney Group Supplemental Pension Plan (the "SRB Plan"), which took effect on September 11, 2000 and was amended as of August 1, 2003 by the Pechiney Board, acting on the recommendation of the Company's Nomination and Compensation Committee. Under the SRB Plan, upon reaching retirement age (minimum age 60) the executive officer will receive annual base benefits equal to a maximum of 65% of her or his average annual compensation (base compensation plus variable compensation) during the five years preceding retirement, subject to adjustments and limits set, in part, by reference to French Social Security pension indices, as well as deductions to take account of other retirement benefits.

        The SRB Plan also provides benefits for executive officers who have served as members of the Executive Committee for at least two years and whose employment is terminated by Pechiney (except in cases of termination for gross or willful misconduct (faute grave ou faute lourde)), before they reach retirement age, but after they have reached 50 years of age. In this case, pension benefits are subject to percentage reductions according to a sliding scale tied to the age at which employment terminates. If, within 12 months of an acquisition of control of Pechiney, the executive officer's employment with Pechiney is terminated or the executive officer resigns, a separate sliding scale applies in which the percentage reductions are smaller than in all other cases. The SRB Plan also provides for survivor benefits in the case of the death before retirement age of an executive officer entitled to receive benefits under the SRB Plan. In certain circumstances, Pechiney also undertakes to act as a guarantor of any benefits payable by a subsidiary of Pechiney and owed to the executive officer under the SRB Plan, if the executive officer's employment is terminated following a sale of such a subsidiary of Pechiney.

        The terms of the Chairman and Chief Executive's participation in the SRB Plan have been further specified by the Pechiney Board, acting on the recommendation of the Company's Nomination and Compensation Committee. The Chairman and Chief Executive is entitled to a supplemental pension under the SRB Plan, guaranteeing him a total annual income of 50% of the average of his total annual fixed and variable compensation over the past five years of employment. As in the case of the other executive officers, in the event the Chairman and Chief Executive's employment with Pechiney terminates at the election of Pechiney (other than following an acquisition of control) prior to his having attained 60 years of age, the supplemental pension payable to the Chairman and Chief Executive will be reduced based upon a sliding scale.

        Severance Arrangements with the Chairman and Chief Executive.    The Pechiney Board, acting on the recommendation of the Company's Nomination and Compensation Committee, has provided that in the event the Chairman and Chief Executive is dismissed (unless such dismissal is due to gross or willful misconduct (faute grave ou faute lourde)) or resigns for any reason within one year following an acquisition of control of Pechiney, he will receive a severance payment equal to three times the average total fixed and variable compensation paid to him during the three years preceding the year in which the Chairman and Chief Executive is dismissed or resigns. If the Chairman and Chief Executive was dismissed or resigned in

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2003 following an acquisition of control, the amount of the severance payment payable to him would be €2,881,946.

        The Pechiney Board, acting on the recommendation of the Company's Nomination and Compensation Committee, has further provided that, in the event of a departure from Pechiney resulting from the Chairman and Chief Executive's dismissal or resignation following an acquisition of control, the annual supplemental pension payable to the Chairman and Chief Executive under the SRB Plan, guaranteeing him a total annual income of 50% of the average of the Chairman and Chief Executive's total annual fixed and variable compensation over a five year period (without any percentage reduction or sliding scale based on the age of the Chairman and Chief Executive), will be calculated using: (1) the base compensation received by the Chairman and Chief Executive during the year preceding the last year of employment plus four times the base compensation payable to the Chairman and Chief Executive in the last year of employment (being five years of fixed compensation) and (2) variable compensation equal to (A) the variable compensation actually paid to the Chairman and Chief Executive in respect of the last two full years of employment and (B) three times 70% of the maximum variable compensation payable to the Chairman and Chief Executive in the fiscal year 2003 (being five years of variable compensation).

        Severance Agreements with the other Executive Officers.    Agreements with each of Ms. Christel Bories and Messrs. Gilles-Pierre Lévy, Olivier Mallet, Jean-Dominique Senard and Pierre Vareille provide that, in the event that such executive officer resigns within 12 months following an acquisition of control of Pechiney, she or he will receive a payment equal to three times the last annual compensation (base compensation plus variable compensation) paid to her or him. In addition, separate agreements with each of the five executive officers mentioned above provide that, in the event the executive officer's employment contract is terminated for any reason before the normal retirement age (other than for gross misconduct (faute grave) or as a result of voluntary resignation), she or he will receive a severance payment equal to three times the last annual compensation (base compensation plus variable compensation) paid to her or him.

        Payment to any such executive officer may be made under either, but not both, of these agreements. If these executive officers (1) resigned within 12 months following an acquisition of control of Pechiney or (2) were terminated before the normal retirement age (other than for gross misconduct (faute grave) or as a result of voluntary resignation) before the end of 2003, the amounts payable under these severance agreements would be as follows:

Executive Officer	Compensation amount
Christel Bories	€1,731,036	(1)
Gilles-Pierre Lévy	€1,317,197
Olivier Mallet	€1,466,250
Jean-Dominique Senard	€1,498,308
Pierre Vareille	€1,609,920

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With respect to the portion of Ms. Bories' compensation payable in U.S. dollars, the compensation amount reflects an assumed euro/U.S. dollar exchange rate of 1:1.1686.

(c) Alcan-Pechiney Relationships

(i) Agreements Not Related to the Offers

        Pechiney, through its subsidiary Pechiney Resources Pty Limited, holds a 20% equity interest in Queensland Alumina Limited ("QAL") in which Alcan, through its Australian subsidiary Alcan South Pacific Pty Limited, holds a 21.4% equity interest. QAL operates an alumina refinery at Gladstone, Australia, as a cooperative for the benefit of its shareholders. Each participant in the refinery supplies bauxite for toll conversion into alumina.

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        Pechiney and Alcan hold 10% and 33%, respectively, of Halco (Mining) Inc., which in turn holds 51% of Compagnie des Bauxites de Guinée ("CBG"), with the remaining 49% held by the Republic of Guinea. CBG's mine in the Boké region of Guinea has an operating capacity of approximately 12.7 million metric tons of bauxite per year.

        Alcan's Alma smelter in Quebec, Canada, uses Pechiney's electrolytic reduction of alumina technology (AP-30) pursuant to a technology license agreement entered into as of March 27, 1997. The Alouette smelter, also in Quebec, in which Alcan recently acquired a 40% interest, uses the same technology. Alcan's smelter in Lochaber, Scotland, uses an older Pechiney electrolytic reduction technology (AP-18).

        Pechiney and Alcan also operate the Copal aluminum slug plant at Beaurepaire, France, as a production joint venture, pursuant to an agreement entered into between the parties on December 23, 1985. Each party provides its own aluminum for processing at cost. Slugs are used to make aluminum aerosol cans.

(ii) Agreements and Understandings Related to the Offers

        In connection with the Offers, Pechiney and Alcan entered into an agreement on September 12, 2003 regarding Alcan's revised proposal for the Offers (the "Offer Agreement"). The following is a summary of the terms and conditions of the Offer Agreement. After executing the Offer Agreement, and following its discussions with the CMF (in which Pechiney did not participate), Alcan modified certain terms of the Offers to provide greater certainty with respect to the value of the Share Consideration being offered to holders of Pechiney Common Shares, Pechiney BARs and Pechiney ADSs in the Offers. The following summary does not purport to be a complete description of the terms and conditions of the Offer Agreement and is qualified in its entirety by reference to the Offer Agreement, a copy of which is filed as Exhibit (e)(1) to this Statement.

The following summary does not reflect the modifications made by Alcan to the terms of the Offers following its discussions with the CMF (in which Pechiney did not participate). The modified terms of the Offers are described in Item 2 of this Statement.

Financial Consideration.    On the terms and subject to the conditions of the Offers, Alcan will exchange a combination of cash and Alcan Common Shares for Pechiney Securities validly tendered in the Offers. The Offer Agreement provides that Alcan will exchange:

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for every Pechiney Common Share tendered, €24.60 in cash and €22.90 in Alcan Common Shares; and



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for each Pechiney OCEANE tendered, €83.40 in cash.

Each Alcan Common Share offered in the Offers will be valued at the greater of (A) €27.40 or (B) the volume weighted average of the price of the Alcan Common Shares on the New York Stock Exchange for 10 trading days chosen at random from the 30 trading days ending five days prior to the expiration date of the Offers (with each day's price expressed in euros based upon the euro/U.S. dollar exchange rate on the same 10 trading days) (such value being the "Offer Agreement Reference Value").

The Offer Agreement provides that on the date that the value of Alcan Common Shares for purposes of the Offers is set and publicly announced, Alcan may, at its discretion and subject to the consent of the sponsoring banks of the Offers, choose to replace any portion of the Share Consideration component with cash in an amount equal to the value of the Alcan Common Shares so replaced, determined on the same basis.

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If the Offers are successful and more than 95% of Pechiney's share capital and voting rights (on a fully diluted basis) are tendered in the Offers (including any reopened offers pursuant to Article 5-2-3-1 of the CMF Regulation), Alcan will provide:

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all Pechiney shareholders that have tendered their shares with an additional €1.00 in cash per tendered share; and



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each holder of Pechiney OCEANEs that has tendered Pechiney OCEANEs with an additional €0.40 per tendered Pechiney OCEANE.

Treatment of Pechiney Stock Options.    The Offer Agreement provides that if the Offers are successful, Alcan will undertake to holders of Pechiney stock purchase options and Pechiney stock subscription options that were not exercised during the Offer Period to exchange, at the termination of the applicable transfer restriction period, Alcan Common Shares for any Pechiney Common Shares received by such option holder as a result of exercising such options calculated pursuant to an exchange ratio equivalent to the consideration offered to holders of Pechiney Securities in the Offers (based on the Offer Agreement Reference Value). The Offer Agreement further provides that Alcan will also offer to holders of Pechiney stock purchase options and Pechiney stock subscription options the opportunity to receive Alcan stock options in exchange for the cancellation of existing Pechiney stock purchase options or Pechiney stock subscription options at an exchange ratio equal to the consideration offered to holders of Pechiney Securities in the Offers. The Offer Agreement provides that Alcan will also provide holders of Pechiney stock purchase options and Pechiney stock subscription options with liquidity agreements in order to give effect to these provisions.

Reopening of Offers.    If two-thirds or more but less than 95% of the Pechiney share capital or voting rights (on a fully diluted basis) is tendered in the Offers, Alcan will reopen the Offers in accordance with Article 5-2-3-1 of the CMF Regulation.

Board of Directors Composition.    If the Offers are successful, Alcan has stated its intention to appoint to the Alcan board of directors (the "Alcan Board") one individual proposed by the Pechiney Board after reasonable consultation with the Alcan Board. In the event that more than 75% of Pechiney's share capital and voting rights (on a fully diluted basis) are tendered in the Offers, Alcan has stated an intention to appoint a second such individual to the Alcan Board.

Employment and Social Commitments Undertaken by Alcan.    Alcan has stated its intention not to make material changes to Pechiney's existing industrial workforce in France, beyond those contemplated in Pechiney's current strategic restructuring plans and closure or workforce reduction announcements, subject to divestiture commitments made to the European Commission competition authorities (the "MTF"). The Offer Agreement provides that Alcan currently intends to maintain Pechiney's existing senior management team and head office operations in place during a transitional period. Additionally, Alcan has agreed to:

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maintain Pechiney's brand name as it relates to primary aluminum cell technology for a period of not less than 10 years and continue to maintain the relevant trademarks for such purpose;



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establish in France the global headquarters of the packaging group, the engineered products group and the aerospace business unit;



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locate in France the headquarters of its European smelting operations and the global center for its aluminum smelter cell technology; and



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review on a merit basis a list of the senior managers in the top two levels of seniority as submitted by Pechiney. Alcan has agreed to consider such Pechiney senior managers for similar positions in the combined entity. The merit-based review process contemplates the creation of a three-person review committee comprised of two from Alcan and one member from Pechiney. The committee will:



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evaluate those individuals from the list who are not, during the transition period, offered similar positions in the combined entity with a view towards placing such individuals in a suitable position within a reasonable timeframe; and



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determine the proper candidate for positions of overlapping responsibility between Alcan and Pechiney.

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Pechiney Undertakings.    In consideration for these agreed upon terms, conditions and undertakings of Alcan, the Pechiney Board has agreed to recommend that Pechiney shareholders accept the Offers. Pechiney has also agreed to cease pursuing and not solicit alternatives to the Offers; provided that the Pechiney Board may be required to consider a superior proposal to the extent required by its fiduciary duties and French stock exchange regulations.

In addition, Pechiney agreed to use its best efforts to assist Alcan in receiving all necessary governmental and regulatory approvals or consents and in consummating the Offers as soon as possible with a view to minimizing any adverse financial or operational impact. Such approvals and consents include, among other things:

•

MTF approval;



•

approval from other antitrust authorities;



•

the visa of the Commission des opérations de bourse (the "COB");



•

the CMF's declaration that the terms of the International Offer are acceptable (recevable); and



•

the SEC's declaration of effectiveness in respect of Alcan's registration statement.

General.    The Offer Agreement provides that if, following the filing of the Offers (dépot de l'offre révisée) with the CMF, the Offers are not deemed acceptable (recevable) by the CMF, or the CMF requires that the terms of the Offers be modified for the Offers to become acceptable (recevable), Alcan and Pechiney will work together to develop an alternative offer that is acceptable (recevable) to the CMF and that has equivalent economic terms as the Offers from the perspective of Alcan, as well as Pechiney's shareholders.

        At its meeting on October 8, 2003 to render its formal recommendation (avis motivé) in respect of the Offers, the Pechiney Board approved changes to Pechiney's stock option plans to permit employees who hold stock purchase options and stock subscription options to continue to hold and exercise these options in the event the holder's employment with Pechiney is terminated as a direct or indirect result of a public offer (including as a result of the sale of all or part of the share capital of Pechiney or any subsidiary of Pechiney) or the employee otherwise leaves Pechiney for any reason (other than as a result of termination for gross misconduct (faute grave)) between October 8, 2003 and an 18-month period following the completion of a public offer. Pechiney informed Alcan of its intention to adopt these changes to Pechiney's stock option plans and Alcan has acknowledged these changes in a letter, dated September 12, 2003, between Pechiney and Alcan. A copy of this letter is filed as Exhibit (e)(2) to this Statement. At the same meeting, the Pechiney Board further decided that all stock options granted to the Chairman and Chief Executive could be exercised by him in the event of the termination, for any reason, of either his position as Chairman of the Pechiney Board or Chief Executive of Pechiney if such termination occurs between October 8, 2003 and the end of an 18-month period following the completion of an offer to acquire the Pechiney Common Shares.

Item 4. The Solicitation or Recommendation

(a) Recommendation of the Pechiney Board

        The Pechiney Board, with all directors present or represented, met on September 12, 2003 to consider the Offers. Having considered the terms of the Offers, the Pechiney Board determined on September 12, 2003 that the Offers constitute the best value alternative available to Pechiney and consequently determined to recommend to holders of Pechiney Securities to accept the Offers.

        Following the meeting of the Pechiney Group Workers Committee (comité de groupe) on October 8, 2003 to consider the Offers, the Pechiney Board, with all directors present or represented,

9

met to make a formal recommendation (avis motivé) in respect of the Offers as required by French law. At its October 8, 2003 meeting, consistent with its determination on September 12, 2003, the Pechiney Board resolved to, and does hereby recommend to holders of Pechiney Securities to, accept the Offers.

        A form of letter to the holders of Pechiney Securities from the Chairman and Chief Executive, dated October 27, 2003 is filed as Exhibit (a)(1) to this Statement.

(b) Background

        In September 1999, Pechiney entered into a three-way combination agreement (the "APA Transaction") with Alcan and Alusuisse-Lonza Group AG ("Algroup"). Following the European Commission's rejection of the commitments made by Pechiney, Alcan and Algroup to remedy competition issues identified by the European Commission, the three companies notified the European Commission on March 13, 2000 that they were withdrawing their notification, and Pechiney, Alcan and Algroup formally abandoned the APA Transaction.

        Following the abandonment of the APA Transaction, Pechiney refocused its stand-alone strategy. Pechiney strengthened its commercial position by increasing its technological advance in primary aluminum, growing its market share in aluminum transformation, in particular in the automotive and aerospace sectors, and reaffirming its leadership in packaging. At the same time, Pechiney implemented improvements in its operating efficiencies through its Continuous Improvement System.

        From October 2002 through March 2003, Mr. Travis Engen, Alcan's President and Chief Executive Officer, and Mr. Jean-Pierre Rodier, Pechiney's Chairman and Chief Executive, met from time to time on an informal basis to exchange their views about developments in the industry generally, including with respect to consolidation taking place within the industry. At certain of these meetings, Mr. Engen alluded to the possibility of a new business combination between Alcan and Pechiney. However, the parties did not engage in any firm discussions or serious exploration of a possibility of a business combination between Alcan and Pechiney.

        On July 4, 2003, Mr. Engen telephoned Mr. Rodier to request a meeting to discuss the possibility of a new business combination between Alcan and Pechiney. On July 4, 2003, and again on July 5, 2003, Mr. Engen and Mr. Rodier met. During these meetings, Mr. Engen presented for the first time Alcan's proposal for a new business combination between Alcan and Pechiney. After listening to Alcan's proposal, Mr. Rodier advised Mr. Engen that Pechiney and the Pechiney Board were committed to enhancing shareholder value and protecting the interests of Pechiney, its employees and partners. Mr. Rodier informed Mr. Engen that Pechiney and the Pechiney Board would need more time to consider fully Alcan's proposal, particularly in light of the competition issues identified in the APA Transaction, and that Pechiney would react negatively to any transaction that was subject to a competition regulatory approval condition. Mr. Engen then advised Mr. Rodier that Alcan was considering announcing an offer for Pechiney as early as July 7, 2003 and that Alcan was not prepared to delay the announcement of its offer for a few weeks in order to allow the Pechiney Board to consider the offer.

        On July 7, 2003, Alcan announced that it was making an unsolicited offer for the Pechiney Securities. On the same day, Pechiney issued a press release stating that Pechiney was surprised by Alcan's unsolicited offer, which it viewed as having negative implications for the Company, its employees and its shareholders, and that the Pechiney Board would meet to review the unsolicited offer. The unsolicited offer valued each Pechiney Common Share at €41.00, with the consideration consisting of 60% in cash and 40% in Alcan Common Shares, and each Pechiney OCEANE at €81.70 in cash. The unsolicited offer was conditioned upon approval by competition authorities in the European Union, France and the United States and a minimum of 50% of the number of Pechiney Common Shares plus one (on a fully diluted basis) being tendered in the unsolicited offer.

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        On July 8, 2003, the Pechiney Board, with all directors present or represented, met to consider Alcan's unsolicited offer. The Pechiney Board discussed Pechiney's past and current business operations, financial condition and future prospects. After thorough discussions, the Pechiney Board unanimously decided that the unsolicited offer was uncertain and that the price proposed by Alcan was clearly inadequate, when taking into account the Company's industrial, technological and intangible assets, and in no way reflected Pechiney's true strategic value. On July 9, 2003, Pechiney issued a press release with respect to the July 8, 2003 unanimous decision of the Pechiney Board to reject Alcan's unsolicited offer.

        On July 14, 2003, Pechiney issued a press release announcing the appointment of BNP Paribas, Goldman Sachs International, J.P. Morgan & Cie S.A. and Rothschild & Cie as financial advisors to Pechiney in connection with the unsolicited offer.

        On July 28, 2003, at the meeting of the Pechiney Board held to present Pechiney's financial results for the second quarter of 2003, the Pechiney Board confirmed the position that it had taken on July 8, 2003 that the unsolicited offer was uncertain and did not reflect in any way Pechiney's true strategic value.

        On August 12, 2003, Mr. Engen called Mr. Rodier to discuss whether an agreement could be reached regarding a negotiated transaction. A meeting was scheduled for August 20, 2003 in Geneva, Switzerland.

        Following Mr. Engen's August 12, 2003 telephone call, Mr. Rodier had informal discussions with certain members of the Pechiney Board with respect to the scheduled meeting with Mr. Engen.

        On August 20, 2003, following a request by Mr. Engen, Mr. Rodier, accompanied by an external legal advisor, and Mr. Engen, accompanied by Brian Sturgell, Executive Vice President of Alcan, met to discuss the terms of the unsolicited offer. At this meeting, Mr. Rodier reiterated to Mr. Engen, among other things, that Alcan's €41.00 price per Pechiney Common Share was not acceptable. A meeting of Pechiney's and Alcan's financial advisors was arranged to discuss the impact on valuation of certain acquisitions made by Pechiney in 2002, as well as other matters with respect to a possible negotiated transaction.

        In the week following the meeting on August 20, 2003, Pechiney's and Alcan's respective financial advisors met on several different occasions to discuss valuation issues and other matters related to a possible negotiated transaction. As a result of these discussions and, in particular, as a result of Alcan indicating that it was prepared to increase its offer price, it was agreed that representatives of Pechiney and Alcan and their respective advisors would meet again on August 28, 2003 to continue discussions with respect to a possible negotiated transaction.

        On August 28, 2003, Alcan's financial and legal advisors met with Pechiney's financial and legal advisors to discuss the terms of a revised proposal by Alcan. Alcan's advisors indicated that the revised proposal would result in Alcan offering a maximum of €47.00 per share and would be structured as a mixed cash and share offer, where the share component would be computed on the basis of a reference Alcan Common Share price, in euros, of €27.40 and an average share price, based on ten trading days chosen at random in the last 30 days of the offer, with an option for Alcan to replace all or part of the Share Consideration in cash. The structure of the revised proposal was a condition of the improved price. Later on the same day, following discussions with Pechiney, Pechiney's financial advisors informed Alcan's financial advisors that Pechiney considered the revised proposal, which valued the Pechiney Common Shares at a maximum of €47.00, as too low and, thus, unacceptable.

        On August 29, 2003 through August 31, 2003, Mr. Engen and Mr. Rodier, together with their respective financial advisors, met to continue discussions with respect to a possible negotiated transaction. During these meetings, representatives of Alcan made a number of new proposals to representatives of Pechiney, including with respect to an improvement of their revised proposal from €

11

47.00 to €48.00 per Pechiney Common Share, conditional on Pechiney Securities representing at least 95% of Pechiney's share capital and voting rights on a fully diluted basis being tendered in the Offers. Representatives of Alcan also made certain proposals in respect of employment related issues, in particular with respect to employment, head office locations and management. On the same date, representatives of Alcan indicated further that they would not alter their proposed mixed cash and share structure discussed on August 28, 2003.

        On August 31, 2003, Alcan provided Pechiney with a revised offer based on the new proposals. The Pechiney Board, with all directors present or represented, met to review the terms and conditions of Alcan's revised offer. Prior to convening the meeting of the Pechiney Board, at Alcan's request, Mr. Engen made a brief presentation to certain Pechiney directors about Alcan and its management. Following Mr. Engen's presentation, the Pechiney Board met and unanimously concluded that, notwithstanding the improved offer price, Alcan's revised offer remained conditional and continued to fall short of Pechiney's value.

        On September 1, 2003, Pechiney issued a press release announcing that the Pechiney Board had unanimously decided to reject Alcan's revised offer. On the same day, Alcan issued a press release announcing that its new proposal was being withdrawn as a result of the rejection by the Pechiney Board.

        Following the August 31, 2003 Pechiney Board meeting, Mr. Rodier had informal discussions with certain members of the Pechiney Board with respect to the terms of Alcan's offer. During this period, Pechiney's and Alcan's respective financial advisors engaged in limited discussions with a view to renewing discussions between the parties.

        On September 11, 2003, Mr. Engen, accompanied by Mr. David McAusland, Alcan's Senior Vice President, Mergers & Acquisitions and Chief Legal Officer, and Mr. Rodier, accompanied by Mr. H. Onno Ruding, a director of Pechiney, met to explore whether there was a basis for reaching an agreement on the terms of a negotiated transaction between Pechiney and Alcan. Following discussions among the parties, representatives of Alcan made a new revised proposal to increase the offer price to up to €48.50 per Pechiney Common Share, consisting of €47.50 per Pechiney Common Share plus €1.00 in cash per Pechiney Common Share if more than 95% of Pechiney's share capital and voting rights on a fully diluted basis are tendered into the offer (including any reopened offers pursuant to Article 5-2-3-1 of the CMF Regulation) and €83.40 in cash per Pechiney OCEANE plus €0.40 for each Pechiney OCEANE tendered if more than 95% of Pechiney's share capital and voting rights on a fully diluted basis are tendered into the offer (including any reopened offers pursuant to Article 5-2-3-1 of the CMF Regulation). The mixed cash and share structure of the new revised proposal offer was identical to that proposed by Alcan on August 28, 2003 and the structure of the revised offer remained a condition for the improved price. Representatives of Alcan also clarified and reaffirmed their earlier proposals in respect of employment and social issues, in particular with respect to jobs, head office locations and management. Following these discussions, the terms and conditions of Alcan's new revised proposal, as agreed between the parties, were memorialised in the Offer Agreement, and, on September 12, 2003, Alcan and Pechiney executed the Offer Agreement which was then presented to the Pechiney Board by Pechiney's management.

        On September 12, 2003, the Pechiney Board, with all directors present or represented, met to consider the new revised proposal of Alcan. After having considered the terms of Alcan's new revised proposal, and in light of the long-recognized industrial logic of a business combination between Alcan and Pechiney and the relative merits of the combination versus a viable stand-alone strategy, the Pechiney Board, by a majority of nine of the twelve directors, determined that the new revised proposal of Alcan constituted the best value alternative available to holders of Pechiney Securities. The Pechiney Board, by a majority of nine out of the twelve directors, determined to recommend to holders of Pechiney Securities to accept Alcan's new revised proposal (i.e., the Offers), which it viewed as being in

12

the best interest of the Company's shareholders, employees and customers. Messrs. Bouvier, Nordberg and Zanello, the three directors elected by Pechiney's employees, abstained from voting on the Offers. On September 12, 2003, Pechiney issued a press release summarizing the Pechiney Board's determination. The press release also detailed the financial terms of the Offers.

        On September 18, 2003, at the request of the COB, Alcan issued a press release clarifying, by way of certain examples, the terms of the Offers. On the same day, Pechiney issued a press release containing a copy of Alcan's press release and drawing the attention of its shareholders to the contents of Alcan's press release.

        In the period following September 12, 2003, Alcan and the CMF engaged in discussions (in which Pechiney did not participate) regarding the terms of the Offers in order to have the International Offer declared acceptable (recevable) by the CMF. As a result of these discussions, Alcan modified certain terms of the Offers to provide greater certainty with respect to the value of the Share Consideration being offered to holders of Pechiney Common Shares, Pechiney BARs and Pechiney ADSs in the Offers. On September 29, 2003, the CMF declared the International Offer, as modified by Alcan following its discussions with the CMF, acceptable (recevable) and published a declaration to that effect (avis de recevabilité). On the same day, Alcan issued a press release announcing that the European Commission had granted clearance under the Merger Regulation and that it had reached an agreement with the U.S. Department of Justice (the "DOJ") and, accordingly, the statutory waiting period under the U.S. Hart-Scott Rodino Act was to expire that evening.

        In connection with the receipt of clearance from the European Commission, Alcan announced that it had undertaken to divest either its 50% share in the AluNorf, Gottingen and Nachterstedt rolling mills or Pechiney's rolling mills at Neuf-Brisach, Rugles and, if necessary, the Annecy rolling mill. Alcan's Latchford casting operations may also be added to either the AluNorf or Neuf-Brisach packages. In addition, Alcan announced that it had agreed to undertakings for the licensing of alumina refining technology, alumina smelter cell technology and anode baking furnace designs and agreed to eliminate the overlap in Alcan's and Pechiney's activities in aluminum aerosol cans and aluminum cartridges. Pursuant to an agreement and a related consent decree with the DOJ, Alcan announced that it had agreed to divest Pechiney's aluminum rolling mill located in Ravenswood, West Virginia. Pechiney was not a party to the discussions and negotiations between Alcan and the European Commission and Alcan and the DOJ.

        On October 2, 2003, the COB granted its approval (visa) with respect to Alcan's offer documentation for the International Offer and on October 7, 2003, Alcan formally commenced the International Offer.

        On October 8, 2003, the Pechiney Group Workers Committee (comité de groupe) met to consider the Offers, as required by the French Labor Code. At this meeting, Mr. Travis Engen made a presentation to the Pechiney Group Workers Committee (comité de groupe), in which, among other things, he reiterated Alcan's commitment not to make any material changes to Pechiney's existing industrial workforce in France for a reasonable period of time, subject to there being no adverse financial results in certain activities or in the economic environment.

        On October 8, 2003, following the meeting of the Pechiney Group Workers Committee (comité de groupe), the Pechiney Board met to make a formal recommendation (avis motivé) in respect of the Offers. At this meeting, at which all of the directors were present or represented, the Pechiney Board formally recommended to holders of Pechiney Securities to accept the Offers. Nine of the twelve directors on the Pechiney Board voted in favor of formally recommending that holders of Pechiney Securities accept the Offers.

13

        Messrs. Bouvier, Nordberg and Zanello, the three directors elected by Pechiney's employees, abstained from voting on the formal recommendation (avis motivé) of the Pechiney Board in respect of the Offers. They stated that their reasons for abstaining were as follows: "As representatives of Pechiney's employees, we consider that the employment aspects of the proposed transaction have not been addressed as of the date hereof, that there could be significant consequences for Pechiney's European workforce, that there is still uncertainty with respect to the industrial aspects of the transaction and that Alcan has not made any additional commitments to the Pechiney Group Workers Committee (comité de groupe)."

        On October 9, 2003, Pechiney issued a press release announcing that the Pechiney Board had made a formal recommendation (avis motivé) to the holders of Pechiney Securities to accept the Offers.

        On October 24, 2003, Alcan's registration statement on Form S-4 was declared effective by the SEC and on October 27, 2003 Alcan formally commenced the U.S. Offer.

(c) Reasons for the Recommendation of the Pechiney Board

        In making its formal recommendation (avis motivé) on October 8, 2003 described above in this Item 4, the Pechiney Board considered a number of factors, including the following:

•

The Pechiney Board considered the terms of the Offers, as set forth in the draft Offer to Exchange and Alcan's French offer document (note d'information), and the fact that Alcan has proposed to acquire in the Offers all of the issued and outstanding share capital and voting rights of Pechiney.



•

The Pechiney Board considered that the value of the offer of €47.50 per Pechiney Common Share (plus the possibility of an additional €1.00 per Pechiney Common Share if more than 95% of Pechiney's share capital and voting rights (on a fully diluted basis) are tendered in the Offers, including any reopened offers pursuant to Article 5-2-3-1 of the CMF Regulation) constituted a premium over the original offer of €41.00 per Pechiney Common Share offered by Alcan as well as a premium over the average closing price of the Pechiney Common Shares as quoted on the Premier Marché of Euronext Paris for the week ended July 4, 2003 (the week before Alcan announced its unsolicited offer).



•

The Pechiney Board considered that the terms and conditions of the U.S. Offer and the International Offer are substantially identical.



•

The Pechiney Board considered that the Offers will not be consummated unless Pechiney Securities representing a majority of the share capital and voting rights of Pechiney (on a fully diluted basis) are tendered in the Offers.



•

The Pechiney Board considered the fact that, subject to Alcan not electing to replace the Share Consideration with cash, the holders of Pechiney Securities may continue to hold shares representing an equity interest in the combined company.



•

The Pechiney Board considered that prior authorization was requested from the French Ministry of the Economy, Finance and Industry (pursuant to Article 7 of Decree no. 2003-196 of March 7, 2003 in relation to foreign investments in France) and that such authorization was granted on September 4, 2003. In connection with such authorization, Alcan made certain undertakings regarding defense contracts, the future of existing Pechiney industrial sites in France and the location of certain business sector headquarters.



•

The Pechiney Board considered that Alcan has the authority to issue the Alcan Common Shares in connection with the Offers and will seek admission of the Alcan Common Shares to the Premier Marché of Euronext Paris.



•

The Pechiney Board considered that on September 29, 2003 the European Commission and the Swiss federal competition authorities had each granted clearance to proceed with the Offers and that Alcan had reached an agreement with the DOJ with respect to the Offers.

14

•

The Pechiney Board considered the Offer Agreement entered into with Alcan on September 12, 2003. In particular, the Pechiney Board noted that Alcan:



•

expressed its intention not to make material changes to Pechiney's existing industrial workforce in France beyond those changes already announced by Pechiney;



•

undertook to maintain Pechiney's brand name as it relates to primary aluminum cell technology for a period of not less than 10 years and continue to maintain the relevant trademarks for such purpose;



•

undertook to maintain in place during a transitional period Pechiney's head office operations and expressed its intention to maintain in place during a transitional period Pechiney's existing senior management team;



•

undertook to locate in Paris the global headquarters of the packaging business of the new combined entity;



•

undertook to locate in France the global headquarters of the aeronautical product business of the new combined entity, the global headquarters of the finished products business of the new combined entity, the global development center for new electrolysis technologies (cell technologies) for primary aluminum of the new combined entity and the headquarters of the European electrolysis and primary aluminum business of the new combined entity; and



•

undertook to establish a merit-based review process to consider Pechiney senior managers who were not offered similar positions in the new combined entity as they had with Pechiney.



•

The Pechiney Board considered the undertakings of Alcan with respect to Pechiney stock options if the Offers are successful.



•

The Pechiney Board considered that on September 29, 2003 the CMF declared the International Offer acceptable (recevable) and published a declaration to that effect (avis de recevabilité) in the Official Bulletin of the COB.



•

The Pechiney Board considered the long-recognized industrial logic, initially identified by Alcan and Pechiney in the APA Transaction, of a business combination between Alcan and Pechiney.



•

The Pechiney Board considered Alcan's proposed industrial and financial plans as described in the Offer to Exchange and the French offer document (note d'information).



•

The Pechiney Board considered the statements Alcan made on October 8, 2003 to the Pechiney Group Workers Committee (comité de groupe).



•

The Pechiney Board reviewed a number of possible alternatives to the Offers, including the viability of a stand-alone strategy, the benefits of such alternatives for holders of Pechiney Securities, the timing and likelihood of achieving additional value from these alternatives and the likelihood of finding the requisite partners for the implementation of certain of these alternatives. In connection with this, the Pechiney Board considered the fact that representatives of Pechiney and its financial and legal advisors had in-depth discussions with certain third parties who might have had a potential interest in such alternative transactions with Pechiney, and the Pechiney Board examined the preliminary outcome of such discussions. The Pechiney Board concluded that the Offers were superior to all other alternatives considered.

        The foregoing discussion of the information and factors considered by the Pechiney Board is not intended to be exhaustive, but includes the material factors considered by the Pechiney Board on October 8, 2003 when making its formal recommendation (avis motivé) in respect of the Offers. In view of the variety of factors considered in connection with its evaluation of the Offers, the Pechiney Board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determination and formal recommendation. In addition, individual directors may have given differing weights to different factors. After weighing all of the different

15

factors, the Pechiney Board determined that the Offers constitute the best value alternative available to holders of Pechiney Securities.

(d) Intent to Tender

        To the Company's knowledge, each of the Company's directors (other than Messrs. Bouvier, Nordberg and Zanello) and each of the Company's executive officers has currently decided to tender the Pechiney Securities held by such director or executive officer in the Offers. Messrs. Bouvier, Nordberg and Zanello, each a director of Pechiney, stated they are reserving their positions with respect to the tender of their Pechiney Securities. As of October 10, 2003, the Company held 3,437,710 Pechiney Common Shares in its treasury, of which 1,814,405 are reserved for delivery to the holders of Pechiney stock purchase options upon exercise of such stock purchase options and may not be tendered by Pechiney in the Offers. With respect to the remaining 1,623,305 Pechiney Common Shares held in treasury, Pechiney currently intends to tender such Pechiney Common Shares in the Offers. As of October 10, 2003, Pechiney Nederland N.V., a wholly owned subsidiary of Pechiney, also held 982,669 Pechiney Common Shares. Pechiney Nederland N.V. has not yet formally determined whether to tender these Pechiney Common Shares in the Offers. In addition to considering the Pechiney Board's recommendation of the Offers, the decision by Pechiney Nederland N.V. will be made after considering its own interests. Other than as disclosed with respect to Pechiney Nederland N.V., to the Company's knowledge, none of the Company's affiliates or subsidiaries holds beneficially or of record any Pechiney Securities.

Item 5. Persons/Assets Retained, Employed, Compensated or Used

        The Company has retained BNP Paribas, Goldman Sachs International, J.P. Morgan & Cie S.A. and Rothschild & Cie. (the "Financial Advisors") as its financial advisors in connection with, among other things, the evaluation of the Offers and possible alternative transactions involving purchases of all or a portion of Pechiney Securities or assets of the Company. The Company retained the Financial Advisors based upon their respective qualifications, experience and expertise. The Financial Advisors are internationally recognized investment banking and financial advisory firms and, as part of their investment banking and financial advisory business, are continuously engaged in the valuation of companies and their securities in connection with mergers and acquisitions, negotiated underwritings, competitive biddings, secondary distributions of listed and unlisted securities, private placements and valuations of companies for other purposes.

        Each of the Financial Advisors and their respective affiliates in the past has provided, or in the future may provide, investment banking and financial services to Pechiney or Alcan, for which services they have received, and would expect to receive, compensation. In the ordinary course of business, each of the Financial Advisors and their respective affiliates may actively trade or hold securities of Pechiney or Alcan for its own account or for the accounts of customers and, accordingly, may at any time hold a long or short position in such securities. The Company has agreed to pay each of the Financial Advisors customary fees for its services, to reimburse each for its reasonable expenses, including fees and expenses of counsel, and to indemnify each and certain related persons against certain liabilities, including liabilities under federal securities laws, relating to or arising out of their respective engagements.

        The Company has retained Lake Isle M&A Incorporated ("Lake Isle") to assist it in connection with the Company's communications with holders of Pechiney Securities with respect to the Offers and Kekst & Company, Inc. ("Kekst") as its public relations advisor in connection with the Offers. The Company has agreed to pay Lake Isle and Kekst customary fees for their respective services and out-of-pocket expenses in connection therewith. The Company has also agreed to indemnify Lake Isle and Kekst against certain liabilities relating to or arising out of or in connection with their respective engagements.

        The Company has also retained BNP Paribas Securities Services ("BP2S") to assist it in connection with the Company's communications with U.S. holders of Pechiney Securities. The Company has agreed

16

to pay BP2S customary fees for its services and out-of-pocket expenses in connection therewith. The Company has also agreed to indemnify BP2S against certain liabilities relating to or arising out of or in connection with the engagement.

        The Bank of New York, in its capacity as depositary of the Pechiney ADSs, is assisting the Company in connection with the Company's communications with holders of Pechiney ADSs. The Bank of New York will be paid customary fees by the Company and will be indemnified by the Company against certain liabilities relating to or arising out of or in connection with these services. Georgeson Shareholder Services has been retained by The Bank of New York to assist the Company and The Bank of New York in connection with its communications with holders of Pechiney ADSs.

Item 6. Interest in Securities of the Subject Company

        No discretionary transactions in Pechiney Securities have been effected during the past 60 days by Pechiney or, to the Company's best knowledge, by any executive officer, director, affiliate or subsidiary of the Company.

Item 7. Purposes of the Transaction and Plans or Proposals

        Except as set forth in this Statement, Pechiney is not currently undertaking nor is it engaged in negotiations in response to the Offers that relate to: (a) a tender offer for or other acquisition of Pechiney Securities by Pechiney, any subsidiary of Pechiney or any other person; (b) any extraordinary transaction, such as a merger, reorganization or liquidation, involving Pechiney or any subsidiary of Pechiney; (c) a purchase, sale or transfer of any material amount of assets of Pechiney or any subsidiary of Pechiney; or (d) any material change in the present dividend policy, indebtedness or capitalization of Pechiney.

        Except as set forth in this Statement, there are no transactions, resolutions of the Pechiney Board, agreements in principle or signed contracts in response to the Offers that relate to one or more of the events referred to in the preceding paragraph.

        In the ordinary course of its business, in accordance with Pechiney's strategic objectives, the Company, from time to time, undertakes purchases, sales or transfers of assets of Pechiney or its subsidiaries.

Item 8. Additional Information

(a) Listing of Pechiney Securities/French law considerations

        According to the Offer to Exchange, if, as a result of the Offers, there is no longer an active trading market for the Pechiney Common Shares and the liquidity of the Pechiney Common Shares is materially adversely affected, Alcan may petition or cause Pechiney to petition Euronext Paris to cause the delisting of the Pechiney Common Shares. Any such petition for delisting is subject to the approval of the COB. Furthermore, subject to the completion of the Offers, Alcan states in the Offer to Exchange that it intends to cause Pechiney to terminate its deposit agreement with The Bank of New York, the depositary for the Pechiney ADSs, and to petition or cause Pechiney to petition the New York Stock Exchange to delist the Pechiney ADSs.

        If Alcan acquires sufficient Pechiney Common Shares in the Offers to cause the delisting of the Pechiney Common Shares from the Premier Marché of Euronext Paris, or, in any case, the Pechiney Common Shares cease to be listed on a regulated market within the European Union or the United States, then, pursuant to the terms of the Pechiney OCEANEs, the holders of the Pechiney OCEANEs may require Pechiney to redeem the Pechiney OCEANEs at an early redemption price (such early redemption price would equal an amount that would provide the holder of the Pechiney OCEANEs with a return equal to the gross yield to maturity that would have been realized by such holder at maturity). In addition, if less than 10% of the number of issued Pechiney OCEANEs remains outstanding following the consummation of the Offers, Alcan may cause Pechiney to redeem the Pechiney OCEANEs at an early redemption price determined pursuant to the terms of the Pechiney

17

OCEANEs (such early redemption price would equal an amount that would provide the holder of the Pechiney OCEANEs with a return equal to the gross yield to maturity that would have been realized by such holder at maturity). According to the Offer to Exchange, this early redemption price may be lower than the consideration offered to holders of the Pechiney OCEANEs in the Offers.

        If Alcan acquires more than 95% of the total share capital and voting rights in Pechiney, Alcan may launch, to the extent permitted by French law, a withdrawal offer or offers (offre publique de retrait), or buy-out, followed by a compulsory acquisition (retrait obligatoire), or squeeze-out, of all remaining Pechiney Securities not held by Alcan.

(b) Employee Share Ownership Plans

        Pechiney's employee share ownership plans permit the supervisory boards of the employee share ownership plans to tender the Pechiney Common Shares held by the these employee share ownership plans to public offers that have been declared acceptable (recevable) by the CMF. However, such decisions in respect of the Offers may involve a modification in the objectives of Pechiney's share ownership plans, particularly with respect to the part of the Offers that does not involve a share exchange. To date, to Pechiney's knowledge, the supervisory board of one of the Pechiney employee share ownership plans has decided to tender the Pechiney Common Shares held by such plan to the Offers, while the supervisory board of another Pechiney employee share ownership plan has decided not to tender the Pechiney Common Shares held by such plan, but instead to sell such Pechiney Common Shares in the open market. It is currently expected that the supervisory boards of the other employee share ownership plans will meet before the expiration of the Offers to decide whether to tender the Pechiney Common Shares held in their portfolios to the Offers.

(c) Additional information

        Following a review by the SEC of Pechiney's annual report on Form 20-F for the fiscal year ended December 31, 2002 (the "Form 20-F"), and the receipt of comments from the SEC following this review, Pechiney filed an amendment to the Form 20-F with the SEC on October 24, 2003. In addition, in connection with the delivery by PricewaterhouseCoopers ("PwC") of its consent to the inclusion in Alcan's registration statement on Form S-4 of PwC's audit report in respect of Pechiney's audited financial statements, PwC requested that Pechiney make certain customary representations to PwC. In connection with making these representations and amending the Form 20-F, Pechiney's management undertook an internal review process to identify developments within the Pechiney group since January 1, 2003. The developments identified in the course of this review were discussed with Pechiney's Disclosure Committee and PwC, and with the Audit Committee of the Pechiney Board. Subsequently, a summary of these developments was disclosed to Pechiney's security holders in France through the publication, in accordance with French law, of Pechiney's formal recommendation statement (note en réponse) in relation to the International Offer. A copy of the summary disclosure contained in Pechiney's formal recommendation statement (note en réponse) in relation to the International Offer is filed as Exhibit (a)(3) to this Statement.

Item 9. Exhibits

        The following Exhibits are filed herewith:

Exhibit No.	Description
(a)(1)	Letter, dated October 27, 2003, from the Chairman and Chief Executive to Shareholders of Pechiney.†
(a)(2)	Illustrative Example of Aggregate Consideration a Holder of Pechiney Common Shares May Receive for Each Pechiney Common Share Tendered.†
(a)(3)	Supplemental Information Regarding Certain Recent Developments.
(e)(1)	Offer Agreement, dated September 12, 2003, between Alcan and Pechiney.

18

(e)(2)	Letter, dated September 12, 2003, from Alcan to Pechiney.
(e)(3)	Letter, dated August 29, 2003, from the Nomination and Compensation Committee of Pechiney to Mr. Jean-Pierre Rodier.
(e)(4)	Form of Severance Agreement (in the event of resignation) between Pechiney and Certain Executive Officers.
(e)(5)	Form of Severance Agreement (in the event of termination) between Pechiney and Certain Executive Officers.
(e)(6)	Form of Amendment Letter in Respect of Certain Severance Agreements between Pechiney and Certain Executive Officers.
(e)(7)	Pechiney Group Supplemental Pension Plan Regulations.

†

Included in copy mailed to Pechiney security holders. All other exhibits have not been included in the copy mailed to Pechiney security holders, but have been included in the Solicitation/Recommendation Statement on Schedule 14D-9 filed with the SEC.

19

SIGNATURE

        After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

PECHINEY
By:	/s/  OLIVIER MALLET Name:  Olivier Mallet Title:    Chief Financial Officer

Dated: October 27, 2003

20

EXHIBIT INDEX

Exhibit No.	Description
(a)(1)	Letter, dated October 27, 2003, from the Chairman and Chief Executive to Shareholders of Pechiney.
(a)(2)	Illustrative Example of Aggregate Consideration a Holder of Pechiney Common Shares May Receive for Each Pechiney Common Share Tendered.
(a)(3)	Supplemental Information Regarding Certain Recent Developments.
(e)(1)	Offer Agreement, dated September 12, 2003, between Alcan and Pechiney.
(e)(2)	Letter, dated September 12, 2003, from Alcan to Pechiney.
(e)(3)	Letter, dated August 29, 2003, from the Nomination and Compensation Committee of Pechiney to Mr. Jean-Pierre Rodier.
(e)(4)	Form of Severance Agreement (in the event of resignation) between Pechiney and Certain Executive Officers.
(e)(5)	Form of Severance Agreement (in the event of termination) between Pechiney and Certain Executive Officers.
(e)(6)	Form of Amendment Letter in Respect of Certain Severance Agreements between Pechiney and Certain Executive Officers.
(e)(7)	Pechiney Group Supplemental Pension Plan Regulations.

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SIGNATURE
EXHIBIT INDEX

EX-99.(A)(1)

Exhibit (a)(1)

October 27, 2003

Dear Fellow Shareholders:

        As you know, on July 7, 2003, Alcan Inc. ("Alcan") announced an unsolicited tender offer for all of the outstanding common shares of Pechiney ("Pechiney Common Shares"), American depositary shares of Pechiney ("Pechiney ADSs"), Pechiney Bonus Allocation Rights ("Pechiney BARs") and Pechiney convertible bonds (obligations convertibles et/ou échangeables en actions nouvelles ou existantes) ("Pechiney OCEANEs"). In the ensuing time period the management of Pechiney has explored various alternatives to Alcan's offer, as well as negotiated with Alcan, all with a view to enhancing shareholder value and protecting the interests of Pechiney, its employees, customers and partners.

        The negotiations with Alcan led to a new improved offer. Under the new improved offer, Alcan is offering to exchange (a) for each Pechiney Common Share, each 10 Pechiney BARs or each two Pechiney ADSs tendered (i) €24.60 in cash and (ii) the number of Alcan Common Shares equal to 22.9 divided by the "Reference Value", which is defined as the greater of (1) 27.4 and (2) an average trading price of the Alcan Common Shares to be determined five U.S. trading days before the expiration of the offers, as described more fully in the enclosed Schedule 14D-9, provided that the amount of Alcan Common Shares may not be less than 0.6001 and (b) for each Pechiney OCEANE tendered, €83.40 in cash. Further, if, following the conclusion of the offer, Pechiney securities representing more than 95% of Pechiney's share capital and voting rights (on a fully diluted basis) are tendered in the offer, Alcan will provide to the tendering holders of Pechiney securities: (a) for each Pechiney Common Share tendered, an additional €1.00 in cash; (b) for each Pechiney BAR tendered, an additional €0.10 in cash; (c) for each Pechiney ADS tendered, an additional €0.50 in cash; and (d) for each Pechiney OCEANE tendered, an additional €0.40 in cash.

        After a thorough review, your Board of Directors determined that Alcan's new improved offer, in light of the long-recognized industrial logic of a business combination between Pechiney and Alcan and the relative merits of the combination versus a stand-alone strategy, constitutes the best value alternative available to holders of Pechiney securities and will allow Pechiney's employees, customers and partners to work with Alcan to enhance the position of the combined entity as a global leader in aluminum and packaging activities. Your Board of Directors recommends that holders of Pechiney securities accept Alcan's offer.

        The enclosed Schedule 14D-9 contains the Board of Directors' recommendation and the factors considered by the Board. I urge you to read the Schedule 14D-9 carefully so that you will be fully informed before you make your decision.

        I would like to thank you all for your confidence in the Board of Directors and me throughout this process. I sincerely believe in the strengths and future prospects of our company and I am satisfied that accepting Alcan's offer represents the best strategy for Pechiney.

Sincerely,

Jean-Pierre Rodier
Chairman and Chief Executive

EX-99.(A)(2)

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Exhibit (a)(2)

PECHINEY COMMON SHARES—ALCAN'S INCREASED PUBLIC OFFER
Illustrative Examples

									AGGREGATE AMOUNT of consideration offered by Alcan Inc. for ONE Pechiney common share(1)
Portion of the consideration in cash offered for ONE Pechiney common share(1)
								Value of the portion of the consideration in Alcan common shares offered for ONE Pechiney common share
				Average Value of Alcan common share (in euros)(3)		Reference Value of Alcan common share (in euros)	Number of Alcan common shares for ONE Pechiney common share
			Illustrative Euro / US dollar exchange rate(3)
		Weighted average price of Alcan common share (NYSE)(2)
if £ 95%	if > 95%								if £ 95%	if > 95%
€24.60	€25.60	US$29.51	1.1805	€25.00	(4)	€27.40	0.8358	€20.90	€45.50	€46.50
€24.60	€25.60	US$30.00	1.1805	€25.41		€27.40	0.8358	€21.24	€45.84	€46.84
€24.60	€25.60	US$30.50	1.1805	€25.84		€27.40	0.8358	€21.59	€46.19	€47.19
€24.60	€25.60	US$31.00	1.1805	€26.26		€27.40	0.8358	€21.95	€46.55	€47.55
€24.60	€25.60	US$31.50	1.1805	€26.68		€27.40	0.8358	€22.30	€46.90	€47.90
€24.60	€25.60	US$32.00	1.1805	€27.11		€27.40	0.8358	€22.66	€47.26	€48.26
€24.60	€25.60	US$32.35	1.1805	€27.40		€27.40	0.8358	€22.90	€47.50	€48.50
€24.60	€25.60	US$32.50	1.1805	€27.53		€27.53	0.8318	€22.90	€47.50	€48.50
€24.60	€25.60	US$33.00	1.1805	€27.95		€27.95	0.8192	€22.90	€47.50	€48.50
€24.60	€25.60	US$33.50	1.1805	€28.38		€28.38	0.8070	€22.90	€47.50	€48.50
€24.60	€25.60	US$34.00	1.1805	€28.80		€28.80	0.7951	€22.90	€47.50	€48.50
€24.60	€25.60	US$34.50	1.1805	€29.22		€29.22	0.7836	€22.90	€47.50	€48.50
€24.60	€25.60	US$35.00	1.1805	€29.65		€29.65	0.7724	€22.90	€47.50	€48.50
€24.60	€25.60	US$35.50	1.1805	€30.07		€30.07	0.7615	€22.90	€47.50	€48.50
€24.60	€25.60	US$36.00	1.1805	€30.50		€30.50	0.7509	€22.90	€47.50	€48.50
€24.60	€25.60	US$36.50	1.1805	€30.92		€30.92	0.7406	€22.90	€47.50	€48.50
€24.60	€25.60	US$37.00	1.1805	€31.34		€31.34	0.7306	€22.90	€47.50	€48.50
€24.60	€25.60	US$37.50	1.1805	€31.77		€31.77	0.7209	€22.90	€47.50	€48.50
€24.60	€25.60	US$38.00	1.1805	€32.19		€32.19	0.7114	€22.90	€47.50	€48.50
€24.60	€25.60	US$38.50	1.1805	€32.61		€32.61	0.7022	€22.90	€47.50	€48.50
€24.60	€25.60	US$39.00	1.1805	€33.04		€33.04	0.6932	€22.90	€47.50	€48.50
€24.60	€25.60	US$39.50	1.1805	€33.46		€33.46	0.6844	€22.90	€47.50	€48.50
€24.60	€25.60	US$40.00	1.1805	€33.88		€33.88	0.6758	€22.90	€47.50	€48.50
€24.60	€25.60	US$40.50	1.1805	€34.31		€34.31	0.6675	€22.90	€47.50	€48.50
€24.60	€25.60	US$41.00	1.1805	€34.73		€34.73	0.6594	€22.90	€47.50	€48.50
€24.60	€25.60	US$41.32	1.1805	€35.00	(4)	€35.15	0.6543	€22.90	€47.50	€48.50
€24.60	€25.60	US$41.50	1.1805	€35.15		€35.15	0.6514	€22.90	€47.50	€48.50
€24.60	€25.60	US$42.00	1.1805	€35.58		€35.58	0.6437	€22.90	€47.50	€48.50
€24.60	€25.60	US$42.50	1.1805	€36.00		€36.00	0.6361	€22.90	€47.50	€48.50
€24.60	€25.60	US$43.00	1.1805	€36.43		€36.43	0.6287	€22.90	€47.50	€48.50
€24.60	€25.60	US$43.50	1.1805	€36.85		€36.85	0.6215	€22.90	€47.50	€48.50
€24.60	€25.60	US$44.00	1.1805	€37.27		€37.27	0.6144	€22.90	€47.50	€48.50
€24.60	€25.60	US$44.50	1.1805	€37.70		€37.70	0.6075	€22.90	€47.50	€48.50
€24.60	€25.60	US$45.00	1.1805	€38.12		€38.12	0.6007	€22.90	€47.50	€48.50
€24.60	€25.60	US$45.05	1.1805	€38.16		€38.16	0.6001	€22.90	€47.50	€48.50
€24.60	€25.60	US$45.50	1.1805	€38.54		€38.16	0.6001	€23.13	€47.73	€48.73
€24.60	€25.60	US$46.00	1.1805	€38.97		€38.16	0.6001	€23.38	€47.98	€48.98
€24.60	€25.60	US$46.50	1.1805	€39.39		€38.16	0.6001	€23.64	€48.24	€49.24
€24.60	€25.60	US$47.00	1.1805	€39.81		€38.16	0.6001	€23.89	€48.49	€49.49
€24.60	€25.60	US$47.50	1.1805	€40.24		€38.16	0.6001	€24.15	€48.75	€49.75
€24.60	€25.60	US$48.00	1.1805	€40.66		€38.16	0.6001	€24.40	€49.00	€50.00
€24.60	€25.60	US$48.50	1.1805	€41.08		€38.16	0.6001	€24.65	€49.25	€50.25
€24.60	€25.60	US$49.00	1.1805	€41.51		€38.16	0.6001	€24.91	€49.51	€50.51
€24.60	€25.60	US$49.50	1.1805	€41.93		€38.16	0.6001	€25.16	€49.76	€50.76
€24.60	€25.60	US$50.00	1.1805	€42.35		€38.16	0.6001	€25.42	€50.02	€51.02
€24.60	€25.60	US$50.50	1.1805	€42.78		€38.16	0.6001	€25.67	€50.27	€51.27
€24.60	€25.60	US$51.00	1.1805	€43.20		€38.16	0.6001	€25.93	€50.53	€51.53
€24.60	€25.60	US$51.50	1.1805	€43.63		€38.16	0.6001	€26.18	€50.78	€51.78
€24.60	€25.60	US$52.00	1.1805	€44.05		€38.16	0.6001	€26.43	€51.03	€52.03
€24.60	€25.60	US$52.50	1.1805	€44.47		€38.16	0.6001	€26.69	€51.29	€52.29
€24.60	€25.60	US$53.00	1.1805	€44.90		€38.16	0.6001	€26.94	€51.54	€52.54
€24.60	€25.60	US$53.12	1.1805	€45.00	(4)	€38.16	0.6001	€27.00	€51.60	€52.60
€24.60	€25.60	US$53.50	1.1805	€45.32		€38.16	0.6001	€27.20	€51.80	€52.80

(1)

Cash Component: €24.60 in cash for ONE Pechiney common share. This cash component will by raised to €25.60 if Pechiney Securities representing more than 95% of Pechiney's share capital and voting rights (on a fully diluted basis) are tendered in the Offers (including any reopened offers pursuant to Article 5-2-3-1 of the General Rules and Regulations of the French Conseil des marchés financiers).

(2)

The arithmetic average of the volume-weighted average daily trading prices of the Alcan common shares on the New York Stock Exchange as they appear on the Bloomberg on-line information service (page: VAP; category VWAP) (expressed in US dollars) during the applicable 10 US trading day measurement period.

(3)

The Euro/US dollar exchange rate used in this table is provided for illustrative purposes only. The actual exchange rate used will be based on US dollars translated into euros at each applicable day's noon buying rate in New York City for cable transfers in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York on each day in the applicable 10 US trading day measurement period.

(4)

Examples of the Average Value at €25, €35 and €45, respectively, as such examples appear in "TERMS OF THE OFFERS—Illustrations" on pages 55-57 of Alcan Inc.'s Form S-4 filed on October 24, 2003 with the U.S. Securities and Exchange Commission.

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Exhibit (a)(2)

PECHINEY COMMON SHARES—ALCAN'S INCREASED PUBLIC OFFER Illustrative Examples

EX-99.(A)(3)

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Exhibit (a)(3)

Supplemental Information Regarding Certain Recent Developments

        The following items, which do not affect those historical financial statements, may have a material impact on Pechiney's consolidated financial condition or the results of operations to be announced in the future.

•

Provision has been made at September 30, 2003 for the estimated amount of €33 million for the fees to be paid to Pechiney's financial and legal advisors in respect of their services relating to the Offers.



•

The Coega Aluminum Smelter project for the construction of an aluminum smelter in South Africa using AP50 Technology has made significant progress. Based on the decisions in principle taken by several partners to make equity investments in the project, subject to certain conditions, in addition to the 49% which is to be held by Pechiney, these commitments currently cover more than 90% of the project's equity financing. Moreover, on September 30, 2003, Pechiney gave notice of its decision to continue with the project, which resulted in the electricity supply agreement with the Eskom group becoming effective. This agreement may be terminated during the next 12 months, subject to a break-up fee of US$5 million per month. In addition, this notification triggers an obligation for Pechiney to pay, in October 2003, an installment of 100 million South African Rand (equal, for information purposes, to approximately €12.29 million on the basis of the exchange rate at September 30, 2003) in respect of connection fees, and a requirement that it confirms its undertaking to reimburse, if applicable, up to 133 million South African Rand (equal, for information purposes, to approximately €16.34 million on the basis of the exchange rate at September 30, 2003) which is the maximum amount payable to Eskom as compensation for infrastructure costs not recoverable if the project is terminated. Pechiney thus has been actively continuing the preparation of the Coega Aluminum Smelter project. If a different approach were to be adopted in the future, any decision not to continue the project, made between the date hereof and September 30, 2004, would require that the following be charged to income: the costs capitalized on Pechiney's balance sheet (equal to €45 million at September 30, 2003), as increased by additional assets and commitments to be incurred in the future (in particular the connection fee of up to 100 million South African Rand, the break-up fee, the portion actually incurred of the compensation amount of up to 133 million South African Rand discussed above, and the cost of winding down the project).



•

The non-renewal of a multi-year contract in one of the units in the Packaging Sector is expected to have a negative impact on 2004 revenues of approximately US$30 million, assuming that the loss of the contract is not offset by new business. On the same assumption, it also may become necessary to carry out industrial restructuring measures.



•

The performance of a business contract by a subsidiary of Pechiney with respect to its aluminum-lithium activity could require industrial investments that currently may generate a loss, the aggregate total of which is estimated to amount, in such a scenario, to approximately US$10 million.



•

With respect to the valuation of the Pechiney group's assets, tax loss carry-forwards and goodwill, Pechiney's multi-year business plans, which form the basis for the annual depreciation analysis (unless any new developments come to light during the course of the year), will be presented and analyzed in the last two months of 2003. However, the deteriorating financial outlook in certain of the Pechiney group's businesses will lead Pechiney to incur write-downs of tangible assets in its September 30, 2003 financial statements in the amounts of €6 million in the Primary Aluminum sector, €8 million in the Aluminum Conversion sector and €22 million in the Packaging sector. For the same reasons, an earlier than anticipated review of the outlook for certain of the activities of the Techpack business unit (Packaging sector) and Foil and Strip/Specialties business unit (Aluminum Conversion sector) is ongoing and might lead, if such

deteriorating financial outlook was confirmed, to exceptional write-downs in the September 30, 2003 financial statements.

•

On October 22, 2003, the Queensland Government in Australia, without prior consultation, requested a Pechiney subsidiary in Australia to surrender mining rights, which site has not to date been exploited by Pechiney. The government had given Pechiney until October 24, 2003, to make such surrender. Pechiney is considering its position with respect to the merit of such request and, on October 24, 2003, issued a press release stating: "This position taken by the Queensland Government appears incomprehensible to Pechiney and it will not surrender its lease." The Queensland Government has, in turn, commenced legal action in Australia.

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Exhibit (a)(3)

EX-99.(E)(1)

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Exhibit (e)(1)

[ALCAN LOGO]

September 12, 2003

Jean-Pierre Rodier,
Chairman and Chief Executive Officer,
Pechiney,
7, Place du Chancelier Adenauer,
75116 Paris, France

Dear Jean-Pierre,

        This letter will confirm our recent discussions in which Mr. H. Onno Ruding participated, as well as our agreement with respect to the terms of a revised offer by Alcan to acquire all of the outstanding equity securities of Pechiney based on a favorable recommendation from the Pechiney Board at its meeting scheduled for today, subject to the terms set forth herein. The attached Final Terms represent our mutual understanding as to the terms of the revised offer, which you will submit to your Board of Directors together with your recommendation that the Board of Directors approve these Final Terms and recommend that Pechiney shareholders accept the revised offer. Following the Board's approval and recommendation at such meeting, Alcan undertakes to file (dépôt d'une offre révisée) as promptly as possible, and in any event by no later than midnight on September 16, 2003, the revised offer with the relevant French and U.S. regulatory authorities.

        If, following the filing of the revised offer with the CMF (dépôt de l'offre révisée), the revised offer is not deemed acceptable (recevable) by the CMF, or the CMF requires that the terms of the revised offer be modified for the revised offer to become acceptable (recevable), Alcan and Pechiney will work together to develop an alternative offer that is acceptable (recevable) by the CMF and that is economically equivalent to the terms set forth in Schedule FT-1 from the perspective of Alcan as well as Pechiney's shareholders.

        Please confirm your agreement with the foregoing by signing and returning to the undersigned the enclosed copy of this letter. We look forward to working with you to complete the combination of our businesses in an amicable, expeditious and mutually beneficial fashion.

	Sincerely,
	/s/  TRAVIS ENGEN Travis Engen
AGREED AS OF THE ABOVE DATE
Jean-Pierre Rodier, on behalf of PECHINEY
/s/  JEAN-PIERRE RODIER

12 September 2003 Version 2
CONFIDENTIAL

FINAL TERMS

Except as described in this document, Alcan will not change the terms of its offer from that described in the Note d'Information. The elements of the agreed teams are:

1.

Schedule FT-1 sets forth the agreed terms of Alcan's improved offer.

2.

Schedule FT-2 restates certain conditions and undertakings of Alcan that are included in or that relate to the offer.

3.

In consideration of the improved offer:

a.

The Pechiney Board of Directors will agree to recommend that Pechiney shareholders accept Alcan's revised offer as the best value alternative available; Pechiney will cease pursuing, and will not solicit, other alternatives, it being understood that the Pechiney Board of Directors may be required to consider a superior proposal to the extent required by its fiduciary duties and French stock exchange regulations.

b.

Pechiney will use its best efforts to support and assist Alcan in receiving all necessary governmental and regulatory approvals or consents and in consummating the revised offer as soon as possible with a view to minimizing any adverse financial or operational impact.

i.

Such approvals and consents include: MTF approval, other antitrust approvals, the COB's visa, the CMF's declaration of its acceptance of the terms of the revised offer, and the SEC's declaring effective Alcan's registration statement.

ii.

Pechiney's best efforts will include having their accountants consent to the inclusion of their audit opinion on Pechiney's financials in the registration statement, assisting in preparation of pro forma financial statements, cooperating with any regulatory inquiries, assisting Alcan, at Alcan's request, in Alcan's dealings with the MTF and other governmental and regulatory authorities in order to obtain such approvals as promptly as practicable and promptly advising Alcan of any communications between Pechiney and any such authorities.

c.

Pechiney and Alcan will each issue a press release in the forms set forth on Schedule FT-3 as soon as practicable and as legally required following Pechiney's Board meeting to be held today. It is expected that these press releases will be issued following the Board meeting and prior to the commencement of trading of the Pechiney shares on Euronext and the opening of the New York Stock Exchange.

4.

Pending announcement of the Pechiney Board recommendation, the parties will maintain confidentiality of these terms.

5.

If the Offer is successful Alcan intends to appoint to the Alcan Board one qualified individual who is proposed by the Pechiney Board after reasonable consultation with Alcan. In the event that more than 75% of Pechiney's share capital and voting rights on a fully diluted basis are tendered in the Offer, Alcan intends to appoint to the Alcan Board a second such individual.

6.

If ²/3 or more but less than 95% of the Pechiney share capital or voting rights on a fully diluted basis is tendered in the Offer, Alcan shall reopen the tender offer in accordance with Article 5-2-3-1 of the CMF Regulation.

2

SCHEDULE FT-1

AMENDED FINANCIAL TERMS

Pechiney Ordinary Shares/Bonus Allocation Rights (10):

•

Pure Offre Publique Mixte – no subsidiary cash or share offers.

•

Cash – €24.6 per Pechiney share, subject to increase as described below.

•

Alcan shares – €22.9 in Alcan shares per Pechiney share; each Alcan share will be valued at the greater of (x) €27.40 or (y) the volume-weighted average of the Alcan stock price on the NYSE for 10 trading days chosen at random from the 30 trading days ending 5 days prior to closing (clôture) (with each day's price expressed in euros based upon euro/US dollar exchange rate on the same 10 trading days).

•

On the date that the value of the Alcan shares for purposes of the Offer is set and publicly announced, i.e., 5 trading days prior to closing (clôture), Alcan may, as its discretion and subject to the consent of the sponsoring banks to the Offer, choose to replace any portion of the Alcan share consideration component with cash in an amount equal to the value of the Alcan shares so replaced determined on the same basis.

Pechiney OCEANEs:

•

Cash – €83.40 per Pechiney OCEANE, subject to increase as described below.

Increase in Offer Price:

•

If the Offer is successful and more than 95% of Pechiney's share capital and voting rights on a fully diluted basis are tendered in the Offer (including any reopened offer pursuant to Article 5-2-3-1 of the CMF Regulation), Alcan will provide all Pechiney shareholders that have tendered their shares with an additional €1 in cash per tendered share. In this event, Alcan will provide each holder of Pechiney OCEANE tendering OCEANEs an additional €0.4 per tendered OCEANE.

3

SCHEDULE FT-2

EMPLOYMENT AND SOCIAL COMMITMENTS

•

Alcan does not currently intend to make material changes to Pechiney's existing industrial workforce in France, beyond those that are contemplated in Pechiney's current strategic restructuring plans and closure or workforce reduction announcements, subject to divestiture commitments made to the MTF.



•

Alcan will for a period of not less than 10 years maintain the Pechiney brand name as it relates to primary aluminum cell technology and will continue to maintain the relevant trademarks for such purpose.



•

Alcan currently plans to maintain Pechiney's existing senior management team and head office operations in place for a transitional period.



•

Alcan will establish in France the global headquarters of the following business components: Packaging Group, Engineered Products Group, and the Aerospace Business unit.



•

Alcan will locate in France the headquarters of its European smelting operations and the global center for aluminum smelter cell technology.



•

Alcan recognizes the importance of retaining and integrating Pechiney's management into the combined entity. Toward this end, and in addition to anticipated normal integration process, Alcan will review a list of the senior managers in the top two levels of seniority as submitted by Pechiney. Alcan will put in place a merit based review process to consider these individuals for incumbency or for similar positions in the combined entity.



•

The process to be used by Alcan will comprise a three-person review committee with two members from Alcan and one member from Pechiney. The committee will have the following functions:



•

The committee will consider individuals from the list, who are not, during the transition period, offered similar positions within the combined entity. In this instance, the committee will undertake a comprehensive evaluation of each individual in an attempt to identify an appropriate position that would maximize the skills and potential of the individual in the combined entity. The committee would then put in place the proper process to offer that individual such a position within a reasonable timeframe.



•

The committee will also be used to review such position offers to individuals from the list in the event there is a question as to whether or not the position being offered to the individual is judged to be similar. The decision of the committee is final in this regard.



•

In the event an individual from the list holds a position identical to one that exists within Alcan and only one such position is required in the combined entity, then the committee will meet to consider, in a comprehensive evaluation, both incumbents to determine the proper placement recommendation to management. In the event the committee cannot agree on a recommendation, the committee will appoint an outside personnel professional to make an evaluation of the individual and make a recommendation to the committee, after which a vote of the committee would be held and a determination made by majority vote will be considered final and binding.



•

Alcan has not had access to important information relating to Pechiney's stock option plans, including the terms of these plans. If the offer is successful, Alcan will undertake to holders of Pechiney stock purchase options and Pechiney stock subscription options that were not exercised during the offer period to exchange, at the termination of the transfer restriction period, the Pechiney shares received as a result of exercising the options for Alcan common shares pursuant to an exchange ratio equivalent to the consideration (the "Offer Consideration") paid by Alcan in the improved offer (based on the average Alcan share price as calculated in valuing the share portion of the Offer as under Schedule FT-1). Alcan will also propose to holders of Pechiney stock options the ability to receive Alcan stock options in exchange for the cancellation of existing Pechiney stock purchase options or stock subscription options at an exchange ratio equivalent to the Offer Consideration. Alcan will propose liquidating agreements to the holders of Pechiney stock options to give effect to these provisions. Pechiney has advised Alcan that the terms of its stock option plans will permit the steps outlined above.

4

SCHEDULE FT-3

FORMS OF PRESS RELEASES

5

[ALCAN LOGO]

Press Release
FOR IMMEDIATE RELEASE
DRAFT #4

Alcan's revised offer recommended
by Pechiney's Board of Directors

Board confirms Alcan's offer best value alternative

Montreal, Canada—September 12, 2003—Alcan Inc (NYSE, TSX: AL) today announced that the Board of Directors of Pechiney recommended a revised mixed cash/share offer of up to €48.5 consisting of €47.5 per share plus a €1 per share supplement if the tender results reach at least 95%.

"This is the best value alternative for Pechiney and Alcan", declared Travis Engen, President and Chief Executive Officer of Alcan. "We're delighted that Pechiney's board of directors has recommended our offer and determined that it is in the best interests of its shareholders and employees. This decision confirms a long held view that this combination of Alcan and Pechiney presents the strongest industrial and business opportunity."

        The terms of the revised offer described in detail on the attachment to this press release are subject to approval by the Conseil des Marchés Financiers—CMF (France).

        The revised offer is conditional on a more than 50% acceptance level and on "Phase I" approval by the competition authorities in the European Union and in the United States. Alcan will be filing the revised offer with the securities regulators by Tuesday, September 16^th, 2003.

        Alcan is a multinational, market-driven company and a global leader in aluminum, packaging, and recycling with 2002 revenues of US$12.5 billion. With world-class operations in primary aluminum, fabricated aluminum as well as flexible and specialty packaging, Alcan is well positioned to meet and exceed its customers' needs for innovative solutions and service. Alcan employs 54,000 people and has operating facilities in 42 countries.

Media Contact
Joseph Singerman
+1-514-848-1355 Investor Contact
        Corey Copeland
        +1-514-848-8368

6

DRAFT

[PECHINEY LOGO]

        The Board of Directors of Pechiney met on September 12, 2003 to consider a revised offer from Alcan with respect to its proposed acquisition of Pechiney.

        The revised offer is a cash/share offer up to €48.5 consisting of €47.5 per share plus a €1 per share supplement if the tender results reach at least 95%.

        Having carefully considered the terms of Alcan's new offer, and in light of the long-recognized industrial logic of a Pechiney-Alcan combination and the relative merits of this combination versus a viable stand-alone strategy, the Board of Directors of Pechiney has determined that such revised offer constitutes the best value alternative available to Pechiney shareholders. The Board of Directors is pleased that this combination would allow Pechiney's employees to contribute to a global leader in aluminum and packaging activities. It has consequently determined to recommend to Pechiney shareholders to accept Alcan's revised offer, which it views as being in the best interest of the company's shareholders, employees and customers.

        The Board of Directors notes that the offer remains subject to prior approval in phase I by the competition authorities in the European Union and in the United States.

7

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Exhibit (e)(1)

FINAL TERMS
SCHEDULE FT-1 AMENDED FINANCIAL TERMS
SCHEDULE FT-2 EMPLOYMENT AND SOCIAL COMMITMENTS
SCHEDULE FT-3 FORMS OF PRESS RELEASES

[ALCAN LOGO]

Alcan's revised offer recommended by Pechiney's Board of Directors
Board confirms Alcan's offer best value alternative

DRAFT

[PECHINEY LOGO]

EX-99.(E)(2)

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Exhibit (e)(2)

[ALCAN LETTERHEAD]

September, 12, 2003

Jean-Pierre Rodier
Chairman and Chief Executive Officer
Pechiney
7, place du Chancelier Adenauer
75116 Paris
France

Dear Jean-Pierre,

        We understand that following completion of the Offer, Pechiney option holders will be entitled to exercise their options during the entire exercise period as stated in the relevant stock option plan (and to benefit from any liquidity agreements proposed by Alcan) in the event that their employment with Pechiney or Alcan is terminated as a direct or indirect result of Alcan's acquisition of Pechiney; it being understood that any termination of employment (other than termination for gross negligence (faute grave)) or other departure of such employee within eighteen months of the completion of Alcan's offer will be deemed to be a termination as a result of Alcan's offer.

Sincerely,

/s/  TRAVIS ENGEN Travis Engen

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Exhibit (e)(2)

[ALCAN LETTERHEAD]

September, 12, 2003

EX-99.(E)(3)

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Exhibit (e)(3)

Non-binding free translation into English for information purposes only. Original in French.

[PECHINEY LETTERHEAD]

Paris, August 29, 2003

Mr. Jean-Pierre Rodier

Dear Sir,

In our capacity as members of the Nomination and Compensation Committee, and pursuant to the powers granted to us by the meeting of the Board of Directors of July 28, we hereby confirm the various measures adopted by the Board concerning your personal situation. These arrangements are pursuant to the proceedings of July 27, 2000 as well as the proceedings of the board meeting mentioned above.

First, in relation to the measures that would apply in the event of your possible departure from Pechiney, we confirm that the company would pay you, as compensation and in recognition of your services rendered to Pechiney, an amount equal to three times the average of your total fixed and variable compensation received in respect of the three years preceding the year of your departure. This measure would apply both in the event of dismissal (unless such dismissal is motivated by gross or willful misconduct (faute grave ou faute lourde) on your part) and in the event of resignation occurring during the year following the acquisition of control (as this is defined by Article 3 of EEC Regulation No. 4064-89 governing control of merger operations between companies) of the Company by one or more persons acting together, in which case you would not have to give any reason for such resignation.

We also confirm Pechiney's undertakings to you with respect to the payment of a supplementary "cap" retirement pension (retraite chapeau). This undertaking provides for the payment of a pension in an amount equal, after taking into account of the other retirement benefits you will receive from other retirement schemes, to 50% of your total fixed and variable annual compensation, calculated on the basis of the average compensation for your last five years of employment (hereafter "Target Pension").

In the event of your departure from Pechiney on the decision of Pechiney, and before you have reached 60 years of age, reductions will be made in relation to the Target Pension according to the following schedule:

	Reduction in the event of early departure
Target Pension
	Age at Departure	% of Target Pension
50% (gross salary + bonus) of the average of the last full years of employment, up to five years.	56	71
	57	79
	58	86
	59	93
	60	100

In addition, during its meeting of July 28, 2003, the Board of Directors addressed once again the consequences of a change in control. The Board has deemed it necessary, in order to protect completely your freedom of judgment and of action in defense of the interests of the company and its shareholders, to supplement the provisions relating to your "cap" retirement pension (retraite chapeau) in the event of a change in control.

These provisions have been supplemented as follows:

•

The "cap" retirement pension (retraite chapeau) will be paid to you without the above-mentioned reductions, whether your departure is the result of termination by Pechiney or of voluntary resignation.



•

The target pension paid under these circumstances will be calculated using:



•

Your base compensation for your last two years of employment and three times your base compensation for your last year of employment.



•

A bonus calculated on the basis of bonus payments actually paid to you in respect of your last two full years of employment and 70% of the maximum bonus permitted, equal to 56% of your fixed compensation, for the three following years.

Very truly yours,
/s/  JEAN-FRANCOIS DEHEQ Jean-Francois DEHEQ	/s/  ETIENNE DAVIGNON Etienne DAVIGNON	/s/  GERMAINE GIBARA Germaine GIBARA

2

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Exhibit (e)(3)

EX-99.(E)(4)

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Exhibitx (e)(4)

Non-binding free translation into English for informational purposes only. Original in French.

FORM OF SEVERANCE AGREEMENT (IN THE EVENT OF RESIGNATION) BETWEEN PECHINEY AND EACH OF MS. BORIES AND MESSRS. GILLES-PIERRE LEVY, OLIVIER MALLET, JEAN-DOMINIQUE
SENARD AND PIERRE VAREILLE

[PECHINEY LETTERHEAD]

[PECHINEY EXECUTIVE]

Paris, [DATE]

[PECHINEY EXECUTIVE]

You hold the position of [POSITION IN PECHINEY GROUP] and, as such, are a member of the Executive Committee.

Given the importance and nature of these duties, you could legitimately claim that it would be impossible for you to continue to carry out your duties within Pechiney in the event that one or more persons acting together were to acquire control (as this is defined by Article 3 of EEC Regulation No. 4064-89 governing control of merger operations between companies) of the Pechiney group.

As a result, we hereby confirm our agreement to make a termination payment to you in the event that you resign within a period of one year following the date of such an acquisition of control.

This payment shall be not less than three times the amount of the base compensation which you received during the year preceding the date of acquisition of control of the Pechiney group (hereinafter the "Reference Year"), such amount being increased by the average of the bonuses paid during the Reference Year and the two years preceding the Reference Year.

Any termination other than in the circumstances contemplated by this agreement shall continue to be governed by the provisions of the labor code, the collective agreement, and by any other specific agreement that may have been entered into for your benefit.

I remain,

Very truly yours,

Jean-Pierre Rodier
Chairman

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FORM OF SEVERANCE AGREEMENT (IN THE EVENT OF RESIGNATION) BETWEEN PECHINEY AND EACH OF MS. BORIES AND MESSRS. GILLES-PIERRE LEVY, OLIVIER MALLET, JEAN-DOMINIQUE SENARD AND PIERRE VAREILLE

EX-99.(E)(5)

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Exhibit (e)(5)

Non-binding free translation into English for informational purposes only. Original in French.

FORM OF SEVERANCE AGREEMENT (IN THE EVENT OF TERMINATION) BETWEEN PECHINEY AND EACH OF MS. BORIES AND MESSRS. GILLES-PIERRE LEVY, OLIVIER MALLET, JEAN-DOMINIQUE
SENARD AND PIERRE VAREILLE

[PECHINEY LETTERHEAD]

[PECHINEY EXECUTIVE]

Paris, [DATE]

Dear [PECHINEY EXECUTIVE]:

Pursuant to our discussion, I am hereby confirming that the following amendment is being made to the provisions of your employment contract.

"In the event that your employment contract is terminated before the normal retirement age, for any reason whatsoever, except in the event of gross misconduct (faute grave) by you or your resignation, you shall receive a severance payment equal to three years of your last compensation (base + bonus).

Naturally, such payment shall include any amounts that may be payable to you in respect of the termination of your employment contract pursuant to the collective agreement and the agreements or practices in force within the company.

This decision, which has been made in light of the nature and importance of your duties within the Group, shall take effect as of this date."

This new letter cancels and replaces the previous letter dated [DATE].

For good order, please return one copy of this letter with your signature and the notation "confirming agreement".

I remain,

Very truly yours,

Jean-Pierre Rodier
Chairman

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FORM OF SEVERANCE AGREEMENT (IN THE EVENT OF TERMINATION) BETWEEN PECHINEY AND EACH OF MS. BORIES AND MESSRS. GILLES-PIERRE LEVY, OLIVIER MALLET, JEAN-DOMINIQUE SENARD AND PIERRE VAREILLE

EX-99.(E)(6)

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Exhibit (e)(6)

Non-binding free translation into English for informational purposes only. Original in French.

FORM OF AMENDMENT LETTER IN RESPECT OF CERTAIN SEVERANCE AGREEMENTS BETWEEN PECHINEY AND EACH OF MS. BORIES AND MESSRS. GILLES-PIERRE LEVY, OLIVIER MALLET, JEAN-DOMINIQUE SENARD AND PIERRE VAREILLE

[PECHINEY LETTERHEAD]

Paris, [DATE]

[PECHINEY EXECUTIVE]

Dear [Sir][Ms.],

I refer to my letter of [DATE], regarding the severance payment that you would receive if you were to voluntarily resign within 12 months following the acquisition of control of Pechiney by one or by several persons, acting together.

In order to eliminate any ambiguity, and in the spirit of the letter cited in the above paragraph, we have decided to align the method of calculation of the amounts that will be due to you on the date of your resignation, with the method that would prevail in the event that your employment contract were terminated on that same date.

The arrangements set forth in the letter of [DATE] remain otherwise unchanged.

I remain,

Very truly yours,

Jean-Pierre Rodier
Chairman

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Exhibit (e)(6)

EX-99.(E)(7)

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Exhibit (e)(7)

Non-binding free translation into English for informational purposes only. Original in French.

8/8/03

Cancels and replaces the regulations of 9/11/2000

PECHINEY GROUP

SUPPLEMENTAL PENSION PLAN

(GARANTIE DE RETRAITE SUPPLEMENTAIRE)

REGULATIONS

Article 1. Principles

These regulations define the conditions for the application, effective August 1, 2003, of the Pechiney Group pension plan for the beneficiaries who meet all the conditions stipulated in Articles 3, 4 and 8 at the time they retire.

As of such date, these regulations replace the regulations of the supplemental retirement plan for "co-decided" executives, although the effects of such plan for previous periods remain unchanged.

Article 2. Participating companies

"Pechiney Group", hereinafter the "Group", means the company "Pechiney" and its direct and indirect French subsidiaries that have subscribed to these regulations.

The "participating companies" in the plan on the effective date hereof are those listed in the attachment to these regulations.

Hereafter, companies that request to participate in this plan, and whose participation has been approved by the executive bodies of Pechiney, shall become "participating companies".

If a participating company ceases to belong to the Group, the vested benefits of retired participants and the potential benefits of currently working participants shall be governed by the provisions of Article 9.

Article 3. Participants

"Participants" are defined as executives who are Members of the Executive Committee.

Article 4. Conditions for eligibility for benefit rights

Eligibility for the benefits of the plan instituted by these regulations may occur only at the time of retirement of each Participant.

For the benefits of the plan to vest, a Participant must satisfy each of the following conditions precedent:

•

definitively terminate his/her professional career within one of the participating companies;



•

be at least sixty years old and be able to claim payment of the French Social Security retirement pension and the AGIRC/T2 and ARRCO pensions without reduction;



•

have served at least two years on the Executive Committee;



•

apply for payment of his/her French Social Security retirement pension and all supplemental pension rights;



•

not benefit from any other pension guarantee within the Group, such as the IPC, ACR, MSA or SAD.

The earliest age at which the Participant becomes eligible for benefit rights is his/her 60^th birthday, provided that such Participant can establish that he/she is entitled to claim for payment without reduction under the French Social Security, AGIRC/T2 and ARRCO pensions.

Non-binding free translation into English for informational purposes only. Original in French.

However, based on the needs of the Group's organization, Pechiney may grant, for a limited period, total or partial benefits under this plan as of the age of 60 for Participants who take their pension but are unable to show the number of quarterly periods necessary for application of the full rate.

In the event of retirement after the 65^th birthday, the right to claim benefits shall be considered effective on the first day of the calendar month immediately following the effective date of departure from the Group.

Article 5. Reference compensation

The compensation used as the reference for calculating pension rights consists of the aggregate of the gross annual base compensation paid to the Participant by all participating companies of the Group, or by other companies for which he/she acts on behalf of the Group, before any tax or social security withholding, plus any bonus that may have been paid in respect of the relevant years.

The reference compensation is calculated on the average of the gross annual full-time compensation so determined for the last years prior to the payment of pension benefits, up to a maximum of five. In cases of incomplete reference years or part-time years, the reference compensation will first be re-established on an annualized basis at full rate.

Each nominal, fixed or variable, annual or annualized compensation used for the calculation of these averages is first revalued in proportion to the average change in the value of the AGIRC pension units (points de retraite) for each relevant retirement year in question in relation to the value of these units at the time the Participant can claim benefits.

Article 6. Pension amount

The guarantee is equal to 65% of the reference compensation to the extent that such compensation is less than ten times the contribution ceiling provided in the French general Social Security retirement plan. For reference compensations exceeding this limit, the pension payment will decrease on a linear basis using the following formula:

up to a minimum of 50% starting from a total compensation equal to twenty times the ceiling for contributions to the foregoing general retirement plan.

In any event, any supplement that may be payable may not exceed 35% of the said reference compensation once the total of the retirement benefits is greater than 50% of the same reference compensation.

If significant changes in the method for setting the retirement ceiling for French Social Security are made, such adjustments shall be made as are necessary to maintain the relative level of the pension payment, as defined on the effective date of this plan.

Article 7. Deductible Pensions

The purpose of this plan is to ensure a pension supplement to executives who meet the conditions stipulated in Articles 3 and 4, up to the maximum limits stipulated in Article 6, taking into account all other pension rights acquired both in the service of the Group and from any prior professional activity.

For this purpose, the Participant must provide, under penalty of forfeiture of benefits, all documents showing all his/her other rights to pensions, retirement payments, and annuities acquired on the effective date of this plan for his/her entire professional career.

2

Non-binding free translation into English for informational purposes only. Original in French.

The amounts taken into account include all pension rights acquired prior to the time the relevant individual joined the Group.

Article 8. Specific provisions in the event of departure of the Participant at the company's initiative before the Participant claims his/her base retirement payments (French Social Security, AGIRC/T2, ARRCO).

1)

In the event that an employee leaves at the company's initiative (except in cases of dismissal for gross or willful misconduct (faute grave ou faute lourde)), the benefit of the pension plan shall be retained under the following conditions by Participants who cannot begin claiming their base retirement payments (French Social Security, AGIRC/T2, ARRCO) without reduction:

A)

Departure at or after the age of 60:
No early coefficient is applied.

B)

Departure between the ages of 50 and 60:
The following coefficients shall be applied to the guarantee defined in Article 6:
93% between the 59^th and 60^th birthdays
86% between the 58^th and 59^th birthdays
79% between the 57^th and 58^th birthdays
71% between the 56^th and 57^th birthdays
64% between the 55^th and 56^th birthdays
59% between the 54^th and 55^th birthdays
54% between the 53^rd and 54^th birthdays
49% between the 52^nd and 53^rd birthdays
44% between the 51^st and 52^nd birthdays
39% between the 50^th and 51^st birthdays

2)

In the case of a departure—whether upon dismissal at the initiative of the employer or upon resignation—which occurs in the year following the acquisition of control (as this is defined by Article 3 of EEC Regulation No. 4064-89 governing control of merger operations between companies) of the Pechiney Group by one or more persons acting together, the schedule applicable to the pension payment defined in Article 6 becomes:

A)

Departure at or after the age of 60:
No early coefficient is applied.

B)

Departure between the ages of 50 and 60:
The following coefficients shall be applied to the guarantee defined in Article 6:
100% between the 57^th and 60^th birthdays
93% between the 56^th and 57^th birthdays
86% between the 55^th and 56^th birthdays
79% between the 54^th and 55^th birthdays
71% between the 53^rd and 54^th birthdays
64% between the 52^nd and 53^rd birthdays
59% between the 51^st and 52^nd birthdays
54% between the 50^th and 51^st birthdays

C)

Departure before the age of 50.
The pension plan is cancelled.

3

Non-binding free translation into English for informational purposes only. Original in French.

The reference compensation will be calculated on the basis of the compensation over five years as if the employee had continued his/her career in the Group for three additional years, by using:

•

the base compensation of the next to last year of employment and four times the base compensation for the final year; and



•

a bonus calculated on the basis of the bonus actually paid in respect of the last two years of employment and 70% of the maximum bonus calculated on the base compensation for the final year of employment in respect of the other three years.

3)

The pensions, annuities and retirement payments described in Article 7, and taken into account for the calculation of deferred benefits to be paid by the Group, shall be retained at their amount on the date of eligibility for claiming such benefits acquired in respect of the employee's professional activity.

Article 9. Sale by the Group of a participating company

Except where otherwise stipulated in the instrument of sale, when a participating company ceases to be part of the Group, the Group's commitments under the plan shall be transferred to the participating company sold.

The Group may, however, provide that it may retain a portion of the commitment, which shall be strictly limited and prorated on the basis of the number of full calendar years of the Participants' length of service within the Group compared with the length of service that they would have had on the date of eligibility for payments under the plan if the participating company had continued to be part of the Group. In such a case, the following provisions shall apply:

•

the beneficiaries of the plan who are employed on the date of the sale, provided that they terminate their career within the company sold, may claim from the Group only the said prorated portion of benefits acquired up to the date of the sale; the reference compensation shall be calculated in accordance with the provisions of Article 5 on the basis of the years of employment immediately prior to the sale, and the readjustments stipulated in the last paragraph of the said Article shall be applied over the period extending from the date of the sale to the date the beneficiary can claim benefits.

The pensions, annuities and retirement payments described in Article 7 taken into account for the calculation of the deferred benefits to be paid by the Group, shall be retained at their amount on the date of eligibility for claiming such benefits acquired in respect of the employee's professional activity until the date on which the company sold no longer belongs to the Group.

•

supplemental pensions and survivorship benefits currently being paid on the date of the sale shall continue to be paid subject to the conditions set forth in these regulations.

In the event that, following a reorganization that affects the structure of the Pechiney Group, the beneficiary continues his/her career in a company that ceases to be part of the Group and over which Pechiney no longer exercises control (as this is defined by Article 3 of EEC Regulation No. 4064-89 governing control of merger operations between companies), Pechiney will, however, remain as guarantor and shall be jointly and severally liable for the obligations it has contracted under the terms of these regulations in respect of the period during which it owned such company.

Article 10. Survivors' pensions

Survivorship payments under the plan are provided for the spouse or for the dependent children of a deceased retiree, up to a maximum of the supplement necessary to bring all survivorship payments to the level defined in Article 11.

4

Non-binding free translation into English for informational purposes only. Original in French.

The survivor's benefit shall be paid to the surviving spouse subject to the following conditions, both of which must be satisfied:

•

the marriage took place at least two years before the effective date of the pension payments;



•

the surviving spouse can claim the survivor's benefits under the AGIRC pension plan for executives.

In the event of remarriage, the payment of the survivor's benefit is eliminated.

In the event of divorce, the survivor's benefits are paid under the following conditions:

a)

When the Participant leaves behind, upon his/her death, a divorced ex-spouse who has not remarried, that ex-spouse shall receive a survivor's benefit prorated on the basis of the duration of the dissolved marriage compared with the insurance period under the Social Security retirement system, unless the duration of such marriage was less than two years. The survivor's benefit may not, in any event, be greater than the rate stipulated in Article 11§A.



b)

When the Participant leaves behind, upon his/her death, a spouse and one or more divorced and non-remarried ex-spouses, the payments of these ex-spouses, calculated on the basis of the duration of their marriage in relation to the total duration of the Participant's marriages, shall be deducted from the rights of the spouse.

In both cases above, the amount of the deductible resources described in Article 7 shall be equal, for each beneficiary, to the portion of the survivor's benefits due to them under external retirement plans (French Social Security, ARRCO, AGIRC, etc.).

If there is no surviving spouse, a survivor's benefit under the guarantee is granted to each dependent child under the age of 18 or under the age of 26 if the child is a full-time student, or without age limit if the child is disabled, but subject to deduction of the Allocation for Handicapped Adults.

Article 11. Survivor's benefit rate under the pension plan

A)

Surviving spouse

Subject to the provisions stipulated in Article 9 [sic] in the event of remarriage, the survivor's benefit is equal to 60% of the pension rights acquired by the Participant on the same date.

B)

Orphans

The amount of the survivor's benefit for each child orphaned from his father and mother is equal to 20% of the pension rights that have vested in respect of the Participant on the date of his/her death, but may not exceed 60% of such pension rights.

Article 12. Death while employed

In cases where the employee dies while employed, no survivorship benefit is granted under these regulations.

On the other hand, for the Participants covered by the provisions of Article 8-1) A) and B) and 8-2) A) and B) of these regulations, a survivor's benefit is provided once the AGIRC survivor's benefit is paid. It is equal for the surviving spouse to 60% of the guarantee acquired by the Participant and to 20% for each child orphaned from his father and mother, but may not exceed a total of 60%.

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Non-binding free translation into English for informational purposes only. Original in French.

Article 12. [sic] Payment of benefits

The annuities, if any, due under the plan shall be paid in the form of annuities payable quarterly, in arrears, commencing from the date one can claim under the plan.

The first payment, which is prorated on the basis of the actual period elapsed, shall be made on the last day of the calendar quarter in which the date of claim occurs.

If benefits end during a quarter, a prorated payment shall be paid on the last day of that calendar quarter.

Article 13. Revaluation of benefits

The amount of the supplemental benefits due under the plan shall be definitively determined on the date of effectiveness of retirement. Such amount shall then be revalued on the basis of the change in executive retirement units (points de retraite cadres) (AGIRC) for the entire period of service of the executive.

Article 14. Other Provisions

Pechiney may revise the provisions of these regulations in the event that laws and/or regulations, notably those governing pension plans, are amended significantly compared with those in effect on August 1, 2003.

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Exhibit (e)(7)

PECHINEY GROUP SUPPLEMENTAL PENSION PLAN (GARANTIE DE RETRAITE SUPPLEMENTAIRE) REGULATIONS
Non-binding free translation into English for informational purposes only. Original in French.