SC TO-T

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

SCHEDULE TO
(Rule 14d-100)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

Alcan Inc.
(Name of Subject Company (Issuer))

Rio Tinto Canada Holding Inc.
an indirect wholly-owned subsidiary of Rio Tinto plc

and

Rio Tinto plc
(Names of Filing Persons (Offeror))

Common Shares
(Title of Class of Securities)

(013716105)
(CUSIP Number of Class of Securities)

Anette V Lawless
Rio Tinto plc
6 St James's Square
London SW1Y 4LD
United Kingdom
Tel: 011 44 20 7930 2399

with a copy to

Thomas B. Shropshire, Jr.
Linklaters LLP
One Silk Street
London EC2Y 8HQ
United Kingdom
Tel: 011 44 20 7456 2000
(Name, Address, and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)

CALCULATION OF FILING FEE

Transaction Valuation(1)	Amount of Filing Fee(1)(2)
$19,065,207,127	$585,302

(1)

For purposes of calculating the filing fee pursuant to Rule 0-11(d) only, the transaction value of the Alcan Common Shares to be received by Rio Tinto, assuming acceptance of the Offer by holders in the United States, is calculated as follows: 188,764,427 Alcan Common Shares in the United States, representing 50% of the entire issued share capital, multiplied by $101, the cash consideration being offered per Alcan Common Share, which yields $19,065,207,127, multiplied by 0.0000307, which yields $585,302. Each of the capitalized terms used is defined below.

(2)

Sent via wire transfer to the SEC on July 24, 2007.

o

Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:	Filing Party:
Form or Registration No.:	Date Field:

o

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

Check the appropriate boxes below to designate any transactions to which the statement relates:

ý

third-party tender offer subject to Rule 14d-1.

o

issue tender offer subject to Rule 13e-4.

o

going-private transaction subject to Rule 13e-3.

o

amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

        This Tender Offer Statement on Schedule TO (this "Schedule TO") is filed by Rio Tinto plc, a public limited company organized under the laws of England and Wales ("Rio Tinto"), and by Rio Tinto Canada Holding Inc. (referred to herein as the "Offeror"), a corporation incorporated under the laws of Canada, and an indirect wholly-owned subsidiary of Rio Tinto, and relates to the offer (the "Offer") by the Offeror to purchase, upon the terms and subject to the conditions set forth in the take-over bid circular, dated July 24, 2007 (the "Circular"), and the related Letter of Transmittal, Notice of Guaranteed Delivery and other documents disseminated therewith, each issued and outstanding common share of Alcan Inc., a corporation incorporated under the laws of Canada ("Alcan"), together with the associated rights (the "Alcan Rights" and, together with the common shares of Alcan, the "Alcan Common Shares") issued and outstanding under the Alcan Shareholders Rights Agreement, made as of December 14, 1989, amended on February 8, 1990 and March 5, 1990, approved by shareholders on April 26, 1990, amended and restated on March 2, 1995 and April 24, 1995, reconfirmed by shareholders on April 27, 1995, amended and restated on April 22, 1999, reconfirmed by shareholders on April 22, 2002 and amended on April 28, 2005, between Alcan and CIBC Mellon Trust Company, as rights agent for U.S.$101 (equivalent to Cdn$105.44 based on the July 20, 2007 Bank of Canada Noon Rate) per Alcan Common Share in cash (less any applicable withholding taxes and without interest).

ITEM 1. SUMMARY TERM SHEET.

        The information set forth in the "Questions and Answers" and in the "Summary of the Offer" contained in the Circular is incorporated herein by reference.

ITEM 2. SUBJECT COMPANY INFORMATION.

        The name of the subject company is Alcan Inc., a corporation incorporated under the laws of Canada, with its principal executive offices located at 1188 Sherbrooke Street West, Montreal, Québec, Canada H3A 3G2. The telephone number of Alcan's principal executive offices is (514) 848-8000.

        The class of securities to which this Schedule TO relates is the Alcan Common Shares, other than the Alcan Common Shares owned directly or indirectly by the Offeror on any date upon which the Offeror takes up and pays for Alcan Common Shares pursuant to the Offer. Information concerning the number of outstanding Alcan Common Shares is set forth in "About Alcan Inc.—Alcan Authorized and Outstanding Share Capital" of the Circular and is incorporated herein by reference.

        Information concerning the trading markets and sales prices of the Alcan Common Shares is set forth in "Market Prices" of the Circular and is incorporated herein by reference.

ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.

        This Schedule TO is being filed by Rio Tinto plc, a public limited company organized under the laws of England and Wales, and Rio Tinto Canada Holding Inc, a corporation incorporated under the laws of Canada, and an indirect wholly-owned subsidiary of Rio Tinto plc. Information regarding the principal business of Rio Tinto is set forth in "About Rio Tinto" of the Circular and is incorporated herein by reference. Information regarding the principal business of Rio Tinto Canada Holding Inc. is set forth in the section entitled "About Rio Tinto Canada Holding Inc." of the Circular and is incorporated herein by reference.

        Information required by Item 1003(c) of Regulation M-A with respect to the directors and executive officers of Rio Tinto and the Offeror, is set forth in "Appendix A" to the Circular and is incorporated herein by reference.

        During the past five years, none of Rio Tinto, Rio Tinto Canada Holding Inc. nor, to the best knowledge of Rio Tinto, any of the persons listed in "Appendix A" to the Circular (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining future violations of,

or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of such laws.

ITEM 4. TERMS OF THE TRANSACTION.

        The information set forth in "Offer" of the Circular is incorporated herein by reference.

ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.

        The information set forth in "Relationships between the Offeror and Alcan" and "Background to the Offer" of the Circular is incorporated herein by reference.

ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.

        The information set forth in "Purpose of the Offer—Purpose; Subsequent Acquisition Transaction," "Purpose of the Offer—Other Plans," and "Support Agreement—Alcan Board Representation" of the Circular is incorporated herein by reference.

ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

        The information set forth in "Source and Amount of Funds" of the Circular is incorporated herein by reference.

ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.

        The information set forth in "Relationships between the Offeror and Alcan—Beneficial Ownership of and Trading in Securities of Alcan," "—Commitments to Acquire Securities of Alcan," and "—Market Purchases" of the Circular is incorporated herein by reference.

ITEM 9. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.

        The information set forth in "Support Agreement" and "Fees and Expenses" of the Circular is incorporated herein by reference.

ITEM 10. FINANCIAL STATEMENTS.

        Not Applicable.

ITEM 11. ADDITIONAL INFORMATION.

        The information set forth in the Circular, the Letter of Transmittal and the Notice of Guaranteed Delivery is incorporated herein by reference.

ITEM 12. EXHIBITS.

(a)(1)(A)	Circular, dated July 24, 2007.
(a)(1)(B)	Form of Letter of Transmittal.
(a)(1)(C)	Form of Notice of Guaranteed Delivery.
(a)(1)(D)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(E)	Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(5)(A)	Summary Advertisement in The Wall Street Journal, dated July 24, 2007.
(a)(5)(B)	Press release announcing commencement of the Offer, dated July 24, 2007.

(b)(1)	Facility Agreement, dated July 12, 2007, among Rio Tinto, Credit Suisse, Deutsche Bank AG, London Branch, The Royal Bank of Scotland plc, and Societe Generale.
(d)(1)	Support Agreement, dated July 12, 2007, among Alcan, the Offeror and Rio Tinto.
(d)(2)	English language translation of undertakings and confirmations made by Rio Tinto and Offeror to the Government of Quebec and Alcan, dated July 11, 2007.
(d)(3)	Confidentiality Agreement, dated April 11, 2007 between Alcan and Rio Tinto.
(d)(4)	Amendment to Confidentiality Agreement, dated June 25, 2007.
(d)(5)	Standstill Agreement, dated June 13, 2007, between Alcan and Rio Tinto.
(d)(6)	Amendment to Support Agreement, dated July 20, 2007, among Alcan, the Offeror and Rio Tinto.
(g)	None.
(h)	None.

ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.

        Not applicable.

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.

RIO TINTO PLC
By:	/s/  GUY ELLIOTT
Name:	Guy Elliott
Title:	Finance Director
RIO TINTO CANADA HOLDING INC.
By:	/s/  IAN RATNAGE
Name:	Ian Ratnage
Title:	Director

Date: July 24, 2007

EXHIBIT INDEX

(a)(1)(A)	Circular, dated July 24, 2007.
(a)(1)(B)	Form of Letter of Transmittal.
(a)(1)(C)	Form of Notice of Guaranteed Delivery.
(a)(1)(D)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(E)	Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(5)(A)	Summary Advertisement in The Wall Street Journal, dated July 24, 2007.
(a)(5)(B)	Press release announcing commencement of the Offer, dated July 24, 2007.
(b)(1)	Facility Agreement, dated July 12, 2007, among Rio Tinto, Credit Suisse, Deutsche Bank AG, London Branch, The Royal Bank of Scotland plc, and Societe Generale.
(d)(1)	Support Agreement, dated July 12, 2007, among Alcan, the Offeror and Rio Tinto.
(d)(2)	English language translation of undertakings and confirmations made by Rio Tinto and Offeror to the Government of Quebec and Alcan, dated July 11, 2007.
(d)(3)	Confidentiality Agreement, dated April 11, 2007 between Alcan and Rio Tinto.
(d)(4)	Amendment to Confidentiality Agreement, dated June 25, 2007.
(d)(5)	Standstill Agreement, dated June 13, 2007, between Alcan and Rio Tinto.
(d)(6)	Amendment to Support Agreement, dated July 20, 2007, among Alcan, the Offeror and Rio Tinto.
(g)	None.
(h)	None.

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SIGNATURE
EXHIBIT INDEX

EX-99.(A)(1)(A)

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Exhibit 99(a)(1)(A)

This document is important and requires your immediate attention. If you have any questions as to how to deal with it, you are encouraged to consult your investment dealer, stockbroker, bank manager, accountant, lawyer or other professional advisor. The Offer has not been approved or disapproved by the SEC or any securities regulatory authority in Canada or the United States or any other jurisdiction nor has any securities regulatory authority expressed an opinion about, or passed upon the fairness or merits of, the Offer contained in this document or the adequacy of the information contained in this document. Any representation to the contrary is unlawful.

RIO TINTO CANADA HOLDING INC.,
an indirect wholly-owned subsidiary of

Rio Tinto plc,
OFFERS TO PURCHASE FOR CASH
all of the outstanding Common Shares
of
ALCAN INC.
at a price of
U.S.$101 Per Common Share

        Rio Tinto Canada Holding Inc. (referred to herein as the "Offeror"), a corporation incorporated under the laws of Canada, and an indirect wholly-owned subsidiary of Rio Tinto plc, a public limited company organized under the laws of England and Wales ("Rio Tinto"), hereby offers to purchase (the "Offer"), upon the terms and subject to the conditions set forth in this Offer and in the related letter of transmittal (the "Letter of Transmittal"), each issued and outstanding common share of Alcan Inc. ("Alcan"), together with the associated rights (the "Alcan Rights") (and, together with the common shares of Alcan, the "Alcan Common Shares") issued and outstanding under Alcan's Shareholder Rights Plan which is described under "Shareholder Rights Plan" in this take-over bid circular (the "Circular"), for U.S.$101 (equivalent to Cdn$105.44 based on the July 20, 2007 Bank of Canada Noon Rate) per Alcan Common Share in cash (less any applicable withholding taxes and without interest) (the "Offer Consideration"). The Offer Consideration represents a 65.5% premium over the closing price of Alcan Common Shares on the New York Stock Exchange (the "NYSE") on May 4, 2007, the last trading day prior to the announcement of an offer by Alcoa Inc. to purchase all of the outstanding Alcan Common Shares, which offer was withdrawn on July 12, 2007.

The Offer will be open for acceptance until 6:00 p.m., Eastern Time, on September 24, 2007, unless extended or withdrawn by the Offeror (the "Expiry Time"). The Offeror will not amend the Offer in such a manner as would cause the Expiry Time of the Offer to occur earlier than such date and time, take up any shares prior to the Expiry Time, alter the withdrawal rights of Alcan shareholders or shorten or eliminate the Subsequent Offering Period (as defined below), except with the consent of Alcan. Alcan Common Shares deposited under the Offer may be withdrawn at any time prior to being taken up.

THE BOARD OF DIRECTORS OF ALCAN HAS UNANIMOUSLY DETERMINED THAT THE OFFER IS FAIR, FROM A FINANCIAL POINT OF VIEW, TO THE HOLDERS OF ALCAN COMMON SHARES AND IN THE BEST INTERESTS OF ALCAN AND THE HOLDERS OF ALCAN COMMON SHARES AND UNANIMOUSLY RECOMMENDS THAT SUCH HOLDERS ACCEPT THE OFFER AND DEPOSIT THEIR ALCAN COMMON SHARES UNDER THE OFFER.

        The Offer is subject to certain conditions, which are described in the section entitled "Offer — Conditions of the Offer" beginning on page 17, including, without limitation, there having been validly deposited under the Offer and not withdrawn at the Expiry Time that number of Alcan Common Shares that, when added to the Alcan Common Shares then owned by the Offeror or any of its subsidiaries, constitutes at least 66²/3% of the Alcan Common Shares outstanding (calculated on a fully diluted basis) at the time Alcan Common Shares are taken up under the Offer. Subject to applicable law and to the terms of the Support Agreement dated July 12, 2007, as amended on July 20, 2007 with effect as of July 12, 2007, between Alcan, the Offeror and Rio Tinto (the "Support Agreement"), the Offeror reserves the right to withdraw the Offer and not to take up and pay for any Alcan Common Shares deposited under the Offer unless each of the conditions of the Offer is satisfied or waived by the Offeror at or prior to the Expiry Time. The Offer is not conditional upon the Offeror entering into any financing arrangements and is not subject to any financing condition.

        The Dealer Managers for the Offer are:

In the United States:	In Canada:
Deutsche Bank Securities Inc.	CIBC World Markets Inc.
Toll Free: 1 (877) 221-7676	Toll Free: 1 (866) 744-2030 (English) Telephone: 1 (514) 847-6638 (French)

July 24, 2007

        The Offeror is making the Offer to acquire all the outstanding Alcan Common Shares. If Alcan Common Shares validly deposited under the Offer are taken up and paid for, the Offeror will, subject to applicable law, seek to acquire, directly or indirectly, all outstanding Alcan Common Shares not deposited under the Offer by way of a subsequent acquisition transaction. The terms of any such subsequent acquisition transaction will provide that each such outstanding Alcan Common Share will entitle its holder to receive the same consideration as that paid under the Offer. The acquisition of the Alcan Common Shares under the Offer is also subject to the approval of the shareholders of Rio Tinto and Rio Tinto Limited at general meetings to be duly called and held for the purposes of obtaining the approval of the acquisition of the Alcan Common Shares pursuant to the Offer by the shareholders of Rio Tinto and of Rio Tinto Limited voting as a joint electorate and, in the case of Rio Tinto, the sanction by the shareholders of Rio Tinto to the borrowings of the "RT Group" and the "RTL Group" (both expressions as defined in Rio Tinto's Articles of Association) exceeding an amount of one and a half times "Unified Group Share Capital and Reserves" (as defined in Rio Tinto's Articles of Association) in order to allow the entering into of the Facility Agreement (as defined below) by Rio Tinto, the Offeror and Rio Tinto Finance plc. See section entitled "Circular — Source and Amount of Funds".

        Pursuant to the Support Agreement, Alcan has agreed to support the Offer, subject to the conditions set forth therein. Alcan Common Shares are currently traded on the Toronto Stock Exchange (the "TSX"), the NYSE and the SWX Swiss Exchange (the "SWX") under the symbol "AL", on the London Stock Exchange (the "LSE") under the symbol "AAN" and on Euronext Paris under the symbol "ALC". Unsponsored international depositary receipts ("IDRs") representing Alcan Common Shares are also traded on Euronext Brussels under ISIN code BE 004389244.

If you wish to accept the Offer you should either (i) complete and sign the accompanying Letter of Transmittal (or a manually signed facsimile copy thereof) in accordance with the instructions in the Letter of Transmittal and mail or deliver it together with the certificate(s) evidencing deposited Alcan Common Shares, and any other required documents, to Computershare Investor Services Inc., as depositary (the "Depositary"), at any of its offices specified in the Letter of Transmittal, (ii) deposit your Alcan Common Shares under the Offer pursuant to the procedures for book-entry transfer set forth in the section entitled "Offer — Manner of Acceptance," or (iii) request your broker, dealer, commercial bank, trust company or other nominee to effect the transaction for you. If your Alcan Common Shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee you must contact such broker, dealer, commercial bank, trust company or other nominee if you wish to deposit your Alcan Common Shares under the Offer.

If you wish to deposit your Alcan Common Shares under the Offer and (i) the certificates representing your Alcan Common Shares are not immediately available, (ii) you cannot deliver the certificates representing Alcan Common Shares and/or Alcan Rights, if applicable, and all other required documents to the Depositary before the Expiry Time, (iii) you cannot comply with the procedures for book-entry transfer on a timely basis, or (iv) the Separation Time (as defined under the section entitled "Offer — Shareholder Rights Plan") has occurred before the Expiry Time but Rights Certificates have not been distributed to Alcan shareholders before the Expiry Time, your Alcan Common Shares may nevertheless be validly deposited under the Offer in compliance with the procedures for guaranteed delivery using the accompanying notice of guaranteed delivery (the "Notice of Guaranteed Delivery"). See the section entitled "Offer — Manner of Acceptance".

All Alcan Common Shares taken up under the Offer will be paid for in U.S. dollars only.

Questions or requests for assistance may be directed to the Information Agent at its address and telephone numbers, or either of the Dealer Managers at their telephone numbers, in each case, as set forth on the back cover of this document. Requests for additional copies of this document, the accompanying Letter of Transmittal and the Notice of Guaranteed Delivery may be directed to the Information Agent, and copies will be furnished promptly at the Offeror's expense. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer.

The Offeror has not authorized anyone to provide any information or make any representation about the Offeror or its affiliates that is different from, or in addition to, the information and representations contained in the Offer or in any materials regarding the Offeror or its affiliates accompanying this document or incorporated by reference herein or therein. You should not rely on any information or any representation regarding the

ii

Offeror or its affiliates not contained in this document or not contained in any material accompanying this document or incorporated by reference in it.

While the Offer is being made to all holders of Alcan Common Shares, this document does not constitute an offer or a solicitation in any jurisdiction in which such offer or solicitation is unlawful. The Offer is not being made in, nor will deposits be accepted in, any jurisdiction in which the making or acceptance thereof would not be in compliance with the laws of such jurisdiction. However, the Offeror may, in its sole discretion, take such action as it may deem necessary to make the Offer in any such jurisdiction. Any holder of Alcan Common Shares in a jurisdiction in which such an offer or solicitation is unlawful may collect copies of this document and related documents at the offices of the Depositary set forth on the back cover.

The information contained in this document speaks only as of the date of this document, and the Offeror does not undertake any duty to update any such information, except to reflect a material change in the information previously disclosed as required by applicable law.

THIS DOCUMENT AND THE RELATED LETTER OF TRANSMITTAL AND, IF APPLICABLE, NOTICE OF GUARANTEED DELIVERY CONTAIN IMPORTANT INFORMATION AND YOU SHOULD CAREFULLY READ THEM IN THEIR ENTIRETY BEFORE MAKING A DECISION WITH RESPECT TO THE OFFER.

ADDITIONAL INFORMATION ABOUT THE RIO TINTO GROUP AND ALCAN IS AVAILABLE AT THE INTERNET WEBSITES MAINTAINED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE "SEC") AND CANADIAN SECURITIES REGULATORY AUTHORITIES AT WWW.SEC.GOV AND WWW.SEDAR.COM, RESPECTIVELY. THIS DOCUMENT, THE TENDER OFFER STATEMENT ON SCHEDULE TO PREPARED BY THE OFFEROR AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 PREPARED BY ALCAN CAN BE OBTAINED FROM THE SEC'S WEBSITE FREE OF CHARGE, ONCE FILED. THE INFORMATION CONTAINED ON THE WEBSITES IS NOT INCORPORATED BY REFERENCE INTO THE OFFER AND YOU SHOULD NOT CONSIDER INFORMATION CONTAINED ON THE WEBSITES AS PART OF THE OFFER. PLEASE SEE THE SECTION ENTITLED "WHERE YOU CAN FIND ADDITIONAL INFORMATION".

NOTICE TO SHAREHOLDERS IN THE UNITED STATES

Shareholders in the United States should be aware that the disposition of Alcan Common Shares by you as described herein may have tax consequences both in the United States and in Canada. Such consequences may not be fully described herein and you are encouraged to consult your tax advisors. See "Material U.S. Federal Income Tax Considerations" beginning on page 63 and "Material Canadian Federal Income Tax Considerations" beginning on page 58.

The enforcement by investors of civil liabilities under U.S. federal securities laws may be affected adversely by the fact that the Offeror is organized under the laws of Canada, that all of the Offeror's officers and directors reside outside the United States and that all or a substantial portion of the assets of the Offeror and such persons may be located outside the United States.

To the extent permissible under Canadian and U.S. law, the Offeror, Rio Tinto and their nominees, advisors or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, Alcan Common Shares outside the United States during the period in which the Offer remains open for acceptance. Any such purchases, or arrangements to purchase, must comply with applicable Canadian rules, including the restriction that such purchases not exceed 5% of the outstanding Alcan Common Shares as of the date of the Offer. The Offeror will disclose such purchases, if any, as required by Canadian law or the rules and regulations of the TSX and will also publicly release such information in the United States. Any Alcan Common Shares purchased by the Offeror during the Offer other than pursuant to the Offer would be counted in the determination as to whether the Minimum Tender Condition has been fulfilled.

The Offeror reserves the right to commence a Subsequent Offering Period (as defined below) pursuant to Rule 14d-11 under the Exchange Act which will commence immediately after the Expiry Time. To the extent that there is a Subsequent Offering Period, unless otherwise agreed with Alcan, it shall remain open for at least ten business days and may be extended in accordance with Rule 14d-11 or as otherwise permitted by the SEC.

iii

NOTICE TO SHAREHOLDERS IN FRANCE

        The Offer can only be made to holders in France of Shares admitted to trading on Euronext Paris (the "French Shares") after review by the Autorité des Marchés Financiers of a French offer notice (Communiqué établi conformément à l'article 231-24 du Règlement général), addressing issues specific to holders of French Shares (the "French Offer Notice"). This French Offer Notice will be distributed in France to holders of French Shares and the Offer will be made to such holders. The French Offer Notice makes reference to the Offer, the Circular and other documents incorporated by reference therein.

HOLDERS IN BELGIUM OF SHARES AND IDRs

        The Belgian supplement, addressing issues specific to holders of Alcan Common Shares and/or international depositary receipts in Belgium (the "IDRs") in Belgium (the "Belgian Supplement") is expected to be approved, together with this document, by the Belgian Banking, Finance and Insurance Commission. Until such approval has been obtained, the Offer cannot be made in Belgium to any holders of Alcan Common Shares and/or IDRs. Once such approval has been obtained, this document will be distributed in Belgium to all holders of Alcan Common Shares and/or IDRs but only together with the Belgian Supplement, and the Offer will then be made to such holders.

NOTICE TO HOLDERS OF OPTIONS

        The Offer is made only for Alcan Common Shares. The Offer is not made for any options or any other rights (other than Alcan Rights) to acquire Alcan Common Shares (including options to purchase shares of Pechiney (the "Pechiney Options")) (such options, together with the Pechiney Options are referred to in this document as the "Options"). Subject to the receipt of all required regulatory approvals, Alcan has agreed in the Support Agreement to take steps to permit holders of Options issued under the Alcan Stock Option Plans, whether currently exercisable or not, to exercise all such Options on a cashless basis for the underlying Alcan Common Shares (and solely for the purpose of tendering such Alcan Common Shares under the Offer), which exercise shall be conditional upon the Offeror taking up the Alcan Common Shares deposited under the Offer.

        If a holder of Options does not exercise such Options or, in the case of the Pechiney Options, such Pechiney Options are not according to their terms otherwise exercisable, such Options will be redeemed and cancelled, conditional upon, and effective immediately before, the Offeror taking up the Alcan Common Shares under the Offer and the holder of such Options will receive for each Option held (i) where the Offer Consideration (or, in the case of Pechiney Options, such Offer Consideration multiplied by the number of Alcan Common Shares to be issued on the exchange of each share issued under the Pechiney Option as determined under the terms of the Liquidity Agreement entered into by holders of Pechiney Options) exceeds the exercise price per Common Share under the Option or the exercise price per share of Pechiney under the Pechiney Option, a cash payment equal to the amount of such excess (less any applicable Taxes), and (ii) otherwise, no consideration.

        The tax consequences to holders of Options of exercising their Options, or having them redeemed and cancelled, are not described in the Offer or the Circular. Holders of Options should consult their tax advisors for advice with respect to potential tax consequences to them in connection with the decision to exercise or not exercise their Options.

iv

EXCHANGE RATE INFORMATION

        In this document, "$" and "U.S.$" refer to U.S. dollars, and "Cdn$" refers to Canadian dollars.

        On July 20, 2007, the exchange rate for one U.S. dollar expressed in Canadian dollars based upon the Bank of Canada Noon Rate was Cdn$1.0440.

FORWARD-LOOKING STATEMENTS

        Certain statements and assumptions in this Offer and the Circular about the Offeror, Rio Tinto, and Alcan, including statements made in the sections entitled, "Purpose of the Offer," and "Acquisition of Shares Not Deposited," contain or are based on "forward-looking" information and involve risks and uncertainties. Such statements include, but are not limited to, statements with regard to the outcome of the Offer, and may be (but are not necessarily) identified by the use of phrases such as "will", "expect", "intends" "anticipate", and "believe". By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future and may be outside the control of the Offeror, Rio Tinto or Alcan. Actual results and developments may differ materially from those expressed or implied in such statements because of a number of factors, including the outcome of the Offer and such other factors identified in Rio Tinto's most recent Annual Report on Form 20-F filed with the SEC or Form 6-Ks furnished to the SEC or Alcan's most recent periodic and current reports on Form 10-K, 10-Q or 8-K filed with the SEC (as the case may be).

CERTAIN DEFINED TERMS

        Unless otherwise defined, capitalized terms used in this Circular have the meanings given to them in the Support Agreement. The Support Agreement and the amendment to the Support Agreement dated July 20, 2007 were filed by Alcan with securities regulators in Canada on SEDAR (and are available free of charge at www.sedar.com under Alcan's profile) and with the SEC under Form 8-K. Documents filed with the SEC are available free of charge at www.sec.gov under Alcan's profile.

v

TABLE OF CONTENTS

			Page
QUESTIONS AND ANSWERS			1
SUMMARY OF THE OFFER			4
	The Offer		4
	Currency of Payment		4
	Treatment of Other Alcan Securities		4
	About Rio Tinto		4
	About the Offeror		5
	About Alcan Inc.		5
	Support Agreement		5
	Purpose of the Offer		6
	Reasons for Accepting the Offer		6
	Time for Acceptance		6
	Manner of Acceptance		7
	Subsequent Offering Period		7
	Conditions of the Offer		8
	Source and Amount of Funds		8
	Take Up of, and Payment for, Deposited Alcan Common Shares		8
	Dividends and Distributions		8
	Right to Withdraw		9
	Dealer Managers, Soliciting Dealer Group and Information Agent		9
	Material Canadian Federal Income Tax Considerations		9
	Material U.S. Federal Income Tax Considerations		9
	Interests of Certain Persons in the Offer		10
	Other Terms		10
	Terminology Used		10
MARKET PRICES			11
REPORTING CURRENCIES AND FINANCIAL PRINCIPLES			11
OFFER			12
	The Offer		12
	Time for Acceptance		12
	Manner of Acceptance		12
		Letter of Transmittal	12
		Currency of Payment	13
		Book-Entry Transfer	14
		Procedures for Guaranteed Delivery	14
		General	15
		Power of Attorney	15
		Depositing Alcan Shareholders' Representations and Warranties	16
	Conditions of the Offer		17
	Extension of the Expiry Time, Withdrawal, Variation or Change of the Offer		20
		Subsequent Offering Period	21
	Shareholder Rights Plan		22
	Take Up of, and Payment for, Deposited Alcan Common Shares		24
	Right to Withdraw		25
	Return of Alcan Common Shares		26
	Mail Service Interruption		26
	Notice		26
	Interests of Certain Persons in the Offer		27
	Dividends and Distributions		27
	Market Purchases		27
	Unauthorized Representations		28
	Other Terms		28
CIRCULAR			30
ABOUT RIO TINTO			30
ABOUT RIO TINTO CANADA HOLDING INC.			30
ABOUT ALCAN INC.			31
	Alcan Authorized and Outstanding Share Capital		31
		Alcan Common Shares	31
		Alcan Preference Shares	31
	Dividend Policy		32
RELATIONSHIPS BETWEEN THE OFFEROR AND ALCAN			32
	Beneficial Ownership of and Trading in Securities of Alcan		32
	Commitments to Acquire Securities of Alcan		32
	Market Purchases		33
	Arrangements, Agreements or Understandings		33
	Material Changes and Other Information		34
BACKGROUND TO THE OFFER			34

vi

SUPPORT AGREEMENT			38
		Support of the Offer by Alcan	38
		The Offer	38
		Shareholder Rights Plan	38
		Alcan Board Representation	39
		No Solicitation Covenant	39
		Ability of Alcan to Accept a Superior Proposal	40
		Opportunity to Match	41
		Reaffirmation of Recommendation by the Board of Directors of Alcan	42
		Subsequent Acquisition Transaction	42
		Pre-Acquisition Reorganization	42
		Termination of the Support Agreement	42
		Termination Payments	44
		Expense Reimbursement	44
		Representations and Warranties	45
		Conduct of Business	45
		Rio Tinto Shareholders Approval	46
		Other Covenants	46
		Alcan Officers and Directors	46
		Outstanding Alcan Options	47
PURPOSE OF THE OFFER			47
	Purpose; Subsequent Acquisition Transaction		47
	Reasons for Accepting the Offer		47
	Other Plans		48
	Treatment of Other Alcan Securities		49
SOURCE AND AMOUNT OF FUNDS			49
FEES AND EXPENSES			50
EFFECT OF THE OFFER ON THE MARKET FOR ALCAN COMMON SHARES; STOCK EXCHANGE LISTING AND PUBLIC DISCLOSURE			51
REGULATORY MATTERS			51
	Hart-Scott-Rodino Act		51
	Exon-Florio Act		52
	Competition Act (Canada)		52
	Investment Canada Act		53
	EC Merger Regulation		53
	Australia		53
		Trade Practices Act (Australia)	53
		Foreign Acquisitions and Takeovers Act (Australia)	53
	France		54
	Securities Regulatory Matters		54
	Other Governmental or Regulatory Consents or Approvals		54
ACQUISITION OF SHARES NOT DEPOSITED			54
	Compulsory Acquisition		54
	Compelled Acquisition		55
	Alternative Subsequent Acquisition Transaction		55
	Judicial Developments		58
MATERIAL CANADIAN FEDERAL INCOME TAX CONSIDERATIONS			58
	Introduction		58
	Holders Resident in Canada		59
		Compulsory Acquisition	59
		Compelled Acquisition	60
		Alternative Subsequent Acquisition Transaction	60
		Qualified Investment	61
	Holders Not Resident in Canada		61
		Compulsory Acquisition	62
		Compelled Acquisition	62
		Alternative Subsequent Acquisition Transaction	62
		Delisting of Alcan Common Shares Following Completion of the Offer	62
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS			63
		Disposition of Alcan Common Shares and Receipt of Cash Pursuant to the Offer	64
		Acquisition of Alcan Common Shares Not Deposited	64
	Information Reporting and Backup Withholding		65
WHERE YOU CAN FIND ADDITIONAL INFORMATION			65
ALCAN INFORMATION			65
LEGAL MATTERS			65
STATUTORY RIGHTS			65
DIRECTORS' APPROVAL			65
APPROVAL AND CERTIFICATE OF RIO TINTO CANADA HOLDING INC.			66
APPENDIX A DIRECTORS AND EXECUTIVE OFFICERS OF THE OFFEROR AND RIO TINTO			A-1
	Directors and Executive Officers of Rio Tinto plc		A-1
	Directors of Rio Tinto Canada Holding Inc.		A-12

vii

QUESTIONS AND ANSWERS

The following are questions and answers regarding the Offer that may be of interest to holders of Alcan Common Shares. This information is to be read in conjunction with, and is qualified in its entirety by, the more detailed information contained in the Circular and related material, including the Letter of Transmittal and Notice of Guaranteed Delivery accompanying this Circular.

The Circular as well as other materials filed with the Canadian securities regulatory authorities are available electronically without charge at www.sedar.com. The Tender Offer Statement on Schedule TO filed with the SEC by the Offeror and the Solicitation/Recommendation Statement on Schedule 14D-9 filed with the SEC by Alcan are available electronically without charge at the SEC's website, www.sec.gov. These materials are also available without charge at Rio Tinto's website, www.riotinto.com.

WHO IS OFFERING TO PURCHASE ALCAN COMMON SHARES?

        An indirect wholly-owned subsidiary of Rio Tinto is offering to purchase all of the outstanding Alcan Common Shares. Rio Tinto is one of the world's leading mining and exploration companies.

WHAT IS THE OFFER?

        The Offer Consideration is a cash amount of U.S.$101 (equivalent to Cdn$105.44 based on the July 20, 2007 Bank of Canada noon rate) per Alcan Common Share (less any applicable withholding taxes and without interest).

WHY SHOULD I ACCEPT THE OFFER?

        You should consider the following factors in deciding whether to accept the Offer:

•

The Offer Consideration represents a premium of 65.5% over the closing share price of Alcan Common Shares on the NYSE on May 4, 2007 (the last trading day prior to the announcement of an offer by Alcoa Inc. to purchase all of the outstanding Alcan Common Shares, which offer was withdrawn on July 12, 2007), the then all-time high closing share price of Alcan Common Shares on the NYSE, and a 12.7% premium over the closing price of Alcan Common Shares on the NYSE on July 11, 2007 (the last trading day prior to the announcement of the Offer). The Offer also represents a premium of 32.8% over the implied value of Alcoa's offer of U.S.$76.03, based on Alcoa's closing share price on July 11, 2007 (the last trading day prior to Alcoa's withdrawal of its offer on July 12, 2007).



•

The Offer Consideration is payable entirely in cash.



•

The Offeror believes that no material regulatory, competition or anti-trust issues are likely to arise in relation to the Offer and that it will receive the required regulatory clearances.



•

The board of directors of Alcan has determined that the conditions to the Continuity Agreement between Alcan and the Government of Québec have been met by Rio Tinto and the Offeror.



•

The board of directors of Alcan has unanimously determined that the Offer is fair, from a financial point of view, to the holders of Alcan Common Shares and in the best interests of Alcan and the holders of Alcan Common Shares and recommends that such holders accept the Offer and deposit their Alcan Common Shares under the Offer.

WHAT IS THE STATUS OF THE OFFER WITH RESPECT TO THE CONTINUITY AGREEMENT BETWEEN ALCAN AND THE QUÉBEC GOVERNMENT?

        The board of directors of Alcan has determined that that there is a reasonable basis to believe that Alcan's commitments to the health and prospects of the economy and society of Quebec (within the meaning of the Continuity Agreement) would not be diminished or put at risk in any material respect by the completion of the Offer and that there will not be a direct or indirect net negative impact to the health and prospects of the

1

economy and society of Quebec. On July 12, 2007, Rio Tinto notified the Government of Quebec accordingly. The Government of Quebec's response is expected on or about August 9, 2007.

WHAT ARE THE MOST SIGNIFICANT CONDITIONS OF THE OFFER?

        The Offer is subject to a number of conditions including the following:

•

there shall be validly deposited under the Offer and not withdrawn a number of Alcan Common Shares that, when added to the Alcan Common Shares then owned by the Offeror or any of its subsidiaries, constitutes at least 66²/3% of the Alcan Common Shares outstanding (calculated on a fully diluted basis);



•

the Offeror shall have determined, acting reasonably, that Alcan's Shareholder Rights Plan does not adversely affect the Offer, Rio Tinto or any Rio Tinto affiliate, either before or on consummation of the Offer, and the board of directors of Alcan shall have confirmed, to the extent permitted under the Shareholder Rights Plan, that the Offer is a Permitted Bid under the Shareholder Rights Plan;



•

receipt of certain government and regulatory approvals necessary to complete the Offer or any Compulsory Acquisition or Subsequent Acquisition Transaction;



•

there shall not exist or have occurred any change in the business, financial condition, results of operations of Alcan and its subsidiaries taken as a whole which has resulted in a Material Adverse Effect (as defined in the Support Agreement) with respect to Alcan; and



•

Rio Tinto's shareholders and Rio Tinto Limited's shareholders, voting together, will have approved the acquisition of the Alcan Common Shares pursuant to the Offer.

        The complete text of the conditions to the Offer can be found in the section entitled "Offer — Conditions of the Offer".

IS THE OFFER SUBJECT TO A FINANCING CONDITION?

        No. Rio Tinto and the Offeror have arranged the necessary financing. See the section entitled "Source and Amount of Funds".

HOW LONG DO I HAVE TO DECIDE WHETHER TO DEPOSIT MY COMMON SHARES UNDER THE OFFER?

        You have until 6:00 p.m., Eastern Time, on September 24, 2007 to deposit your Alcan Common Shares. The Offer is conditional upon, among other things, the receipt of various governmental and regulatory approvals, certain of which the Offeror does not expect to receive prior to September 24, 2007. Accordingly, the Offeror currently intends to extend the Offer beyond September 24, 2007 while regulatory approvals are pending. Rio Tinto will publicly announce all extensions to the Offer.

        If you hold your Alcan Common Shares through a bank, broker, dealer, custodian or nominee, you should contact your financial intermediary to determine the dates that are applicable to you as they may require decisions to be made and actions to be taken earlier than September 24, 2007.

        In the event that Rio Tinto takes up Alcan Common Shares deposited under the Offer, Rio Tinto will extend the Offer for a subsequent offering period of not less than 10 business days after the Expiry Time of the Offer during which you may deposit your Alcan Common Shares not deposited prior to such Expiry Time.

HOW DO I DEPOSIT MY ALCAN COMMON SHARES UNDER THE OFFER?

        If your Alcan Common Shares are registered in the name of a nominee, such as your broker, you should contact your broker for assistance in depositing your shares.

        If you are a registered holder of Alcan Common Shares, you should carefully follow the instructions set out in the Letter of Transmittal accompanying this Circular.

2

WHEN WILL THE OFFEROR TAKE UP AND PAY FOR MY SHARES DEPOSITED UNDER THE OFFER?

        When all of the conditions to the Offer have been satisfied or waived, the Offeror will take up all of the Alcan Common Shares deposited under the Offer and pay for them promptly and, in any event, within two business days of take up.

CAN I WITHDRAW PREVIOUSLY DEPOSITED ALCAN COMMON SHARES?

        Yes, at any time before they are taken up and paid for under the Offer including during the Subsequent Offering Period.

        To withdraw your deposited Alcan Common Shares, you must deliver a written or facsimile notice of withdrawal with the required information to the Depositary for the Offer while the right to withdraw is still available. If your Alcan Common Shares have been deposited by a nominee, such as your broker, that nominee must arrange for the withdrawal of the shares.

WILL I HAVE TO PAY ANY FEES OR COMMISSIONS TO ACCEPT THE OFFER?

        No fee or commission will be payable by you to deposit your Alcan Common Shares under the Offer. However, if you hold your Alcan Common Shares through a broker, dealer or nominee, that person may charge you a fee for depositing your Alcan Common Shares on your behalf.

WHO SHOULD I CONTACT FOR QUESTIONS ABOUT THE OFFER?

        You can call Georgeson, the Information Agent for the Offer, at 1 (888) 605-7629 (North American Toll Free) or 00 800 6540 6540 (European Union Free Call) or 1 (800) 216 071 (Australia Free Call).

        You may also contact Deutsche Bank Securities Inc., the Dealer Manager for the Offer in the United States, toll free, at 1 (877) 221-7676, and CIBC World Markets Inc., the dealer manager for the Offer in Canada, at 1 (866) 744-2030 (English) or (514) 847-6638 (French).

3

SUMMARY OF THE OFFER

This summary highlights information more fully described elsewhere herein and may not contain all the information that is important to you. To fully understand the Offer, you should carefully read the entire Circular and all other documents to which the Circular refers. See "Where You Can Find Additional Information" on page 65. Page numbers in parentheses following certain of the headings in this summary refer to other places in this document which may contain more detailed information regarding the subject matter summarized.

The Offer (Page 12)

        Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of such extension or amendment), the Offeror is offering to purchase each issued and outstanding Alcan Common Share, including any Alcan Common Shares that may become outstanding upon the exercise of Options after the date of the Offer but before the completion of the Offer, for U.S.$101 (equivalent to Cdn$105.44 based on the July 20, 2007 Bank of Canada Noon Rate) per Alcan Common Share in cash (less any applicable withholding taxes and without interest). The cash offered pursuant to the Offer is referred to as the "Offer Consideration".

        Shareholders who have deposited Alcan Common Shares under the Offer will be deemed to have deposited the Alcan Rights associated with such Alcan Common Shares. No additional payment will be made for the Alcan Rights and no amount of the Offer Consideration will be allocated to the Alcan Rights.

Currency of Payment

        All Alcan Common Shares taken up under the Offer will be paid for in U.S. dollars only.

Treatment of Other Alcan Securities

        The Offer is made only for Alcan Common Shares. The Offer is not made for any Options or any other rights (other than Alcan Rights) to acquire Alcan Common Shares. Subject to the receipt of all required regulatory approvals, Alcan has agreed in the Support Agreement to take steps to permit holders of Options issued under the Alcan Stock Option Plans, whether currently exercisable or not, to exercise all such Options on a cashless basis for the underlying Alcan Common Shares (and solely for the purpose of tendering such Alcan Common Shares under the Offer), which exercise shall be conditional upon the Offeror taking up the Alcan Common Shares deposited under the Offer.

        If a holder of Options does not exercise such Options or, in the case of the Pechiney Options, such Pechiney Options are not according to their terms otherwise exercisable, such Options will be redeemed and cancelled, conditional upon, and effective immediately before, the Offeror taking up the Alcan Common Shares under the Offer and the holder of such Options will receive for each Option held (i) where the Offer Consideration (or, in the case of Pechiney Options, such Offer Consideration multiplied by the number of Alcan Common Shares to be issued on the exchange of each share issued under the Pechiney Option as determined under the terms of the Liquidity Agreement entered into by holders of Pechiney Options) exceeds the exercise price per Alcan Common Share under the Option or the exercise price per share of Pechiney under the Pechiney Option, a cash payment equal to the amount of such excess (less any applicable Taxes), and (ii) otherwise, no consideration.

        Under the Support Agreement, Alcan has undertaken to take, as soon as reasonably practical, all action necessary to redeem and cancel in accordance with their terms all of the Alcan Preferred Shares outstanding, provided that such redemption and cancellation shall have been completed no later than the day immediately preceding the Expiry Time.

About Rio Tinto (Page 30)

        Rio Tinto is a leading international mining group headquartered in the United Kingdom, combining Rio Tinto and its group undertakings and Rio Tinto Limited and its group undertakings in a dual listed companies structure that has created a single economic enterprise (collectively referred to herein as the "Rio Tinto Group" or the "Group").

4

        Rio Tinto Group's business is finding, mining and processing mineral resources. Major products include aluminum, copper, diamonds, energy (coal and uranium), gold, industrial minerals (borax, titanium dioxide, salt and talc) and iron ore. The Group's activities span the world but it is strongly represented in Australia and North America and has significant businesses in South America, Asia, Europe and southern Africa.

        For the fiscal year ended December 31, 2006, the Rio Tinto Group had gross sales revenue of U.S.$25.4 billion and net earnings of U.S.$7.4 billion.

        Rio Tinto is incorporated in England and Wales and its registered office is at 6 St James's Square, London, SW1Y 4LD (telephone: +44 20 7930 2399). Rio Tinto's website is www.riotinto.com. Rio Tinto Limited is incorporated in the State of Victoria, Australia, and its registered office is at 120 Collins Street, Melbourne, Victoria, Australia (telephone: +61 3 9283 3333).

        The ordinary shares of Rio Tinto are admitted to the Official List (the "Official List") of the UK Listing Authority and are traded on the LSE, and are also traded on Euronext Paris, Euronext Brussels (in the form of unsponsored IDRs) and Deutsche Börse. The shares of Rio Tinto and its American Depositary Receipts ("ADRs") are registered with the SEC pursuant to Section 12(b) of the Exchange Act and the ADRs trade on the NYSE (symbol: RTP).

        The ordinary shares of Rio Tinto Limited are listed on the Australian Securities Exchange and the New Zealand Securities Exchange. Although not admitted to the Official List, the ordinary shares of Rio Tinto Limited are also traded on the LSE and are registered with the SEC pursuant to Section 12(b) of the Exchange Act.

About the Offeror (Page 30)

        Rio Tinto Canada Holding Inc., referred to as the Offeror, is a corporation incorporated under the laws of Canada and an indirect wholly-owned subsidiary of Rio Tinto. The Offeror was incorporated specifically for the purpose of acquiring Alcan Common Shares and has not carried on any other business to date. The Offeror's registered office is located at 770 Sherbrooke Street West, Suite 1800, Montréal, Québec H3A 1G1, Canada (telephone: +1 (514) 288-8400).

About Alcan Inc. (Page 31)

        Alcan is the parent company of an international group involved in many aspects of the aluminum, engineered products and packaging industries. Through subsidiaries, joint ventures and related companies around the world, the activities of Alcan include bauxite mining, alumina refining, production of specialty alumina, aluminum smelting, manufacturing and recycling, engineered products, flexible and specialty packaging, as well as related research and development. Alcan operates through four business groups, each responsible for the different business units of which they are comprised, including Bauxite and Alumina, Primary Metals, Engineered Products and Packaging.

        Alcan was first chartered as Northern Aluminum Company, Limited in 1902, in Canada. Alcan's principal executive offices are located at 1188 Sherbrooke Street West, Montréal, Québec, Canada H3A 3G2, and Alcan's telephone number is +1 (514) 848-8000. Alcan's website is www.alcan.com. The information contained on the website is not incorporated by reference into the Circular, and you should not consider information contained on the website as part of the Offer or the Circular.

        Alcan Common Shares are listed on the NYSE, the TSX and the SWX under the symbol "AL," on the LSE under the symbol "AAN," and on Euronext Paris under the symbol "ALC". Unsponsored IDRs representing Alcan Common Shares are also traded on Euronext Brussels under ISIN code BE 004389244.

Support Agreement (Page 38)

        Alcan has entered into the Support Agreement with the Offeror and Rio Tinto, which sets out, among other things, the terms and conditions upon which the Offer is made. Pursuant to the Support Agreement, Alcan has

5

agreed to support the Offer and to not solicit Acquisition Proposals. See the section entitled "Support Agreement".

Purpose of the Offer (Page 47)

        The Offeror is making the Offer in order to acquire all of the issued and outstanding Alcan Common Shares. If Alcan Common Shares validly deposited under the Offer are taken up and paid for, the Offeror will, subject to applicable law, seek to acquire, directly or indirectly, all remaining outstanding Alcan Common Shares by way of a subsequent acquisition transaction. In order to effect a subsequent acquisition transaction, the Offeror may seek to cause a special meeting of the Alcan shareholders to be called to consider an amalgamation, plan of arrangement, capital reorganization, consolidation or other transaction as a result of which the Offeror or one of its affiliates would, directly or indirectly, acquire all of the remaining Alcan Common Shares.

        In any such subsequent acquisition transaction, Alcan Common Shares will be acquired for the same consideration as is paid to Alcan shareholders under the Offer.

Reasons for Accepting the Offer (Page 47)

        You should consider the following factors in deciding whether to accept the Offer:

•

The Offer Consideration represents a premium of 65.5% over the closing share price of Alcan Common Shares on the NYSE on May 4, 2007 (the last trading day prior to the announcement of the offer by Alcoa Inc. to purchase all of the outstanding Alcan Common Shares, which offer was withdrawn on July 12, 2007), the then all-time high closing share price of Alcan Common Shares on the NYSE, and a 12.7% premium over the closing price of Alcan Common Shares on the NYSE on July 11, 2007 (the last trading day prior to the announcement of the Offer). The Offer also represents a premium of 32.8% over the implied value of Alcoa's offer of U.S.$76.03, based on Alcoa's closing share price on July 11, 2007 prior to Alcoa's withdrawal of its offer on July 12, 2007.



•

The Offer Consideration is payable entirely in cash.



•

The board of directors of Alcan has unanimously determined that the Offer is fair, from a financial point of view, to Alcan shareholders and has unanimously recommended that Alcan shareholders accept the Offer and deposit their Alcan Common Shares under the Offer.



•

The Offeror believes that no material regulatory, competition or anti-trust issues are likely to arise in relation to the Offer and that it will receive the required regulatory clearances. Moreover, Rio Tinto has committed in the Support Agreement to effect the sale or disposition of such assets or businesses as may be required to be divested or take other required action in order to obtain competition clearances. The Offeror also believes that its acquisition of Alcan Common Shares pursuant to the Offer will receive any required approval under the Investment Canada Act.



•

The board of directors of Alcan has determined under the Continuity Agreement dated December 13, 2006 between Alcan and the Government of Québec (the "Continuity Agreement"), that that there is a reasonable basis to believe that Alcan's commitments to the health and prospects of the economy and society of Quebec (within the meaning of the Continuity Agreement) would not be diminished or put at risk in any material respect by the completion of the Offer and that there will not be a direct or indirect net negative impact to the health and prospects of the economy and society of Quebec.

        See the section entitled "Purpose of the Offer".

Time for Acceptance (Page 12)

        The Offer will be open for acceptance until 6:00 p.m., Eastern Time, on September 24, 2007, unless extended by the Offeror as described in the section entitled "Offer — Extension of the Expiry Time, Withdrawal, Variation or Change of the Offer". The Offeror will not amend the Offer in such a manner as would cause the Expiry Time of the Offer to occur earlier than such date and time. The Offer is conditional upon, among other things, the receipt of various governmental and regulatory approvals, certain of which the Offeror

6

does not expect to receive prior to September 24, 2007 while regulatory approvals are pending. Accordingly, the Offeror currently intends to extend the Offer beyond September 24, 2007. Any decision to extend the Offer, including for how long, will be made at the Expiry Time. The Expiry Time may be subject to multiple extensions. Rio Tinto expects the closing of the Offer to take place in the fourth quarter of 2007.

Manner of Acceptance (Page 12)

        The Offer may be accepted by delivering to the Depositary for the Offer at any of its offices specified in the Letter of Transmittal, so as to arrive there not later than the Expiry Time:

•

the certificate or certificates representing your Alcan Common Shares in respect of which the Offer is being accepted, or, in the case of a book-entry transfer, a Book-Entry Confirmation (as described in the section entitled "Offer — Manner of Acceptance — Book-Entry Transfer");



•

if certificates for Alcan Rights ("Rights Certificates") are distributed by Alcan to Alcan shareholders prior to the time that your Alcan Common Shares are deposited pursuant to the Offer, Rights Certificate(s) representing Alcan Rights equal in number to the number of Alcan Common Shares deposited;



•

a Letter of Transmittal in the form accompanying the Offer (or a manually signed facsimile copy), properly completed and manually executed as required by the instructions and rules contained in the Letter of Transmittal, or, in the case of a book-entry transfer for DTC accounts, an Agent's Message (as defined in the section entitled "Offer — Manner of Acceptance — Book-Entry Transfer"); and



•

any other relevant documents required by the instructions and rules contained in the Letter of Transmittal. See the section entitled "Offer — Manner of Acceptance — Letter of Transmittal".

        Except as otherwise provided in the instructions and rules contained in the Letter of Transmittal, the signature on the Letter of Transmittal must be guaranteed by an Eligible Institution (as defined under the section entitled "Offer — Manner of Acceptance — Letter of Transmittal").

        If you wish to deposit Alcan Common Shares under the Offer and (i) the certificates representing your Alcan Common Shares are not immediately available, (ii) you cannot deliver the certificates representing the Alcan Common Shares and/or Alcan Rights, if applicable, and all other required documents to the Depositary before the Expiry Time, (iii) you cannot comply with the procedures for book-entry transfer on a timely basis or (iv) if the Separation Time (as defined under the section entitled "Offer — Shareholder Rights Plan") has occurred before the Expiry Time but Rights Certificates have not been distributed to Alcan shareholders before the Expiry Time, you may still validly deposit your Alcan Common Shares under the Offer in compliance with the procedures for guaranteed delivery using the accompanying Notice of Guaranteed Delivery. See the section entitled "Offer — Manner of Acceptance — Procedures for Guaranteed Delivery".

        Alcan shareholders whose shares are not registered in their name should contact the Depositary, the Information Agent (see the back page of this document for contact information) or their broker, investment dealer, bank, trust company or other nominee for assistance in depositing their Alcan Common Shares.

Subsequent Offering Period (Page 21)

        In the event that the Offeror takes up Alcan Common Shares deposited under the Offer, in order to comply with the provision of the Shareholder Rights Plan relating to a "Permitted Bid," the Offeror will publicly announce and make available a subsequent offering period (a "Subsequent Offering Period") pursuant to Rule 14d-11 under the Exchange Act, which Subsequent Offering Period shall expire no earlier than 10 business days (as defined under the Shareholder Rights Plan) after the date of such announcement and during which Alcan shareholders may deposit Alcan Common Shares not deposited during the Offer. The Offeror will not amend the Offer to shorten or eliminate the Subsequent Offering Period. Once commenced, the Subsequent Offering Period may be extended in accordance with Rule 14d-11 or as otherwise permitted by the SEC but in no event will it remain open for less than 10 Business Days (as defined under the Shareholder Rights Plan)

7

regardless of when it commences. See the section entitled "Offer — Extension of the Expiry Time, Withdrawal, Variation or Change of the Offer — Subsequent Offering Period".

Conditions of the Offer (Page 17)

        Subject to certain restrictions, the Offeror will have the right to withdraw or terminate the Offer, and will not be required to accept for payment, take up or pay for any Alcan Common Shares deposited under the Offer, unless all of the conditions described in the section entitled "Offer — Conditions of the Offer," have been satisfied or waived at or prior to the Expiry Time.

Source and Amount of Funds (Page 49)

        The total amount of funds required by the Offeror to consummate the Offer and any subsequent acquisition transaction (including to pay for Alcan Common Shares issued as a result of exercised Options) is estimated to be approximately U.S.$38.1 billion, excluding expenses.

        Rio Tinto, the Offeror and Rio Tinto Finance plc, a subsidiary of Rio Tinto, have entered into a facility agreement dated July 12, 2007 (the "Facility Agreement") with Credit Suisse, Deutsche Bank AG, London Branch, The Royal Bank of Scotland plc and Société Générale. The Facility Agreement comprises three term facilities and one revolving facility (including a swingline facility) up to a total amount of U.S.$40 billion. The funds made available under the Facility Agreement will be used, among other things, to finance or refinance, directly or indirectly the Offer Consideration or other amounts payable in respect of the Offer. See the sections entitled "Source and Amount of Funds".

Take Up of, and Payment for, Deposited Alcan Common Shares (Page 24)

        Provided all of the conditions to the Offer shall have been waived by the Offeror or satisfied, the Offeror will take up and pay for all of the Alcan Common Shares tendered under the Offer promptly and, in any event, not later than two Business Days following the time at which the Offeror becomes entitled to take up such Alcan Common Shares under the Offer pursuant to applicable securities laws. For greater certainty, the Offeror undertakes not to take up any Alcan Common Shares that have been deposited prior to the Expiry Time, which undertaking shall be irrevocable unless and until the Alcan Shareholder Rights Plan is rendered inoperative with respect to the Offer. Any Alcan Common Shares validly deposited during the Subsequent Offering Period will be taken up immediately and paid for promptly. See the section entitled "Offer — Take Up of, and Payment for, Deposited Alcan Common Shares".

Dividends and Distributions (Page 27)

        Under the Support Agreement, Alcan has undertaken, except with the consent of the Offeror, not to declare, set aside or pay any dividends on or make any other distributions on or in respect of the Alcan Common Shares, nor reduce capital in respect of the Alcan Common Shares, except in respect of dividends payable on the Alcan Preferred Shares and dividends payable on the Alcan Common Shares consistent with Alcan's current dividend policy in effect as at July 12, 2007.

        If Alcan should declare or pay any cash dividend (other than its normal quarterly cash dividend per Alcan Common Share of $0.20 or less in accordance with Alcan's current dividend policy, including as to timing of declaration and payment, which quarterly cash dividend is payable before the take up by the Offeror of Alcan Common Shares) or make any other cash distribution in respect of Alcan Common Shares after July 12, 2007, such dividend or distribution will, subject to the Offeror's take-up and payment for Alcan Common Shares pursuant to the Offer, be received and held by depositing holders of Alcan Common Shares for the account of the Offeror and (i) to the extent that such cash dividends or cash distributions do not exceed the Offer Consideration, such Offer Consideration will be reduced by the amount of any such dividend or distribution; and (ii) the amount by which any such cash dividend or cash distribution exceeds the Offer Consideration shall be remitted promptly by the depositing holders of Alcan Common Shares to the Depositary or another person designated by the Offeror for the Offeror's account accompanied by appropriate documentation of transfer.

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Right to Withdraw (Page 25)

        Alcan Common Shares deposited under the Offer may be withdrawn by you or on your behalf (i) at any time before the time Alcan Common Shares are taken up and paid for under the Offer, (ii) during the Subsequent Offering Period, provided, however, that this right of withdrawal will not apply in respect of Alcan Common Shares taken up and paid for by the Offeror prior to the Subsequent Offering Period, or (iii) in certain other circumstances. The Offeror will not amend the Offer to alter the withdrawal rights of Alcan shareholders. See the section entitled "Offer — Right to Withdraw".

Dealer Managers, Soliciting Dealer Group and Information Agent

        The Offeror has engaged the services of CIBC World Markets Inc. in Canada, and Deutsche Bank Securities Inc. in the United States (collectively, the "Dealer Managers") to act as the dealer managers in connection with the Offer. CIBC World Markets Inc. may be requested by the Offeror to form and manage a Soliciting Dealer Group to solicit acceptances of the Offer in Canada. Each member of any such Soliciting Dealer Group, is referred to herein as a "Soliciting Dealer".

        The Offeror has engaged Georgeson as Information Agent to provide a resource for information for Alcan shareholders.

        You will not be required to pay any fee or commission if you accept the Offer by depositing your Alcan Common Shares directly with the Depositary or if you make use of the services of a Soliciting Dealer (if the Offeror decides to form a Soliciting Dealer Group) in Canada, or Dealer Manager to accept the Offer. However, a broker or nominee through whom you own Alcan Common Shares may charge a fee to deposit Alcan Common Shares on your behalf. You should contact your broker or dealer to determine whether any charges will apply. You may also contact the Dealer Managers, the Depositary, the Information Agent or a broker or dealer for assistance in accepting the Offer and in depositing your Alcan Common Shares with the Depositary.

Material Canadian Federal Income Tax Considerations (Page 58)

        In general, an Alcan shareholder that is a Resident Shareholder (as defined in the Circular below) and who holds Alcan Common Shares as capital property and disposes of those shares under the Offer will realize a capital gain (or capital loss) equal to the amount by which the amount received by such shareholder for Alcan Common Shares, net of any reasonable costs of disposition, exceeds (or is less than) the aggregate adjusted cost base to the shareholder of such Alcan Common Shares.

        In general, an Alcan shareholder that is not resident in Canada will not be subject to Canadian income tax on any gain realized on a disposition of Alcan Common Shares under the Offer unless such Alcan Common Shares constitute "taxable capital property" within the meaning of the Income Tax Act (Canada) and the gain is not otherwise exempt from tax pursuant to the provisions of an applicable income tax convention between Canada and the country in which the non-resident shareholder is resident.

        Alcan shareholders are urged to read carefully the section entitled "Circular — Material Canadian Federal Income Tax Considerations" and to consult their own tax advisors as to the tax consequences applicable to them in their particular circumstances.

Material U.S. Federal Income Tax Considerations (Page 63)

        A U.S. Holder (as defined in the Circular below) that disposes of Alcan Common Shares in the Offer generally will recognize a capital gain or loss equal to the difference between (i) the cash that the U.S. Holder is entitled to receive pursuant to the Offer and (ii) the U.S. Holder's adjusted tax basis in the Alcan Common Shares disposed of in the Offer.

        Alcan shareholders are urged to read carefully the section entitled "Circular — Material U.S. Federal Income Tax Considerations" and to consult their own tax advisors as to the tax consequences applicable to them in their particular circumstances.

9

Interests of Certain Persons in the Offer (Page 27)

        The current Alcan chief executive officer, Richard B. Evans, will become chief executive of the combined aluminum product group, Rio Tinto Alcan, based in Montréal and will report directly to Rio Tinto's chief executive, Tom Albanese. Furthermore, Rio Tinto will add three new members to its board: two non-executive members of the board of directors of Alcan and Mr. Evans as chief executive of the combined Rio Tinto Alcan aluminum product group.

        Rio Tinto will also establish a Canada Forum based in Montréal to advise the board of directors of Rio Tinto on Canadian political, economic and social issues and appoint an advisor from Alcan's existing group of non-executive directors to assist in relation to business developments in France.

        Except as described herein, there are no arrangements or agreements made or proposed to be made between the Offeror and any of the directors or executive officers of Alcan and no payments or other benefits are proposed to be made or given by the Offeror to such directors or executive officers as compensation for loss of office or as compensation for remaining in or retiring from office if the Offer described herein is consummated.

Other Terms (Page 28)

        The Offeror reserves the right to transfer or assign, in whole or in part, to one or more of its affiliates, the right to purchase all or any portion of the Alcan Common Shares deposited pursuant to the Offer. Any such transfer or assignment shall be agreed to by Alcan and will not relieve the Offeror of its obligations under the Offer and will not prejudice the rights of Alcan shareholders depositing Alcan Common Shares to receive payment for Alcan Common Shares validly deposited and taken up pursuant to the Offer.

Terminology Used

        Because the Offer is being made pursuant to applicable securities laws in both Canada and the United States, certain terms used may be unfamiliar to U.S shareholders or to Canadian shareholders, as the case may be. In particular, the Canadian term "taken up" is equivalent to "accepted for purchase" in U.S. tender offer terminology, and shares "deposited under" the Offer is the Canadian equivalent to the United States concept of "tendered pursuant to" the Offer. In addition, this document refers in certain instances to a "Circular," which is a Canadian term.

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MARKET PRICES

        The NYSE and the TSX are the principal trading markets for Alcan Common Shares, which trade under the symbol "AL". The closing prices per Alcan Common Share as reported on the NYSE and the TSX, in each case, on July 11, 2007, the last full trading day before the announcement of the Offer, were $89.60 and Cdn$94.40, respectively.

        The following table sets forth, for each of the calendar quarters indicated, the high and low sales prices per share, and the aggregate average daily trading volumes, of the Alcan Common Shares:

	Alcan/NYSE					Alcan/TSX
	High		Low		Aggregate Avg. Daily Volume	High		Low		Aggregate Avg. Daily Volume
2005
First Quarter	$	47.50	$	35.75	1,269,532	Cdn$	58.27	Cdn$	43.35	1,268,361
Second Quarter		39.13		28.75	1,207,673		47.89		36.56	1,468,538
Third Quarter		36.78		30.21	1,231,066		44.18		35.38	1,492,671
Fourth Quarter		41.92		29.49	1,233,368		48.60		34.86	1,678,781
2006
First Quarter		51.55		40.64	1,567,674		59.25		47.05	1,534,425
Second Quarter		59.20		41.55	2,900,325		64.99		46.05	1,804,657
Third Quarter		48.50		37.48	975,374		54.95		41.78	1,335,986
Fourth Quarter		51.31		38.32	1,220,320		58.95		43.25	1,264,882
2007
First Quarter		55.55		44.25	1,872,844		64.80		52.10	1,329,860
Second Quarter		87.84		51.87	3,732,349		94.25		59.93	2,073,346

Source: 2005 and 2006: Alcan 2006 Annual Report on Form 10-K. 2007: Bloomberg Intraday prices.

REPORTING CURRENCIES AND FINANCIAL PRINCIPLES

        All references to "$," "U.S.$" or "dollars" in this document refer to U.S. dollars, and "Cdn$" refers to Canadian dollars, unless otherwise indicated. All financial information contained in the Offer is reported in U.S. dollars unless otherwise noted.

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OFFER

TO: THE HOLDERS OF COMMON SHARES OF ALCAN INC.

This Circular, the accompanying Letter of Transmittal (printed on blue paper) and Notice of Guaranteed Delivery (printed on green paper) contain important information and should be read carefully before making a decision in respect of the Offer. The Circular, the Letter of Transmittal and the Notice of Guaranteed Delivery are incorporated into and form part of the Offer.

The Offer

        Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of such extension or amendment), the Offeror is offering to purchase each issued and outstanding Alcan Common Share, including any Alcan Common Shares that may become outstanding upon the exercise of Options after the date of the Offer but before the completion of the Offer, for U.S.$101 (equivalent to Cdn$105.44 based on the July 20, 2007 Bank of Canada Noon Rate) in cash per Alcan Common Share (less any applicable withholding taxes and without interest) (the cash offered pursuant to the Offer is referred to as the "Offer Consideration").

        In the Support Agreement, Alcan has represented to the Offeror and Rio Tinto that as of June 30, 2007, there were 370,975,741 Alcan Common Shares issued and outstanding, and Options outstanding to acquire in aggregate 6,553,113 Alcan Common Shares. The closing price of the Alcan Common Shares on the TSX and the NYSE on May 4, 2007, the last full trading day before the announcement of an offer to acquire all Alcan Common Shares by Alcoa Inc., was Cdn$67.55 and U.S.$61.03, respectively.

Time for Acceptance

        The term "Expiry Time" means 6:00 p.m., Eastern Time, on September 24, 2007 or, the latest date and time to which the time of expiration of the Offer has been extended, as described in the section entitled "Offer — Extension of the Expiry Time, Withdrawal, Variation or Change of the Offer". The Offeror will not amend the Offer in such a manner as would cause the Expiry Time to occur earlier than 6:00 p.m., Eastern Time, on September 24, 2007. The Offer is conditional upon, among other things, the receipt of various governmental and regulatory approvals, certain of which the Offeror does not expect to receive prior to September 24, 2007. Accordingly, the Offeror currently intends to extend the Offer beyond September 24, 2007 while regulatory approvals are pending. However, subject to the terms of the Support Agreement, any decision to extend the Offer, including for how long, will be made at the Expiry Time at the discretion of the Offeror. The Expiry Time may also be subject to multiple extensions. Rio Tinto expects the closing of the Offer to take place in the fourth quarter of 2007. See "Offer — Extension of the Expiry Time, Withdrawal, Variation or Change of the Offer — Subsequent Offering Period" for further details.

Manner of Acceptance

Letter of Transmittal

        The Offer may be accepted by delivering to the Depositary for the Offer at any of its offices specified in the Letter of Transmittal, so as to arrive there not later than the Expiry Time:

•

the certificate or certificates representing your Alcan Common Shares in respect of which the Offer is being accepted, or, in the case of a book-entry transfer, a Book-Entry Confirmation (as described in the section entitled "Offer — Manner of Acceptance — Book-Entry Transfer");



•

if Rights Certificates are distributed by Alcan to Alcan shareholders prior to the time that your Alcan Common Shares are deposited pursuant to the Offer, Rights Certificate(s) representing Alcan Rights equal in number to the number of Alcan Common Shares deposited;



•

a Letter of Transmittal in the form accompanying the Offer (or a manually signed facsimile copy), properly completed and manually executed as required by the instructions and rules contained in the Letter of Transmittal, or, in the case of a book-entry transfer for DTC accounts, an Agent's Message (as defined in the section entitled "Offer — Manner of Acceptance — Book-Entry Transfer"); and

12

•

any other relevant documents required by the instructions and rules contained in the Letter of Transmittal. See the section entitled "Offer — Manner of Acceptance — Letter of Transmittal".

        Except as otherwise provided in the instructions and rules contained in the Letter of Transmittal, the signature on the Letter of Transmittal must be guaranteed by an Eligible Institution.

        Participants in CDS or DTC should contact the Depositary with respect to the deposit of their Alcan Common Shares under the Offer. CDS and DTC will be issuing instructions to their participants as to the method of depositing such shares under the terms of the Offer.

        If a Letter of Transmittal is executed by any person other than the registered holder of the certificate(s) deposited therewith, or if the cash payable is to be delivered to a person other than the registered owner, the certificate(s) must be endorsed, or be accompanied by an appropriate share transfer power of attorney, in either case, duly and properly completed by the registered holder, with the signature on the endorsement panel or share transfer power of attorney guaranteed by an Eligible Institution.

        An "Eligible Institution" means a Canadian Schedule I chartered bank, a major trust company in Canada, a broker, dealer, credit union, savings association or other entity which is a member in good standing of a recognized Medallion Program approved by the Securities Transfer Agent Association Inc., including the Securities Transfer Agents Medallion Program (STAMP), a member of the Stock Exchanges Medallion Program (SEMP) or a member of the New York Stock Exchange, Inc. Medallion Signature Program (MSP), or any other "eligible guarantor institution" (as defined in Rule 17Ad-15 under the Exchange Act). Members of these programs are usually members of a recognized stock exchange in Canada or the United States, members of the Investment Dealers Association of Canada, members of the National Association of Securities Dealers or banks and trust companies in the United States.

        Unless waived by the Offeror, holders of Alcan Common Shares are required to deposit one Alcan Right for each Alcan Common Share in order to effect a valid deposit of such Alcan Common Share or, if available, a Book-Entry Confirmation must be received by the Depositary with respect to such Alcan Common Share. If Rights Certificates are not distributed by Alcan to Alcan shareholders before the Expiry Time, a deposit of Alcan Common Shares will also constitute a deposit of the associated Alcan Rights. If Rights Certificates are distributed by Alcan to the Alcan shareholders prior to the time that the holder's Alcan Common Shares are deposited pursuant to the Offer, in order for the Alcan Common Shares to be validly deposited, Rights Certificate(s) representing Alcan Rights equal in number to the number of Alcan Common Shares deposited must be delivered to the Depositary. If the Separation Time occurs before the Expiry Time and Rights Certificates are not distributed by the time that an Alcan shareholder deposits its Alcan Common Shares pursuant to the Offer, the Alcan shareholder may deposit its Alcan Rights before receiving Rights Certificate(s) by using the guaranteed delivery procedure described below. In any case, a deposit of Alcan Common Shares constitutes an agreement by the signatory to deliver Rights Certificate(s) representing Alcan Rights equal in number to the number of Alcan Common Shares deposited pursuant to the Offer to the Depositary, before 5:00 p.m. (local time at the place of deposit) on the third trading day on the TSX after the date, if any, that Rights Certificate(s) are distributed. The Offeror reserves the right to require, if Rights Certificates are required to be issued, that the Depositary, prior to taking up the Alcan Common Shares for payment pursuant to the Offer, receives Rights Certificate(s) from an Alcan shareholder representing Alcan Rights equal in number to the Alcan Common Shares deposited by such holder.

        The Offer will be deemed to be accepted only if the Depositary has actually received the documents referenced above on or before the Expiry Time or the procedures for guaranteed delivery described below under the section entitled "Procedures for Guaranteed Delivery" have been complied with. If you hold your Alcan Common Shares through a broker, dealer, commercial bank, trust company or other nominee, delivery of documentation to them or their book-entry account shall not constitute delivery to the Depositary.

Currency of Payment

        All Alcan Common Shares taken up under the Offer will be paid for in U.S. dollars only.

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Book-Entry Transfer

        Alcan shareholders who have an account maintained by CDS may accept the Offer by following the procedures for a book-entry transfer established by CDS, provided that a Book-Entry Confirmation of an Alcan shareholder's Alcan Common Shares into the Depositary's account at CDS, through the CDS on-line tendering system pursuant to which book-entry transfers may be effected (the "CDSX"), is received by the Depositary at its offices specified in the Letter of Transmittal prior to the Expiry Time of the Offer. The Depositary has established an account at CDS for the purpose of the Offer. Any financial institution that is a participant in CDS may cause CDS to make a book-entry transfer of an Alcan shareholder's Alcan Common Shares into the Depositary's account in accordance with CDS procedures for such transfer. Delivery of Shares to the Depositary by means of a book-entry transfer will constitute a valid tender under the Offer.

        Alcan shareholders, through their respective CDS participants, who utilize CDSX to accept the Offer through a book-entry transfer of their holdings into the Depositary's account with CDS shall be deemed to have completed and submitted a Letter of Transmittal and to be bound by the terms thereof and therefore such CDSX instructions received by the Depositary are considered a valid tender in accordance with the terms of the Offer.

        Alcan shareholders who have an account maintained by DTC may accept the Offer by following the procedures for book-entry transfer established by DTC, provided that a Book-Entry Confirmation, together with an Agent's Message in respect thereof, or a properly completed and duly executed Letter of Transmittal and any other required documents, are received by the Depositary at its offices specified in the Letter of Transmittal prior to the Expiry Time. The Depositary has established an account at DTC for the purpose of the Offer. Any financial institution that is a participant in DTC's systems may cause DTC to make a book-entry transfer of an Alcan shareholder's Alcan Common Shares into the Depositary's account in accordance with DTC's procedures for such transfer. However, as noted above, although delivery of Alcan Common Shares may be effected through book-entry transfer at DTC, either a Letter of Transmittal (or a manually signed facsimile copy thereof), properly completed and duly executed, together with any required signature guarantees, or an Agent's Message in lieu of a Letter of Transmittal, and any other required documents, must, in any case, be received by the Depositary, at its offices specified in the Letter of Transmittal prior to the Expiry Time of the Offer. Delivery of documents to DTC in accordance with its procedures does not constitute delivery to the Depositary.

        "Agent's Message" means a message, transmitted by DTC to, and received by, the Depositary and forming part of a Book-Entry Confirmation, which states that DTC has received an express acknowledgement from the participant in DTC depositing the Alcan Common Shares which are the subject of such Book-Entry Confirmation that such participant has received and agrees to be bound by the terms of the Letter of Transmittal as if executed by such participant and that the Offeror may enforce such agreement against such participant.

Procedures for Guaranteed Delivery

        If you wish to deposit Alcan Common Shares under the Offer and (i) the certificates representing your Alcan Common Shares are not immediately available, (ii) you cannot deliver the certificates representing the Alcan Common Shares (the "Alcan Common Share Certificates") and/or Rights Certificates, if applicable, and all other required documents to the Depositary before the Expiry Time, (iii) you cannot comply with the procedures for book-entry transfer on a timely basis or (iv) if the Separation Time has occurred before the Expiry Time but Rights Certificates have not been distributed to Alcan Shareholders before the Expiry Time, your Alcan Common Shares may nevertheless be deposited if all of the following conditions are met: the deposit is made by or through an Eligible Institution; a properly completed and duly executed Notice of Guaranteed Delivery in the form accompanying the Offer (or a manually signed facsimile copy thereof) is received at any of the offices of the Depositary listed in the Notice of Guaranteed Delivery at or before the Expiry Time; the Alcan Common Share Certificates (or Book-Entry Confirmation) representing the deposited Alcan Common Shares and, if Rights Certificates have been distributed to Alcan shareholders before the Expiry Time, the Rights Certificate(s) representing the deposited Alcan Rights, in proper form for transfer, in each case together with a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile thereof) with any required signature guarantees or, in the case of a book-entry transfer for a DTC account, an Agent's Message, in the appropriate form and any other documents required by the Letter of Transmittal, are received at any of the offices of the Depositary provided in the Letter of Transmittal on or before 5:00 p.m. (local time at the place of

14

deposit) on the third trading day on the TSX after the date on which the Expiry Time occurred; in the case of Alcan Rights where the Separation Time has occurred before the Expiry Time but Rights Certificates have not been distributed to Alcan shareholders before the Expiry Time, the Rights Certificate(s) representing the deposited Alcan Rights, together with a Letter of Transmittal (or a manually signed facsimile copy thereof), properly completed and duly executed with signatures guaranteed if so required in accordance with the Letter of Transmittal and all other documents required thereby, are received at any of the offices of the Depositary listed in the Letter of Transmittal on or before 5:00 p.m. (local time at the place of deposit) on the third trading day on the TSX after the date on which Rights Certificates are distributed to shareholders.

To be effective, the Notice of Guaranteed Delivery must be delivered by hand or courier, transmitted by facsimile or mailed to the Depositary at any of the offices specified in the Notice of Guaranteed Delivery and must include a guarantee by an Eligible Institution in the form provided in that Notice.

General

        The Offeror will determine questions as to the validity, form, eligibility, including time of receipt, and acceptance for exchange of any tender of Alcan Common Shares, in its sole discretion and the Offeror's determination will be final and binding. The Offeror reserves the right to reject any and all tenders of the Alcan Common Shares that it determines are not in proper form or the acceptance for exchange of which may be unlawful. No tender of the Alcan Common Shares will be deemed to have been validly made until all defects and irregularities have been cured or waived. The Offeror's interpretation of the terms and conditions of the Offer, including the acceptance forms and instructions thereto, will be final and binding. There shall be no obligation on the Offeror, the Information Agent, the Depositary, the Dealer Managers or any person acting on its or their behalf to give notice of any defects or irregularities in any acceptance or notice of withdrawal and no liability shall be incurred by any of them for failure to give any such notification. The Offeror reserves the right, in accordance with applicable law, to permit an Alcan shareholder to accept the Offer in a manner other than as set out above.

        You are advised that use of the mail to transmit share certificates, Rights Certificates, Letters of Transmittal, Notices of Guaranteed Delivery and all other required documents is at your risk. We recommend that all such documents be delivered by hand to the Depositary and that a receipt be obtained for their deposit; if documents are mailed, we recommend that insured mail with return receipt or acknowledgement of receipt be used and that proper insurance be obtained.

        You will not be required to pay any fee or commission if you accept the Offer by depositing your Alcan Common Shares directly with the Depositary or if you make use of the services of a Soliciting Dealer (if the Offeror, decides to form a Soliciting Dealer Group) in Canada, or Dealer Manager to accept the Offer. However, a broker or nominee through whom you own Alcan Common Shares may charge a fee to deposit Alcan Common Shares on your behalf. You should contact your broker or dealer to determine whether any charges will apply.

        An Alcan shareholder who wishes to deposit Alcan Common Shares (and Alcan Rights, if applicable) pursuant to the Offer and whose Alcan Common Shares (and Alcan Rights, if applicable) are registered in the name of a broker, dealer, commercial bank, trust company or other nominee should immediately contact such broker, dealer, commercial bank, trust company or other nominee in order to take the necessary steps to be able to deposit such Alcan Common Shares (and Alcan Rights, if applicable) pursuant to the Offer.

Power of Attorney

        The execution of a Letter of Transmittal (or, in the case of Alcan Common Shares deposited by book-entry transfer, the making of a book-entry transfer) irrevocably appoints, effective on and after the date that the Offeror takes up and pays for the deposited Alcan Common Shares, the Offeror or its designee as the true and lawful agent, attorney and attorney-in-fact of the Alcan shareholder delivering the Letter of Transmittal with respect to: (a) all right, title and interest in and to all Alcan Common Shares deposited in accordance with the Offer (the "Purchased Alcan Common Shares"), and (b) any and all stock dividends, securities, rights (including Alcan Rights), warrants or other non-cash interests or distributions which may be accrued, declared, paid, issued, distributed, made or transferred on or in respect of such Alcan Common Shares and which are made

15

payable or distributable to the holders of those Alcan Company Shares of record on a date on or after the date of the Offer (collectively, "Other Securities"). This appointment is effective from and after the date the Purchased Alcan Common Shares are taken up and paid for under the Offer and affords the Offeror full power of substitution (such power of attorney, being coupled with an interest and irrevocable), in the name of and on behalf of such Alcan shareholder, to (i) register, record, transfer and enter the transfer of the Purchased Alcan Common Shares and any Other Securities on the books of Alcan, (ii) vote, execute and deliver any instruments of proxy, authorizations and consents in form and on terms satisfactory to the Offeror in respect of any Purchased Alcan Common Shares and any or all Other Securities, revoke any such instrument, authorization or consent given prior to or after the date the Purchased Alcan Common Shares are taken up and paid for under the Offer, designate in any such instruments of proxy any person(s) as the proxy or the proxy nominee(s) of the Alcan shareholder in respect of those Purchased Alcan Common Shares and those Other Securities for all purposes, (iii) execute, endorse and negotiate any cheques or other instruments representing any distribution payable to the holder, and (iv) exercise any and all other rights of a holder of Purchased Alcan Common Shares and any Other Securities, all as set forth in the Letter of Transmittal.

        The foregoing proxies are effective only upon the Offeror taking up and paying for the Alcan Common Shares deposited pursuant to the Offer. All prior proxies and other authorizations (including, without limitation, all appointments of any agent, attorney or attorney-in-fact) or consents given by the undersigned with respect to those Purchased Alcan Common Shares and Other Securities shall be revoked as of the Effective Time and no subsequent proxies or other authorizations or consents may be given by such Alcan Shareholder with respect to those Purchased Alcan Common Shares or Other Securities.

        An Alcan shareholder accepting the Offer understands that, in order for Alcan Common Shares to be deemed validly deposited, immediately upon the Offeror's taking up of such Alcan Common Shares for payment, the Offeror or its designee must be able to exercise full voting, consent and other rights with respect to such Alcan Common Shares and Other Securities, including, without limitation, voting at any meeting of holders of such securities. Accordingly, from and after the date on which the Purchased Alcan Common Shares are taken up and paid for under the Offer, such Alcan shareholder thereby agrees not to vote any of the Purchased Alcan Common Shares or Other Securities at any meeting (whether annual, special or otherwise or any adjournment or postponement thereof including, without limitation, any meeting to consider a subsequent acquisition transaction) of holders of those securities; except as otherwise may be agreed, not to exercise any of the other rights or privileges attached to any of the securities; and to deliver to the Offeror any and all instruments of proxy, authorizations or consents received in respect of all those securities.

        The Offer does not constitute a solicitation of proxies (absent such take up and payment) for any meeting of Alcan shareholders.

Depositing Alcan Shareholders' Representations and Warranties

        The deposit of Alcan Common Shares under the Offer will create and constitute a binding agreement between an Alcan Shareholder accepting the Offer and the Offeror upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of such extension or amendment), including such shareholder's representation and warranty that:

•

such shareholder has full power and authority to deposit, sell, assign and transfer the Alcan Common Shares (and any Other Securities) and Alcan Rights being deposited and has not sold, assigned or transferred or agreed to sell, assign or transfer any of such Alcan Common Shares (and Other Securities) and Alcan Rights to any other person;



•

such shareholder owns the Alcan Common Shares (and any Other Securities) and Alcan Rights being deposited within the meaning of all applicable securities laws;



•

the deposit of such shareholder's Alcan Common Shares (and any Other Securities) and Alcan Rights complies with all applicable securities laws; and



•

when those Alcan Common Shares (and any Other Securities) and Alcan Rights are taken up and paid for under the Offer, the Offeror will acquire good title thereto free and clear of all liens, restrictions, charges, encumbrances and claims.

16

Conditions of the Offer

        Notwithstanding any other provision of the Offer and subject to applicable laws, the Offeror will have the right to withdraw or terminate the Offer (or amend the Offer to postpone taking up and paying for any Alcan Common Shares deposited under the Offer), and shall not be required to accept for payment, take up, purchase or pay for, or extend the period of time during which the Offer is open and may postpone taking up and paying for, any Alcan Common Shares deposited under the Offer, unless all of the following conditions are satisfied or waived by the Offeror at or prior to the Expiry Time (capitalized terms not otherwise defined having the meanings given to them in the Support Agreement):

•

there shall have been validly deposited under the Offer and not withdrawn that number of Alcan Common Shares that, when added to the Alcan Common Shares then owned by the Offeror and any of its subsidiaries, constitutes at least 66²/3% of the Alcan Common Shares outstanding (calculated on a fully-diluted basis) at the time the Alcan Common Shares are taken up under the Offer. This condition may not be waived by the Offeror without the consent of Alcan;



•

there shall have been tendered or deposited under the Offer and not withdrawn more than 50% of the Voting Shares (as defined in the Shareholder Rights Plan), held by Independent Shareholders (as defined in the Shareholder Rights Plan). The Offeror has agreed not to waive this condition in order to comply with the "Permitted Bid" provisions of the Shareholder Rights Plan;



•

the Offeror shall have determined acting reasonably that, on terms satisfactory to Rio Tinto and the Offeror, the Shareholder Rights Plan does not provide rights to Alcan shareholders to purchase any securities of Alcan as a result of the Offer and does not and will not adversely affect the Offer, Rio Tinto, the Offeror or any affiliate of Rio Tinto either before or on consummation of the Offer; without limiting the generality of the foregoing, Alcan shall have, to the extent permitted to be effected by the board of directors of Alcan under and subject to the terms of the Shareholder Rights Plan: (i) confirmed that the Offer is a Permitted Bid under the Shareholder Rights Plan; (ii) taken all further action necessary in order to ensure that the Separation Time (as defined in the Shareholder Rights Plan) does not occur in connection with the Support Agreement, the Offer, any Compulsory Acquisition or any Subsequent Acquisition Transaction; (iii) taken all further action necessary to ensure that the Shareholder Rights Plan does not interfere with or impede the success of the Offer, any Compulsory Acquisition or any Subsequent Acquisition Transaction; and (iv) taken all further action necessary in order to ensure that, upon the Offeror taking up the Alcan Common Shares under the Offer, all Rights under the Shareholder Rights Plan will have ceased to be exercisable and be redeemed at the Redemption Price as provided under the Shareholder Rights Plan without further formality and to ensure that upon such redemption all Rights become null and void;



•

(A)(i) the Canadian Commissioner shall have issued an advance ruling certificate under Section 102 of the Competition Act (Canada) ("Competition Act") in respect of the purchase of the Alcan Common Shares by Offeror, or (ii) the waiting period under Part IX of the Competition Act shall have expired or have been waived in accordance with the Competition Act and the Canadian Commissioner shall have advised Offeror in writing (which advice shall not have been rescinded or amended) that she has determined not to make an application under Part VIII of the Competition Act in respect of the purchase of the Alcan Common Shares by Offeror; (B) the applicable waiting periods (and any extension thereof) under the U.S. Hart-Scott Rodino Antitrust Improvement Act of 1976, as amended, shall have expired or been terminated; (C) the applicable waiting periods instituted by the European Commission and/or the Member States Agencies shall have expired or been terminated; (D) the Minister of Industry of Canada shall have approved, or have been deemed to approve, the Contemplated Transactions as being of net benefit to Canada; (E) all approvals required under the Continuity Agreement and any approvals under the Trade Practices Act 1974 (Australia), the Foreign Acquisitions and Takeovers Act 1975 (Australia), the U.S Defence Production Act of 1950 or from the French Minister of Economy or other relevant French Ministers contemplated in the Support Agreement shall have been obtained, or any applicable waiting periods in respect of any of the foregoing shall have expired or been terminated; and (F) Other Clearances (as defined in the Support Agreement) shall have been obtained;

17

•

without limiting the scope of the immediately preceding condition, all government or regulatory approvals (including, without limitation, those of any stock exchanges or other securities regulatory authorities) that are legally necessary to complete the Offer or any subsequent acquisition transaction shall have been obtained or concluded or, in the case of waiting or suspensory periods, expired or been waived or terminated;



•

the Support Agreement shall not have been terminated by Alcan or by Rio Tinto or the Offeror in accordance with its terms;



•

(i) no act, action, suit or proceeding shall have been taken before or by any domestic or foreign court, tribunal or governmental agency or other regulatory authority or administrative agency or commission or by any elected or appointed public official or private person (including any individual, corporation, firm, group or other entity) in Canada or elsewhere, whether or not having the force of law, other than any such action, suit or proceeding filed by or on behalf of commercial competitors of Alcan or competing bidders which the Offeror has been advised by counsel is unlikely to succeed, and (ii) no Law (as defined in the Support Agreement) shall have been proposed with retroactive effect, enacted, promulgated or applied, in either (i) or (ii): (A) to cease trade, enjoin, prohibit or impose material limitations or conditions on the purchase by or the sale to the Offeror of the Alcan Common Shares, or the right of the Offeror to own or exercise full rights of ownership of the Alcan Common Shares or the consummation of a subsequent acquisition transaction (other than any sale or disposition of assets or businesses as may be required by Competition Agencies or limitations or conditions imposed in connection therewith), (B) which, if the Offer (or any subsequent acquisition transaction) were consummated, would reasonably be expected to have a Material Adverse Effect in respect of Alcan or Rio Tinto (other than any sale or disposition of assets or businesses as may be required under the Support Agreement for compliance with regulatory requirements or limitations or conditions imposed in connection therewith) or (C) which would materially and adversely affect the ability of the Offeror to proceed with the Offer, effect any subsequent acquisition transaction and/or take up and pay for any Alcan Common Shares deposited under the Offer;



•

there shall not exist any prohibition at Law against the Offeror making or maintaining the Offer or taking up and paying for any Alcan Common Shares deposited under the Offer or completing any subsequent acquisition transaction;



•

there shall not exist or have occurred (or, if there does exist or has occurred prior to July 11, 2007, there shall not have been disclosed, generally or to Rio Tinto or the Offeror in writing on or before the execution and delivery of the Support Agreement) any change in the business, financial condition, results of operations of Alcan and the Alcan Subsidiaries taken as a whole which has resulted in a Material Adverse Effect with respect to Alcan;



•

Alcan shall have complied in all material respects with its covenants and obligations under the Support Agreement to be complied with at or prior to the Expiry Time;



•

neither Rio Tinto nor the Offeror shall have become aware of any untrue statement of a material fact, or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in the light of the circumstances in which it was made and at the date it was made (after giving effect to all subsequent filings prior to the date of the Offer in relation to all matters covered in earlier filings), in any document filed by or on behalf of Alcan with any securities commission or similar securities regulatory authority in Canada or the United States which Rio Tinto or the Offeror shall have reasonably determined, has or may have, a Material Adverse Effect on Alcan or which, if the Offer were consummated, would have a Material Adverse Effect on Rio Tinto or the Offeror;



•

the representations and warranties made by Alcan in the Support Agreement shall be true and correct at and as of the Expiry Time, as if made at and as of such time (except for those expressly stated to speak at or as of an earlier time) except for untrue or incorrect representations and warranties which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Alcan or materially and adversely affect the ability of the Offeror to effect the Offer or, if the Offer or any subsequent acquisition transaction were consummated, reasonably be expected to have a Material Adverse Effect on the Offeror or Rio Tinto; and

18

•

Rio Tinto's shareholders and Rio Tinto Limited's shareholders shall have approved the acquisition of the Alcan Common Shares pursuant to the Offer, in accordance with the Listing Rules made by the UK Financial Services Authority, the Articles of Association of Rio Tinto and the Constitution of Rio Tinto Limited.

        In the Support Agreement, "Material Adverse Effect" is defined as, in respect of any person, a change, effect, event, occurrence, state of facts or development that is, or would reasonably be expected to have a durationally significant impact that is, both material and adverse to the business, properties, assets, financial condition or results of operations of that person and its Subsidiaries taken as a whole, other than any change, effect, event, occurrence, state of facts or development (i) resulting from the announcement of the Support Agreement or the transactions contemplated thereby; (ii) relating to global, national or regional political conditions (including the outbreak of war or acts of terrorism), to global economic conditions, to the economies of any of the member countries of the Organization for Economic Cooperation and Development or of any jurisdiction where that person or its Subsidiaries operate, or to the securities, currency or banking markets in general; (iii) relating to the metal and mining industries in general or to aluminium prices or energy prices in general; (iv) relating to a change in the market trading price or trading volume of shares of that person, other than as a result of a Material Adverse Effect; (v) relating solely to the failure by that person to meet any earnings, projections, forecasts or estimates, whether internal or previously publicly announced; (vi) relating to any of the principal markets served by that person's business generally (including the business of that person's Subsidiaries) or shortages or price changes with respect to raw materials, metals, transportation or other products or services used or sold by that person or its Subsidiaries; (vii) relating to any generally applicable change in applicable Laws or regulations (other than orders, judgments or decrees against that person or any of its Subsidiaries); (viii) relating to any change in applicable generally accepted accounting principles, including GAAP, or as a result of any reconciliation of financial data into International Financial Reporting Standards; or (ix) resulting from compliance with the terms of the Support Agreement; provided, however, that the change, effect, event, occurrence or state of facts or development referred to in clauses (ii) or (vii) above shall not be excluded from the definition of Material Adverse Effect if it primarily relates to (or has the effect of primarily relating to) that person and its Subsidiaries, taken as a whole, or materially disproportionately adversely affects that person and its Subsidiaries, taken as a whole, compared to other companies of similar size operating in the industry in which that person and its Subsidiaries operate.

        In the Support Agreement, "Other Clearances" is defined as clearances required from Governmental Entities not specifically contemplated in the Support Agreement in order to complete the Offer, any Compulsory Acquisition or any Subsequent Acquisition Transaction, where (A) the assets, revenues or operations of Rio Tinto and the Offeror, on the one hand or Alcan, on the other, or both in the particular jurisdiction of any such other Governmental Entity are more than de minimis and (B) a party or any director, officer or employee of a party would be subject to criminal penalties for failure to obtain such consent or clearance from such other Governmental Entity.

        The foregoing conditions are for the sole benefit of the Offeror and may be asserted by the Offeror, acting reasonably, regardless of the circumstances giving rise to any such assertion; provided, however, that the Offeror shall be entitled to invoke a condition (other than as to minimum number of Alcan Common Shares required to be deposited) only if and to the extent that the circumstances giving rise to the right to invoke the condition are of material significance to Rio Tinto in the context of the Offer. Subject to the provisions of the Support Agreement, the Offeror may waive any of the foregoing conditions in whole or in part at any time and from time to time without prejudice to any other rights which the Offeror or Rio Tinto may have, except that the condition relating to the minimum number of Alcan Common Shares required to be deposited shall not be waived without the prior written consent of Alcan. The failure by the Offeror at any time to exercise any of the foregoing rights will not be deemed to be a waiver of any such right, the waiver of any such right with respect to particular facts and circumstances will not be deemed a waiver with respect to any other facts and circumstances and each such right shall be deemed to be an ongoing right which may be asserted at any time and from time to time.

        Any waiver of a condition or withdrawal of the Offer shall be effective upon written notice or other communication confirmed in writing by the Offeror to that effect to the Depositary at one of its offices indicated in the back page of this document. The Offeror will make a public announcement of the waiver or withdrawal promptly after giving notice to the Depositary and shall cause the Depositary, if required by law, to promptly

19

provide a copy of such notice in the manner provided in the section entitled "Notice" below to all Alcan shareholders. In addition to making a public announcement as described above, any waiver of the Minimum Tender Condition by the Offeror, following agreement with Alcan, will be made in the United States by placing an advertisement in a newspaper with national circulation (such as The Wall Street Journal, National Edition), which will state that a waiver of the Minimum Tender Condition has occurred and advising shareholders to withdraw their tenders immediately if their willingness to tender into the Offer would be affected by a waiver of the Minimum Tender Condition. During the five U.S. business day period after the Offeror makes such announcement, the Offer will be open for acceptances and holders of Alcan Common Shares who have deposited their Alcan Common shares in the Offer will be entitled to withdraw their securities. If the Offer is withdrawn, the Depositary will promptly return all certificates representing deposited Alcan Common Shares and Letters of Transmittal, Notices of Guaranteed Delivery and related documents in its possession to the parties by whom they were deposited, or, in the case of Alcan Common Shares deposited by book-entry transfer into the Depositary's account at an account maintained by CDS or DTC, as applicable, such Alcan Common Shares will be credited to an account maintained by CDS or DTC, as applicable.

Extension of the Expiry Time, Withdrawal, Variation or Change of the Offer

        The Offer will be open for acceptance until 6:00 p.m., Eastern Time, September 24, 2007 unless extended or withdrawn by the Offeror.

        Subject to the terms of the Support Agreement, the Offeror reserves the right at any time and from time to time to extend the Offer, withdraw the Offer or to vary or change the terms of the Offer by giving written notice or other communication (confirmed in writing) of such extension, withdrawal or variation to the Depositary at any of its offices, and by causing the Depositary, if required by law, to provide as soon as practicable thereafter a copy of such notice in the manner set forth in the section entitled "Notice" below to all Alcan shareholders. Notwithstanding anything to the contrary herein, the Offeror will not, without the prior consent of Alcan, increase or decrease the minimum number of Alcan Common Shares required to be deposited, decrease the amount of Alcan Common Shares for which the Offer is made, impose additional conditions to the Offer or otherwise vary the Offer (or any terms or conditions thereof) in a manner which is adverse to the Alcan shareholders.

        Unless otherwise agreed with Alcan, the Offeror will extend the Offer (i) for one or more successive 20-business-day periods if certain competition and antitrust regulatory clearances set out in the Support Agreement (the "Competition Clearances") have not been obtained at the Expiry Time, (ii) for one additional period of 20 business days following the date the Competition Clearances have been obtained if there shall have been deposited a number of Alcan Common Shares that constitutes less than 90% of the Alcan Common Shares outstanding calculated on a fully diluted basis at such time, (iii) for one final additional period of 20 business days if (A) the Competition Clearances have been obtained at such time, (B) there shall have been deposited a number of the Alcan Common Shares that constitutes a majority of the Alcan Common Shares outstanding on a fully diluted basis at such time, but (C) the condition relating to the minimum number of Alcan Common Shares required to be deposited has not been satisfied or waived at such time.

        The Offeror will not amend the Offer in a manner which would alter the withdrawal rights of Alcan shareholders or shorten or eliminate the Subsequent Offering Period. The Offeror shall make a public announcement of such extension, withdrawal or variation as soon as possible after giving notice of an extension, withdrawal or variation to the Depositary (and in the case of an extension of the Offer, no later than 9:00 a.m., Eastern Time, on the earlier of (i) the next business day after the extension and (ii) the next business day after the Expiry Time) and provide a copy of the notice to the NYSE and the TSX. Any notice of extension, withdrawal or variation will be deemed to have been given and to be effective on the day it is delivered or otherwise communicated in writing to the Depositary at any of its offices. Subject to applicable law (including Rules 14d-4(d) and 14d-6(c) under the Exchange Act, which require that any material change in the information published, sent or given to Alcan shareholders in connection with the Offer be promptly sent to those shareholders in a manner reasonably designed to inform them of that change) and without limiting the manner in which the Offeror may choose to make any public announcement, the Offeror assumes no obligation to publish, advertise or otherwise communicate any public announcement of this type other than in accordance with the section entitled "Notice" below.

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        Notwithstanding the foregoing, the Offer may not be withdrawn by the Offeror if all the conditions of the Offer have been satisfied or waived by the Offeror at or prior to the Expiry Time.

        Under applicable Canadian provincial securities laws, where the terms of the Offer are varied, the Offer will not expire before 10 days after the notice of change or variation has been given to Alcan shareholders, unless otherwise permitted by applicable securities law and subject to abridgment or elimination of that period pursuant to such orders or other forms of relief as may be granted by applicable securities regulatory authorities.

        Notwithstanding the foregoing, if prior to the Expiry Time, the Offeror changes the consideration paid pursuant to the Offer, reduces the percentage of the outstanding Alcan Common Shares sought or increases or decreases a dealer's soliciting fee, and if the Offer is scheduled to expire at any time earlier than the tenth business day from the date that notice of such change or variation is first published, mailed or given to Alcan shareholders, pursuant to Rule 14d-4(d) under the Exchange Act, the Offer will be extended at least until the expiration of such tenth business day. For purposes of the time periods set forth under the Offer (other than the section entitled "Offer — Shareholder Rights Plan"), a "business day" means any day other than a Saturday, Sunday or U.S. federal holiday, and consists of the time period from 12:01 a.m. through 12:00 Midnight, Eastern Time.

        If, at any time before the Expiry Time, or at any time after the Expiry Time but before the expiration of all rights of withdrawal with respect to the Offer, a change occurs in the information contained in the Offer or the Circular, as amended from time to time, that would reasonably be expected to affect the decision of an Alcan shareholder to accept or reject the Offer (other than a change that is not within the control of the Offeror or its affiliates), the Offeror will make a public announcement of the change in information and provide a copy of the notice thereof to the NYSE and the TSX in accordance with the section entitled "Notice" below.

        During any such extension or in the event of any such variation or change in information, all Alcan Common Shares previously deposited and not taken up or withdrawn will remain subject to the Offer and may be accepted for purchase by the Offeror in accordance with the terms of the Offer, subject to the withdrawal rights described in the section entitled "Right to Withdraw" below. An extension of the Expiry Time, a variation of the terms of the Offer or a change in information does not constitute a waiver by the Offeror of any rights described above in the section entitled "Conditions of the Offer". If the Offer Consideration is increased, the increased consideration will be paid to all depositing Alcan shareholders whose Alcan Common Shares are taken up under the Offer.

        The Offeror acknowledges that Rule 14e-1(c) under the Exchange Act requires the Offeror to pay the consideration offered or return the deposited Alcan Common Shares promptly after the termination or withdrawal of the Offer.

Subsequent Offering Period

        In the event that the Offeror takes up Alcan Common Shares deposited under the Offer, in order to comply with the provision of the Shareholder Rights Plan relating to a "Permitted Bid," the Offeror will publicly announce and make available a Subsequent Offering Period pursuant to Rule 14d-11 under the Exchange Act, which shall expire no earlier than 10 business days (as defined under the Shareholder Rights Plan) after the date of such announcement and during which Alcan shareholders may deposit Alcan Common Shares not deposited during the Offer. The Offeror will not amend the Offer to shorten or eliminate the Subsequent Offering Period. Once commenced, the Subsequent Offering Period may be extended and remain open for deposits in accordance with Rule 14d-11 or as otherwise permitted by the SEC, but in no event will it remain open less than 10 business days (as defined under the Shareholder Rights Plan) regardless of when it commences.

        A Subsequent Offering Period does not constitute an extension of the Offer for purposes of the Exchange Act, although it does constitute an extension of the Offer under Canadian securities laws. Under Canadian securities laws, in order for the Offeror to take up and pay for additional Alcan Common Shares deposited after the Expiry Time, the Offeror must either (i) extend the Offer in accordance with Canadian securities laws (which extension would be treated as a Subsequent Offering Period in the United States) or (ii) initiate a new offer in respect of Alcan Common Shares, which new offer could not be consummated for at least 35 calendar days. For purposes of the Exchange Act, a Subsequent Offering Period is an additional period of time beginning on the next business day after the Expiry Time during which Alcan shareholders may deposit Alcan Common Shares

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not deposited during the Offer. For purposes of applicable Canadian securities laws, a Subsequent Offering Period is an additional period of time by which the Offer is extended, following the satisfaction or waiver of all conditions of the Offer and the take up of all Alcan Common Shares then deposited under the Offer prior to the Expiry Time, and during which period Alcan shareholders may deposit Alcan Common Shares not deposited prior to the commencement of the Subsequent Offering Period with respect to the Offer. In connection with the intended Subsequent Offering Period, for purposes of applicable U.S. federal securities laws, the Offeror will include a statement of its intention to provide a Subsequent Offering Period in the press release announcing the results of the Offer disseminated no later than 9:00 a.m., Eastern Time, on the next business day after the previously scheduled Expiry Time. For purposes of applicable Canadian securities laws, the Offeror will provide a written notice of extension of the Offer with respect to the implementation of the Subsequent Offering Period, including the period during which the Offer will be open for acceptance, to the Depositary and will cause the Depositary to provide as soon as practicable thereafter a copy of such notice in the manner set forth in the section entitled "Notice" to all holders of Alcan Common Shares that have not been taken up pursuant to the Offer at the date of the extension. The same form and amount of consideration will be paid to Alcan shareholders depositing Alcan Common Shares during the Subsequent Offering Period as would have been paid prior to the commencement of such period. The Offeror will permit withdrawal of Alcan Common Shares deposited during the Subsequent Offering Period, at any time prior to the expiration of such Subsequent Offering Period; provided, however, that this right of withdrawal will not apply in respect of Alcan Common Shares taken up by the Offeror prior to the Subsequent Offering Period. Withdrawing holders of Alcan Common Shares who have deposited such Alcan Common Shares during the Subsequent Offering Period and have received payment for such Alcan Common Shares must return such payment to the applicable Offeror prior to any withdrawal. Subject to the following sentence, the Expiry Time with respect to a subsequent Offer shall be 5:00 p.m., Eastern Time, on the last day of the Subsequent Offering Period, unless determined otherwise in accordance with the terms set forth herein. The foregoing sentence will not limit the requirement that the conditions to the Offer set forth in the section of the Offer entitled "Conditions of the Offer" be satisfied or waived at or prior to the Expiry Time, which will be before the commencement of the Subsequent Offering Period.

        Under applicable Canadian securities laws, a Subsequent Offering Period must be open for at least 10 calendar days from the date of notice of extension referred to above. The Offeror may extend the subsequent offering period in accordance with Rule 14d-11 or as permitted by the SEC, but in no event will it remain open less than 10 business days (as defined under the Shareholder Rights Plan) regardless of when it commences.

        In accordance with Canadian securities laws and the Exchange Act, the Offeror will provide a Subsequent Offering Period which shall expire no earlier than 10 business days (as defined under the Shareholder Rights Plan) after the date of the announcement of such Subsequent Offering Period, and which may be extended in the discretion of the Offeror subject to compliance with the U.S. federal securities laws and relief obtained from the SEC, if any.

        The Offeror will immediately take up and promptly pay for all Alcan Common Shares validly deposited during the Subsequent Offering Period with respect to the Offer.

Shareholder Rights Plan

The following is only a summary of the material provisions of the Shareholder Rights Agreement between Alcan and CIBC Mellon Trust Company, as rights agent, as amended and restated as of April 28, 2005 (the "Shareholder Rights Plan"), and Alcan shareholders are advised to read in its entirety the Shareholder Rights Plan, which is filed with the SEC as Exhibit 99 to Alcan's Current Report on Form 8-K, dated April 29, 2005 and filed on April 29, 2005 under Alcan's profile in the Canadian securities regulatory authorities' SEDAR website at www.sedar.com. Capitalized terms used in this section, unless otherwise defined in this document, have the meanings given to them in the Shareholder Rights Plan.

        The Alcan Rights issued under the Shareholder Rights Plan attach to and trade with the Alcan Common Shares and no separate certificates are issued unless an event triggering the Alcan Rights occurs. Certificates evidencing Alcan Common Shares are legended to reflect that they evidence the Alcan Rights until the Separation Time or the Expiration Time of the Shareholder Rights Plan. Following the Separation Time, the Alcan Rights will separate from the Alcan Common Shares and be transferable, trade separately from the Alcan

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Common Shares and become exercisable. Under the Shareholder Rights Plan, the "Separation Time" means the close of business on the tenth business day (each reference to "business day" in this section shall mean any day, other than a Saturday or Sunday, on which banks are generally open for business in the City of Montréal) after the earliest of:

•

the first date of public announcement by Alcan or an Acquiring Person (as defined below) that an Acquiring Person has become such;



•

the date of the commencement of, or the first public announcement of the intent of any person or entity (other than a person or entity making a Permitted Bid (as defined below) or an offer otherwise permitted under the Shareholder Rights Plan, or Alcan or any subsidiary of Alcan) to commence a take-over bid (other than a Permitted Bid or an offer otherwise permitted under the Shareholder Rights Plan, as the case may be); and



•

the date on which a Permitted Bid, or an offer otherwise permitted under the Shareholder Rights Plan, ceases to qualify as such or on such later day as the board of directors of Alcan shall determine acting in good faith; provided that, if any such take-over bid expires, is cancelled, terminated or otherwise withdrawn prior to the Separation Time, such take-over bid will be deemed, for the purposes of the definition of "Separation Time," never to have been made.

        If any person, including any party acting jointly or in concert with such person, acquires (subject to certain exceptions) beneficial ownership of 20% or more of the outstanding Voting Shares (defined as the Alcan Common Shares and any other shares in the capital of Alcan entitled to vote generally in the election of Alcan directors) without complying with the "Permitted Bid" provisions of the Shareholder Rights Plan (as summarized below), or without the approval of the board of directors of Alcan, each Alcan Right thereafter will entitle its holder, other than the acquiring person or persons related to or acting jointly or in concert with such person, to purchase additional Alcan Common Shares at a 50% discount to the then-current market price. The acquisition by any person (an "Acquiring Person") of 20% or more of the outstanding Voting Shares, other than by way of a Permitted Bid, is referred to as a "Flip-in-Event". Any Alcan Rights held by an Acquiring Person will become void upon the occurrence of a Flip-in-Event.

        A "Permitted Bid" is a take-over bid made by an offeror by means of a take-over bid circular sent to holders of Voting Shares and which complies with the following additional provisions:

(i)

the take-over bid is made to all holders of Voting Shares as registered on the books of Alcan, other than the party making the take-over bid;



(ii)

the take-over bid contains, and the take-up and payment for securities tendered or deposited to the take-over bid is subject to, an irrevocable and unqualified provision that no Voting Shares will be taken up or paid for pursuant to the take-over bid (A) prior to the close of business on a date which is not less than 60 days following the date of the take-over bid and (B) only if at such date more than 50% of the Voting Shares held by Independent Shareholders shall have been tendered or deposited pursuant to the take-over bid and not withdrawn;



(iii)

unless the take-over bid is withdrawn, the take-over bid contains an irrevocable and unqualified provision that Voting Shares may be deposited pursuant to such take-over bid at any time during the period of time described in clause (ii) above and that any Voting Shares deposited pursuant to the take-over bid may be withdrawn until taken up and paid for; and



(iv)

the take-over bid also contains an irrevocable and unqualified provision that in the event that the deposit condition set forth in clause (ii)(B) above is satisfied, the party making the take-over bid will make a public announcement of that fact and the take-over bid will remain open for deposits and tenders of Voting Shares for not less than 10 business days from the date of such public announcement.

        The board of directors of Alcan has unanimously determined that the Offer constitutes a "Permitted Bid" under the Shareholder Rights Plan.

        If, at the end of the 60-day period referred to in clause (ii) above, more than 50% of the Voting Shares held by Independent Shareholders have been properly deposited under the Offer and not withdrawn, the Offeror may take-up and pay for the Alcan Common Shares but must extend the take-over bid for a further 10 business

23

days to allow the remaining Alcan shareholders to deposit their Alcan Common Shares, as described in paragraph (iv) above. "Independent Shareholders" is defined in the Shareholders Rights Plan as holders of Voting Shares, not including any Acquiring Person or any person, entity or group which has made an offer to acquire 20% or more of Voting Shares (a "20% Offeror") (including a 20% Offeror who is making a Permitted Bid or offer otherwise permitted under the Shareholder Rights Plan) other than any person, entity or group who is not deemed to beneficially own the Voting Shares held by such person, entity or group, any affiliate or associate of any such Acquiring Person or 20% Offeror or any person, entity or group acting jointly or in concert with such Acquiring Person or 20% Offeror, or persons, entities or groups with rights or powers under any employee stock ownership plans, benefit plans, deferred profit sharing and any other similar plan or trust for the benefit of employees of Alcan or a subsidiary of Alcan, unless the beneficiaries of such plan or trust direct the manner in which such Voting Shares are to be voted or direct whether the Voting Shares are to be tendered to a take-over bid.

        Under the Shareholder Rights Plan, the board of directors of Alcan has the discretion prior to the occurrence of a Flip-in Event that would occur by reason of a take-over bid made by means of a take-over bid circular sent to all holders of record of Voting Shares, to waive the application of the Shareholder Rights Plan to such Flip-in Event, provided that such waiver shall automatically constitute a waiver of the application of such provisions to any other Flip-in Event made by means of a take-over bid circular to all holders of record of Voting Shares. The board of directors of Alcan also has the right, acting in good faith and with the prior consent of the holders of Voting Shares or Alcan Rights, at any time prior to the occurrence of a Flip-in Event, to redeem all (but not less than all) of the Alcan Rights at a redemption price of $0.01 per Alcan Right, subject to certain adjustments.

        It is a condition of the Offer that the Offeror shall have determined acting reasonably that, on terms satisfactory to Rio Tinto and the Offeror, the Shareholder Rights Plan does not provide rights to Alcan shareholders to purchase any securities of Alcan as a result of the Offer and does not and will not adversely affect the Offer, Rio Tinto, the Offeror or any affiliate of Rio Tinto either before or on consummation of the Offer; without limiting the generality of the foregoing, Alcan shall have, to the extent permitted to be effected by the board of directors of Alcan under and subject to the terms of the Shareholder Rights Plan: (i) confirmed that the Offer is a Permitted Bid under the Shareholder Rights Plan; (ii) taken all further action necessary in order to ensure that the Separation Time does not occur in connection with the Support Agreement, the Offer, any Compulsory Acquisition or any Subsequent Acquisition Transaction; (iii) taken all further action necessary to ensure that the Shareholder Rights Plan does not interfere with or impede the success of the Offer, any Compulsory Acquisition or any Subsequent Acquisition Transaction; and (iv) taken all further action necessary in order to ensure that, upon the Offeror taking-up Alcan Common Shares under the Offer, all Rights under the Shareholder Rights Plan will have ceased to be exercisable and be redeemed at the Redemption Price as provided under the Shareholder Rights Plan without further formality and to ensure that upon such redemption all Rights become null and void. See the section entitled "Offer — Conditions of the Offer".

Take Up of, and Payment for, Deposited Alcan Common Shares

        Provided all of the conditions to the Offer shall have been waived by the Offeror or satisfied, the Offeror will take up and pay for all of the Alcan Common Shares tendered under the Offer promptly and, in any event, not later than two Business Days following the time at which the Offeror becomes entitled to take-up such Alcan Common Shares under the Offer pursuant to applicable securities laws. For greater certainty, the Offeror undertakes not to take up any Alcan Common Shares that have been deposited prior to the Expiry Time, which undertaking shall be irrevocable unless and until the Alcan Shareholder Rights Plan is rendered inoperative with respect to the Offer. Any Alcan Common Shares deposited during the Subsequent Offering Period will be taken up immediately and paid for promptly. In the event that the Offeror takes up Alcan Common Shares deposited under the Offer, in order to comply with the provision of the Shareholder Rights Plan relating to a "Permitted Bid," the Offeror will publicly announce and make available a subsequent offering period pursuant to Rule 14d-11 under the Exchange Act, which shall expire no earlier than 10 business days (as defined under the Shareholder Rights Plan) after the date of such announcement and during which Alcan shareholders may deposit Alcan Common Shares not previously deposited during the Offer.

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        Alcan Common Shares properly deposited and not withdrawn pursuant to the Offer will be deemed to have been taken up and accepted for payment if, as and when the Offeror gives written notice or other communication confirmed in writing to the Depositary at its principal office in New York to that effect.

        The Offeror will pay for Alcan Common Shares properly deposited under the Offer and not withdrawn by providing the Depositary with sufficient funds (by bank transfer or other means satisfactory to the Depositary) for transmittal to depositing Alcan shareholders. Under no circumstances will interest accrue or be paid to persons depositing Alcan Common Shares by the Offeror or the Depositary, regardless of any delay in making payment for those shares.

        All Alcan Common Shares taken up under the Offer will be paid for in U.S. dollars only.

        The Depositary will act as the agent of Alcan shareholders who have properly deposited Alcan Common Shares under the Offer for the purposes of receiving payment under the Offer and transmitting that payment to those Alcan shareholders, and receipt of payment by the Depositary will constitute receipt of payment by those Alcan shareholders who have properly deposited Alcan Common Shares. Upon receipt of payment by the Depository, the Depositary will forward a cheque payable in U.S. dollars in respect of the Offer Consideration payable by first class mail representing payment for the Alcan Common Shares taken up. Unless otherwise specified by the Alcan shareholder in the Letter of Transmittal or Notice of Guaranteed Delivery, any cheque will be issued in the name of the registered holder of the Alcan Common Shares so deposited and forwarded by first class mail to the address specified in the Letter of Transmittal. If no address is specified, any cheque will be sent to the address of the Alcan shareholder as shown on the register of Alcan shareholders maintained by or on behalf of Alcan.

        If the Offer Consideration payable pursuant to the Offer is increased before the Expiry Time, the increased consideration will be paid in respect of all Alcan Common Shares acquired pursuant to the Offer, regardless of whether those shares were deposited before that increase in the Offer Consideration.

Right to Withdraw

        Alcan Common Shares deposited under the Offer may be withdrawn by or on behalf of the depositing Alcan shareholder (unless otherwise required or permitted by applicable law):

•

at any time before Alcan Common Shares deposited under the Offer are taken up and paid for by the Offeror under the Offer, which, in any event, will not occur prior to the Expiry Time;



•

during the Subsequent Offering Period; provided, however, that this right of withdrawal will not apply in respect of Alcan Common Shares taken up and paid for by the Offeror prior to the Subsequent Offering Period; or



•

at any time before the expiration of the tenth day after the date upon which either: (a) a notice of change relating to a change that has occurred in the information contained in the Offer or the Circular, as amended from time to time, and such change is one that would reasonably be expected to affect the decision of an Alcan shareholder to accept or reject the Offer (other than a change that is not within the control of the Offeror or its affiliates); provided that such change occurs before the Expiry Time or after the Expiry Time but before the expiration of all rights of withdrawal in respect of the Offer; or (b) a notice of variation concerning a variation of the terms of the Offer (other than a variation consisting solely of an increase in the Offer Consideration where the time for deposit is not extended for a period greater than 10 days) is first mailed, delivered or otherwise properly communicated.

        The 10-day period referred to above may be extended to 10 business days where required by U.S. securities laws.

        Notice of withdrawal of deposited Alcan Common Shares must (i) be made by a method that provides the Depositary with a timely written or printed copy of such notice; (ii) be made by or on behalf of the depositing Alcan shareholder; (iii) be signed by or on behalf of the depositing Alcan shareholder; (iv) specify such Alcan shareholder's identity, the number of Alcan Common Shares to be withdrawn, and the name of the registered Alcan shareholder of the Alcan Common Shares being withdrawn; and (v) be actually received by the Depositary within the applicable time limits specified above.

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        If certificates evidencing the Alcan Common Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such certificates, the serial numbers shown on such certificates must be submitted to the Depositary and, unless the notice of withdrawal is signed by the registered owner of such Alcan Common Shares or such Alcan Common Shares have been deposited by or for the account of an Eligible Institution, the signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution. If Alcan Common Shares have been deposited pursuant to the procedures for book-entry transfer as described in the section entitled "Manner of Acceptance" above, any notice of withdrawal must specify the name and number of the account at CDS or DTC, as applicable, to be credited with the withdrawn Alcan Common Shares or otherwise comply with the procedures of CDS or DTC, as applicable.

        Withdrawals may not be rescinded and will take effect upon actual receipt by the Depositary of a properly completed notice of withdrawal. Any Alcan Common Shares withdrawn will be deemed not properly deposited for the purposes of the Offer, but may be re-deposited at any time on or prior to the Expiry Time by following the applicable procedures described in the section entitled "Manner of Acceptance" above.

        The Offeror will not amend the Offer in such a manner as would alter the withdrawal rights of Alcan shareholders.

        In addition to the foregoing withdrawal rights, holders of Alcan Common Shares in certain provinces of Canada are entitled to statutory rights of rescission in certain circumstances. See the section entitled "Statutory Rights" in the Circular.

Return of Alcan Common Shares

        If any Alcan Common Shares deposited under the Offer are not taken up pursuant to the Offer, or certificates are submitted for more Alcan Common Shares than are properly deposited, certificates representing those Alcan Common Shares that are not taken up (or were not properly deposited) will be returned to the depositing shareholder without expense to the shareholder, or, in the case of Alcan Common Shares deposited by book-entry transfer into an account maintained by the Depositary with CDS or DTC, as applicable, those Alcan Common Shares that have not been taken up or properly deposited will be credited to the depositing shareholder's account maintained by CDS or DTC, as applicable, in each case promptly after the Expiry Time or withdrawal or termination of the Offer.

Mail Service Interruption

        Notwithstanding any other provisions of the Offer, the Circular, the Letter of Transmittal and the Notice of Guaranteed Delivery, cheques and other relevant documents will not be mailed if the Offeror determines, in its reasonable discretion, that delivery by mail may be delayed by a disruption of mail service. Holders of Alcan Common Shares entitled to cheques and/or other relevant documents that are not mailed for this reason may take delivery thereof at the office of the Depositary at which they deposited their Alcan Common Shares until such time as the Offeror has determined, in its reasonable discretion, that delivery by mail will no longer be delayed. Notwithstanding the section entitled "Take Up of, and Payment for, Deposited Alcan Common Shares" above, but subject to the section entitled "Notice" below, cheques and other relevant documents not mailed for this reason will, subject to applicable law, be conclusively deemed to have been delivered on the first day upon which they are available for delivery at the office of the Depositary at which the Alcan Common Shares were deposited. Notice of any such determination by the Offeror shall be given to holders of Alcan Common Shares in accordance with the section entitled "Notice" below.

Notice

        Except as otherwise provided in the Offer, any notice that the Offeror or the Depositary may provide, give or cause to be given under the Offer will be deemed to have been properly given if mailed to the registered holders of Alcan Common Shares at their respective addresses appearing in the registers maintained in respect of such Alcan Common Shares and will be deemed to have been delivered and received on the mailing date. These provisions shall apply notwithstanding any accidental omission to provide or give notice to any one or more holders of Alcan Common Shares and notwithstanding interruption of mail service in Canada, the United States or elsewhere following mailing. In the event of any interruption of mail service, the Offeror

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intends to make reasonable efforts to disseminate the notice by other means, such as publication. Subject to the approval of applicable regulatory authorities, in the event of any interruption of mail service, any notice that the Offeror or the Depositary may provide, give or cause to be given under the Offer will be deemed to have been properly provided or given to or received by holders of Alcan Common Shares if it is (i) given to the NYSE and the TSX for dissemination through their facilities, (ii) published once in La Presse, The Globe and Mail and The Wall Street Journal, National Edition or (iii) given to the Canada Newswire Service and the Dow Jones Newswire.

Interests of Certain Persons in the Offer

        The current Alcan chief executive officer, Richard B. Evans, will become chief executive of the combined aluminum product group, Rio Tinto Alcan, based in Montréal and will report directly to Rio Tinto's chief executive, Tom Albanese. Furthermore, Rio Tinto will add three new members to its board: two non-executive members of the board of directors of Alcan, and Mr. Evans as chief executive of the combined Rio Tinto Alcan aluminum product group.

        Rio Tinto will also establish a Canada Forum based in Montréal to advise the board of directors of Rio Tinto on Canadian political, economic and social issues and appoint an advisor from Alcan's existing group of non-executive directors to assist in relation to business developments in France.

        Except as described herein, there are no arrangements or agreements made or proposed to be made between the Offeror and any of the directors or executive officers of Alcan and no payments or other benefits are proposed to be made or given by the Offeror to such directors or executive officers as compensation for loss of office or as compensation for remaining in or retiring from office if the Offer described herein is consummated.

Dividends and Distributions

        Under the Support Agreement, Alcan has undertaken, except with the consent of the Offeror, not to declare, set aside or pay any dividends on or make any other distributions on or in respect of the Alcan Common Shares, nor reduce capital in respect of the Alcan Common Shares, except, in respect of dividends payable on the Alcan Preferred Shares and dividends payable on the Alcan Common Shares consistent with Alcan's current dividend policy in effect as at July 12, 2007.

        If Alcan should declare or pay any cash dividend (other than its normal quarterly cash dividend per Alcan Common Share of $0.20 or less in accordance with Alcan's current dividend policy, including as to timing of declaration and payment, which quarterly cash dividend is payable before the take up by the Offeror of Alcan Common Shares) or make any other cash distribution in respect of Alcan Common Shares after July 12, 2007, such dividend or distribution will, subject to the Offeror's take up and payment for Alcan Common Shares pursuant to the Offer, be received and held by depositing holders of Alcan Common Shares for the account of the Offeror and (i) to the extent that such cash dividends or cash distributions do not exceed the Offer Consideration, such Offer Consideration will be reduced by the amount of any such dividend or distribution; and (ii) the amount by which any such cash dividend or cash distribution exceeds the Offer Consideration must be remitted promptly by the depositing holders of Alcan Common Shares to the Depositary or another person designated by the Offeror for the Offeror's account accompanied by appropriate documentation of transfer.

        Alcan Common Shares acquired pursuant to the Offer shall be acquired free and clear of all encumbrances, together with all rights and benefits arising therefrom including the right to any and all cash and stock dividends (other than its normal quarterly cash dividend per Alcan Common Share of $0.20 or less in accordance with Alcan's current dividend policy, including as to timing of declaration and payment), securities, rights, warrants or other interests or distributions which may be accrued, declared, paid, issued, distributed, made or transferred on or in respect of such Alcan Common Shares and which are made payable or distributable to the holders of those Alcan Common Shares of record on a date on or after the date of the Offer.

Market Purchases

        The Offeror reserves the right, to the extent possible under the Exchange Act and Canadian securities laws, to acquire, or to cause an affiliate, or their respective nominees, advisors or brokers (acting as agents), to

27

acquire, make certain purchases of, or arrangements to purchase, Alcan Common Shares or securities immediately convertible or exchangeable for Alcan Common Shares, outside the United States during the period in which the Offer remains open for acceptance. In no event will the Offeror make any such purchases of Alcan Common Shares until the third business day following the date of the Offer. The aggregate number of Alcan Common Shares acquired by the Offeror through the facilities of a stock exchange during the course of the Offer shall not exceed 5% of the outstanding Alcan Common Shares as of the date of the Offer, and the Offeror will issue and file a news release forthwith after the close of business of the TSX on each day on which such Alcan Common Shares have been purchased. To the extent purchases are legally permitted, if the Offeror purchases Alcan Common Shares through the facilities of a stock exchange while the Offer is outstanding, the Alcan Common Shares so purchased shall be counted in any determination as to whether the condition has been met as to the minimum number of shares required to be deposited under the Offer.

        Although the Offeror has no present intention to sell Alcan Common Shares taken up under the Offer, subject to compliance with applicable securities laws, the Offeror reserves the right to make or to enter into an arrangement, commitment or understanding at or prior to the Expiry Time to sell any such shares after the Expiry Time.

Unauthorized Representations

        No person has been authorized to provide any information or make any representation on behalf of the Offeror or its affiliates not contained in, referred to or incorporated by reference into, this document and, if given or made, such information or representation must be considered as not having been authorized by the Offeror.

Other Terms

        The provisions of the Offer, the Circular, the Letter of Transmittal, the Notice of Guaranteed Delivery and the other documents disseminated therewith collectively comprise the terms and conditions of the Offer.

        The Offeror shall determine all questions relating to the interpretation of the Offer, the Circular, the Letter of Transmittal and the Notice of Guaranteed Delivery, the validity (including time of receipt) of any acceptance of the Offer and any withdrawal of Alcan Common Shares, including, without limitation, the satisfaction or non-satisfaction of any condition, the validity, time and effect of any deposit of Alcan Common Shares or notice of withdrawal of Alcan Common Shares, and the due completion and execution of the Letter of Transmittal or Notice of Guaranteed Delivery. The Offeror's determination of such matters shall be final and binding for all purposes. The Offeror reserves the right to waive any defect in acceptance with respect to any particular Alcan Common Share or any particular Alcan shareholder. There shall be no obligation on the Offeror, a Soliciting Dealer (if the Offeror decides to form a Soliciting Dealer Group), the Dealer Managers, the Information Agent or the Depositary to give notice of any defects or irregularities in any acceptance or notice of withdrawal and no liability shall be incurred by any of them for failure to give any such notification.

        The Offeror reserves the right to transfer or assign, in whole or from time to time in part, to one or more of its affiliates, the right to purchase all or any portion of the Alcan Common Shares deposited pursuant to the Offer. Any such transfer or assignment shall be agreed to by Alcan and will not relieve the Offeror of its obligations under the Offer and will not prejudice the rights of Alcan shareholders depositing Alcan Common Shares to receive payment for Alcan Common Shares validly deposited and taken up pursuant to the Offer.

        While the Offer is being made to all holders of Alcan Common Shares, this document does not constitute an offer or a solicitation in any jurisdiction in which such offer or solicitation is unlawful. The Offer is not being made in any jurisdiction in which the making or acceptance of the Offer would not be in compliance with the laws of any such jurisdiction. However, the Offeror may, in its sole discretion, take such action as it may deem necessary to extend the Offer in any such jurisdiction. Any holder of Alcan Common Shares in a jurisdiction in which such offer or solicitation is unlawful may collect copies of this document and related documents at the office of the Depositary set forth on the back cover.

        These securityholder materials are being sent to both registered and non-registered owners of Alcan Common Shares. If you are a non-registered owner, and the Offeror or its agents have sent these materials

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directly to you, your name, address and information about your holding of Alcan Common Shares have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding on your behalf.

        The Circular contains additional information relating to the Offer.

Dated: July 24, 2007

RIO TINTO CANADA HOLDING INC.

By: /s/ IAN C. RATNAGE,
Chairman and President

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CIRCULAR

This Circular is furnished in connection with the accompanying Offer dated July 24, 2007 by the Offeror to purchase all of the issued and outstanding Alcan Common Shares, including Alcan Common Shares that may become outstanding upon the exercise of certain Options after the date of the Offer but before the completion of the Offer. You should refer to the Offer for details of the terms and conditions, including details as to payment and withdrawal rights.

Appendix A (Directors and Executive Officers of the Offeror and Rio Tinto) also forms part of this Circular. Capitalized words and terms used in this Circular but not defined herein shall have the meanings given to them in the Offer.

ABOUT RIO TINTO

        Rio Tinto Group is a leading international mining group combining Rio Tinto and its group undertakings and Rio Tinto Limited and its group undertakings in a dual listed companies structure that has created a single economic enterprise. Both Rio Tinto, which is a London listed public company, and Rio Tinto Limited, whose shares are listed on the Australian Securities Exchange, are legal entities with separate share listings and registers. Rio Tinto is incorporated in England and Wales and its registered office is at 6 St James's Square, London, England SW1Y 4LD (telephone: +44 20 7930 2399). Rio Tinto Limited is incorporated in the State of Victoria, Australia, and its registered office is at 120 Collins Street, Melbourne, Victoria, Australia (telephone: + 61 3 9283 3333). Rio Tinto's agent in the United States may be contacted at Rio Tinto Services Inc., 80 State Street, Albany, New York 12207-2543. Investor relations in the United States are provided by Makinson Cowell US Limited, One Penn Plaza, 250 W. 34th St, Suite 1935, New York, New York 10119.

        Rio Tinto Group's business is finding, mining and processing mineral resources. Rio Tinto Group's mining interests are diverse both in geography and product. Activities span the world but are strongly represented in Australia and North America, with the Group also having significant businesses in South America, Asia, Europe and southern Africa. Businesses include open pit and underground mines, mills, refineries and smelters as well as a number of research and service facilities.

        Rio Tinto Group's fundamental objective is to maximise the overall long term return to the Rio Tinto Group's shareholders by operating responsibly and sustainably in areas of proven expertise where the Group has competitive advantage. Its strategy is to maximise net present value by investing in large, long life, cost competitive mines. Investments are driven by the quality of opportunity, not choice of commodity. The Group consists of wholly and partly owned subsidiaries, jointly controlled assets, jointly controlled entities and associated companies. Rio Tinto's management structure is designed to facilitate a clear focus on the Group's objective. The management structure is based on principal product and global support groups: Iron Ore, Energy, Diamonds and Industrial Minerals, Aluminium, Copper, Business Resources, and Technology and Innovation. The chief executive of each product group and function reports to the chief executive of Rio Tinto. The name, citizenship, business address, principal occupation or employment and five-year employment history for each of the directors and executive officers of Rio Tinto and certain other information are set forth in Appendix A (Directors and Executive Officers of the Offeror and Rio Tinto).

ABOUT RIO TINTO CANADA HOLDING INC.

        The Offeror, Rio Tinto Canada Holding Inc., is a corporation incorporated under the laws of Canada, and an indirect wholly-owned subsidiary of Rio Tinto. The Offeror was incorporated specifically for the purposes of making the Offer and acquiring Alcan Common Shares, and to date, has not carried on any other business. The Offeror's registered offices are located at Suite 1800, 770 Sherbrooke Street West, Montréal, Québec, Canada H3A 1G1 (telephone: +1 (514) 288-8400)

        The name, citizenship, business address, principal occupation or employment and five-year employment history for each of the directors and executive officers of the Offeror and certain other information are set forth in Appendix A (Directors and Executive Officers of the Offeror and Rio Tinto).

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ABOUT ALCAN INC.

        Alcan Inc. is the parent company of an international group involved in many aspects of the aluminum, engineered products and packaging industries. Through subsidiaries, joint ventures and related companies around the world, the activities of Alcan include bauxite mining, alumina refining, production of specialty alumina, aluminum smelting, manufacturing and recycling, engineered products, flexible and specialty packaging, as well as related research and development. Alcan operates through four business groups, each responsible for the different business units of which they are comprised including: Bauxite and Alumina, Primary Metals, Engineered Products and Packaging.

        Alcan was first chartered as Northern Aluminum Company, Limited in 1902, in Canada. Alcan's principal executive offices are located at 1188 Sherbrooke Street West, Montréal, Québec, Canada H3A 3G2, and Alcan's telephone number is (514) 848-8000. Alcan's website is www.alcan.com. The information contained on the website is not incorporated by reference into the Offer, and you should not consider information contained on the website as part of the Offer or this Circular.

        Alcan is a reporting issuer or the equivalent in all provinces and territories of Canada and files its continuous disclosure documents with the Canadian securities regulatory authorities and with the SEC. Such documents are available without charge at www.sedar.com and www.sec.gov. The information contained on the websites is not incorporated by reference into the Offer, and you should not consider information contained on the websites as part of the Offer or this Circular.

Alcan Authorized and Outstanding Share Capital

Alcan Common Shares

        Alcan is authorized to issue an unlimited number of Alcan Common Shares. In the Support Agreement, Alcan has represented to the Offeror and Rio Tinto that as at June 30, 2007, there were (i) 370,975,741 Alcan Common Shares outstanding and (ii) outstanding Options to acquire in aggregate 6,553,113 Alcan Common Shares.

        The Alcan Common Shares are subject to the prior rights, privileges, restrictions and conditions attached to any outstanding Alcan preference shares and the holders of the Alcan Common Shares are entitled (i) to cast one vote for each share held of record on each matter submitted to vote at all meetings of shareholders of Alcan, except meetings at which only holders of other classes of shares are entitled to vote; (ii) to receive any dividends declared thereon; and (iii) to receive the remaining property of Alcan upon dissolution.

        On May 4, 2007, the last full trading day before Alcoa Inc. announced its offer, the closing price of Alcan Common Shares on the TSX and NYSE was Cdn$67.55 and $61.03, respectively. The average closing price of the Alcan Common Shares on the TSX and NYSE for the 30 trading days ending May 4, 2007 was Cdn$62.81 and $55.36, respectively. We urge you to obtain a recent quotation for the Alcan Common Shares before determining whether or not to deposit your Alcan Common Shares under the Offer.

Alcan Preference Shares

        Alcan is authorized to issue an unlimited number of preference shares issuable in series, of which, according to representations made by Alcan to the Offeror and Rio Tinto in the Support Agreement, as at June 30, 2007, there were outstanding (i) in the aggregate, 5,699,900 1984 Series C Preference Shares and 1985 Series C Preference Shares; and (ii) 2,999,000 Series E Preference Shares.

        Under the Support Agreement, Alcan has undertaken to take, as soon as reasonably practical, all action necessary to redeem and cancel in accordance with their terms all of the Alcan Preferred Shares outstanding, provided that such redemption and cancellation shall have been completed no later than the day immediately preceding the Expiry Time.

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Dividend Policy

        The following table sets forth, for each of the calendar quarters indicated, the amount of dividends paid (or payable) on each Alcan Common Share:

2005
First Quarter	$	0.15
Second Quarter		0.15
Third Quarter		0.15
Fourth Quarter		0.15
2006
First Quarter		0.15
Second Quarter		0.15
Third Quarter		0.20
Fourth Quarter		0.20
2007
First Quarter		0.20
Second Quarter		0.20

        According to its Annual Report on Form 10-K for the year ended December 31, 2006, Alcan currently intends to pursue a policy of paying quarterly dividends; however, the payment and level of future dividends will be determined by the board of directors of Alcan in light of earnings from operations, capital requirements and the financial condition of Alcan. According to its Annual Report on Form 10-K for the year ended December 31, 2006, Alcan's cash flow is generated principally from operations and also by dividends and interest payments from subsidiaries, joint ventures and related companies and these dividend and interest payments may be subject, from time to time, to regulatory or contractual restraints, withholding taxes and foreign governmental restrictions affecting repatriation of earnings.

RELATIONSHIPS BETWEEN THE OFFEROR AND ALCAN

Beneficial Ownership of and Trading in Securities of Alcan

        No securities of Alcan, are owned beneficially, directly or indirectly, nor is control or direction exercised over any securities of Alcan, by the Offeror or the Offeror's directors or executive officers or, to the knowledge of such directors and executive officers after reasonable inquiry, by any of the Offeror's associates, subsidiaries or affiliates, by any associate of such directors or executive officers or by any person or company owning, directly or indirectly, more than 10% of any class of securities of the Offeror. No person other than Rio Tinto is acting jointly or in concert with the Offeror with respect to the Offer.

        No securities of Alcan have been traded during the 12-month period preceding the date of the Offer by the Offeror or the Offeror's directors or executive officers or, to the knowledge of such directors and executive officers after reasonable inquiry, by any of the Offeror's associates, subsidiaries or affiliates, by any associate of such directors and executive officers or by any person or company owning, directly or indirectly, more than 10% of any class of securities of the Offeror.

Commitments to Acquire Securities of Alcan

        Except pursuant to the Offer, neither the Offeror nor any of the Offeror's directors or executive officers, nor to the knowledge of the Offeror's directors and executive officers after reasonable inquiry, any of the Offeror' associates, subsidiaries or affiliates, any associate of any of the Offeror's directors or executive officers or any person or company beneficially owning, directly or indirectly, more than 10% of any class of securities of the Offeror has entered into any commitments to acquire any equity securities of Alcan.

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Market Purchases

        The Offeror reserves the right, to the extent permissible under the Exchange Act and Canadian securities laws, to acquire, or to cause an affiliate, or their respective nominees, advisors or brokers (acting as agents), to acquire, make certain purchases of, or arrangements to purchase, Alcan Common Shares or securities immediately convertible or exchangeable for Alcan Common Shares, outside the United States during the period in which the Offer remains open for acceptance. In no event will the Offeror make any such purchases of Alcan Common Shares until the third business day following the date of the Offer. The aggregate number of Alcan Common Shares acquired by the Offeror through the facilities of a stock exchange during the course of the Offer shall not exceed 5% of the outstanding Alcan Common Shares as of the date of the Offer, and the Offeror will issue and file a news release forthwith after the close of business of the TSX on each day on which such Alcan Common Shares have been purchased. To the extent purchases are legally permitted, if the Offeror purchases Alcan Common Shares through the facilities of a stock exchange while the Offer is outstanding, the Alcan Common Shares so purchased shall be counted in any determination as to whether the condition has been met as to the minimum number of shares required to be deposited under the Offer.

        Although the Offeror has no present intention to sell Alcan Common Shares taken up under the Offer, subject to applicable laws, it reserves the right to make or enter into arrangements, commitments or understandings at or prior to the Expiry Time to sell any of such Alcan Common Shares after the Expiry Time.

Arrangements, Agreements or Understandings

        Except as described herein or in appendices or documents attached hereto or incorporated by reference herein, neither the Offeror nor, to the best of the Offeror's knowledge, any of the Offeror's directors, executive officers or other affiliates has any contract, arrangement, understanding or relationship with any other person with respect to any securities of Alcan, including, but not limited to, any contract, arrangement, understanding or relationship concerning the transfer or the voting of any securities, joint ventures, loan or option arrangements, puts or calls, guarantees of loans, guarantees against loss or the giving or withholding of proxies. Except as described in the Offer, there have been no contacts, negotiations or transactions between the Offeror or, to the best of the Offeror's knowledge, any of the Offeror's directors, executive officers or other affiliates on the one hand, and Alcan or its affiliates, on the other hand, concerning a merger, consolidation or acquisition, a tender offer or other acquisition of securities, an election of directors, or a sale or other transfer of a material amount of assets. Except as described herein or in appendices or documents attached hereto or incorporated by reference herein, neither the Offeror, nor, to the best of the Offeror's knowledge, any of the Offeror's directors, executive officers or other affiliates has had any transaction with Alcan or any of its executive officers, directors or affiliates that would require disclosure under the rules and regulations applicable to the Offer.

        The current Alcan chief executive officer, Richard B. Evans, will become chief executive of the combined aluminum product group, Rio Tinto Alcan, based in Montréal and will report directly to Rio Tinto's chief executive, Tom Albanese. Furthermore, Rio Tinto will add three new members to its board: two non-executive members of the board of directors of Alcan, and Mr. Evans as chief executive of the combined aluminum product group, Rio Tinto Alcan. The size of Rio Tinto's board of directors will therefore increase following closing of the Offer from 13 to 16.

        Rio Tinto and Alcan are parties to a Confidentiality Agreement dated April 11, 2007 and subsequently amended on June 25, 2007. The Confidentiality Agreement was entered into in connection with the negotiations leading to the execution of the Support Agreement. See section entitled "Circular — Background to the Offer".

        Except as described herein, there are no arrangements or agreements made or proposed to be made between the Offeror and any of the directors or executive officers of Alcan and no payments or other benefits are proposed to be made or given by the Offeror to such directors or executive officers as compensation for loss of office or as compensation for remaining in or retiring from office if the Offer described herein is consummated.

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Material Changes and Other Information

        Except for the Offer described herein and as otherwise disclosed publicly by Alcan, the Offeror is not aware of any information which indicates that any material change has occurred in the affairs of Alcan since May 10, 2007, the date of the last available published financial statements of Alcan. As of the date of this Circular, neither Rio Tinto nor the Offeror has knowledge of any material fact omitted from the Offer which was required to be stated in the Offer or the statement of which was necessary in order to make the other statements in the Offer, in the light of the circumstances under which they were made, not misleading.

BACKGROUND TO THE OFFER

        The provisions of the Support Agreement are the result of arm's length negotiations conducted between representatives of Rio Tinto, the Offeror and Alcan and their respective advisors. The following is a summary of the events leading up to the negotiation of the Support Agreement and the meetings, negotiations, discussions and actions between the parties that preceded the execution and public announcement of the Support Agreement.

        Rio Tinto regularly examines strategic options for its business and from time to time has discussions with various industry participants regarding potential strategic transactions, including business combinations.

        In March 2005, an early stage review of the aluminum industry and potential business combinations with participants in the industry was carried out. This was followed by a further review in June 2005, focusing primarily on Alcan. In March 2006, Rio Tinto began a major strategic review of a transaction involving the acquisition of Alcan in its entirety. This review, which included input from financial advisers and Canadian legal advisers, culminated in a presentation to the board of directors of Rio Tinto on September 14, 2006. The acquisition of Alcan was just one of several strategic initiatives evaluated, assessed and discussed by Rio Tinto's senior management during 2006.

        On October 10, 2006, Leigh Clifford, then Chief Executive of Rio Tinto, and Oscar Groeneveld, Chief Executive Officer of Rio Tinto Aluminium, met in London with Richard Evans, Chief Executive Officer of Alcan, while Mr. Groeneveld and Mr. Evans were in London for LME week. At that meeting, Mr. Clifford first introduced the possibility of combining Alcan and Rio Tinto's aluminum business. It was agreed that a meeting would take place in the following weeks to discuss that possibility further.

        On October 16, 2006, Mr. Evans called Mr. Clifford to arrange a meeting in Paris on October 24, 2006 to discuss a transaction in more detail. At a meeting of the board of directors of Rio Tinto held on October 23, 2006, the board delegated authority to Mr. Clifford and Guy Elliott, Finance Director of Rio Tinto, to continue discussions with Alcan.

        On October 24, 2006, Mr. Clifford and Mr. Elliott met in Paris with Mr. Evans and Yves Fortier, Chairman of the Board of Alcan. At that meeting, the possibility of Rio Tinto making an all-cash offer for all of the Alcan Common Shares was discussed and an indication of potential terms was provided by Messrs. Clifford and Elliott. The parties also discussed the business rationale behind the combination of the two aluminum businesses. Messrs. Fortier and Evans agreed to contact Rio Tinto after the October 25, 2006 meeting of the board of directors of Alcan to provide feedback on the Alcan board's reaction to Rio Tinto's proposal and to discuss next steps.

        On November 1, 2006, Mr. Evans wrote to Mr. Clifford to provide this feedback. Mr. Evans highlighted that Alcan had considerable respect for Rio Tinto and the manner in which it conducted its affairs. Alcan also recognized the potential for synergies, especially in Australia, between the two companies. However, the board of directors of Alcan had determined that the proposed transaction presented in Paris was not of interest to Alcan at that time. Nevertheless, Mr. Evans was asked by the board of directors of Alcan to explore the feasibility of other forms of potential cooperation between Alcan and Rio Tinto.

        From early November 2006 through mid-March 2007, members of management of Alcan and Rio Tinto held two meetings in person and had several telephone conversations to discuss various combination structures. By the end of January 2007 however, Rio Tinto had concluded, and had communicated to Alcan, that it believed the optimal transaction for both parties was an all-cash acquisition of Alcan by Rio Tinto.

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        On March 13, 2007, the board of directors of Rio Tinto approved a further approach to Alcan for the acquisition for cash of all of the Alcan Common Shares. On March 20, 2007, Mr. Clifford, Tom Albanese, Chief Executive designate, and Mr. Elliott met Mr. Evans, David McAusland, Executive Vice President, Corporate Development and Chief Legal Officer of Alcan, and Michael Hanley, Chief Financial Officer of Alcan, in Paris and delivered a letter outlining a definitive proposal for the acquisition for cash of all of the Alcan Common Shares. The proposal included a price indication subject to due diligence and Rio Tinto offered to enter into a confidentiality and standstill agreement once Rio Tinto had an agreement in principle that the board of directors of Alcan was prepared to recommend the proposal.

        On March 28, 2007, Mr. Evans called Mr. Clifford to inform him that he was authorized by the board of directors of Alcan to explore cautiously additional dialogue with Rio Tinto. Mr. McAusland for Alcan and Mr. Elliott for Rio Tinto in the following days negotiated the terms of the confidentiality agreement which was entered into on April 11, 2007.

        Following the entering into of the confidentiality agreement, on April 11, 2007, Alcan provided a representative of McCarthy Tétrault LLP, Rio Tinto's Canadian legal advisers, with access to the terms of the Continuity Agreement dated December 13, 2006 between Alcan and the Government of Québec.

        On April 12, 2007, there was a telephone call between Messrs. Clifford, Albanese, Elliott and Trevor Mills, General Manager, Business Evaluation Department of Rio Tinto, and Messrs. Evans, McAusland and Hanley concerning potential issues in Canada, France and Australia and Mr. Evans spoke in terms of cautious engagement with Rio Tinto.

        On April 13, 2007, Mr. Albanese and Mr. Mills discussed in a telephone call with Mr. Hanley the compatibility of the two companies' operating models and there was a further telephone call on April 16, 2007 between Messrs. Clifford, Albanese, Elliott and Mills and Messrs. Evans, Hanley and McAusland to discuss issues in Canada and the upcoming meeting of the board of directors of Alcan. Mr. McAusland called Mr. Elliott on April 18, 2007 to discuss these issues further.

        On April 14, 2007, Paul Skinner, Chairman of the Board of Rio Tinto, and Sir Richard Sykes, Rio Tinto's senior non-executive director, met Mr. Fortier and Paul Tellier, a non-executive director of Alcan, in New York to discuss the scope of a potential transaction and specifically governance issues.

        On April 20, 2007, Mr. Skinner wrote to Mr. Fortier to thank him and Mr. Tellier for taking the time to meet with Sir Richard Sykes and him in New York, emphasizing Rio Tinto's willingness to work closely with the board of directors of Alcan to address issues of concern in Canada, expressing the hope that Rio Tinto's proposal made on March 20, 2007 would receive favorable consideration from the board of directors of Alcan at its April meeting and looking forward to feedback on the outcome of that meeting.

        On May 1, 2007, Mr. Fortier telephoned Mr. Skinner to inform him that Alcan did not wish to proceed further with discussions.

        On May 7, 2007, Alcoa Inc. issued a press release announcing its intention to make an offer for all of the outstanding Alcan Common Shares for a consideration per Alcan Common Share equal to $58.60 in cash and 0.4108 share of Alcoa common stock. On the same date, Alcan issued a press release stating that Alcan had received from Alcoa notice of intent to file an unsolicited offer to acquire all of the outstanding Alcan Common Shares, and that, consistent with its obligations and focus on delivering value to shareholders, the board of directors of Alcan would consider the proposal and how it could impact the interests of Alcan shareholders and other stakeholders. The press release stated that board of directors of Alcan and management remained committed to building and delivering value for shareholders and other stakeholders, and believed that Alcan's strategy and recent performance and accomplishments clearly demonstrated this commitment. The press release also stated that Alcan recommended that its shareholders defer making any decision until the Board had an opportunity to fully review the expected offer and to make a formal recommendation as to its merits.

        On May 7, 2007, Messrs Albanese and Evans had a telephone conversation during which Mr. Albanese reiterated Rio Tinto's interest in pursuing discussions with Alcan and that the board of directors of Rio Tinto was willing to present a compelling proposal to Alcan once it was in a position to conduct further due diligence on Alcan's operations.

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        On May 9, 2007 and May 10, 2007, telephone conversations took place between Messrs. Albanese and Evans, the conversation on May 9, 2007 paving the way for the meeting to discuss high level due diligence questions which took place in New York on May 12, 2007 and at which Messrs. Albanese and Mills of Rio Tinto and Mr. Evans and Corey Copeland from Alcan were present. During the telephone conversation on May 10, 2007, Mr. Evans stated that Alcan would consider alternatives other than an acquisition by Rio Tinto. Also on May 10, 2007, during a telephone conversation between Mr. Elliott and Mr. McAusland during which Mr. Elliott indicated that a further proposal could be put to Alcan, Mr. McAusland referred to two other parties being in the process, although they were not identified.

        On May 14, 2007, there was a further telephone conversation between Messrs. Albanese and Evans in which Mr. Evans indicated that he understood Rio Tinto's requirement for due diligence and his willingness to provide some information in advance of Rio Tinto's board meeting on June 5, 2007. There were also two telephone conversations on May 14, 2007 between Messrs. Elliott and McAusland and one telephone conversation on May 15, 2007 between Messrs. Skinner and Fortier.

        On May 17, 2007, Rio Tinto provided Alcan with its high level due diligence questions. Between May 17, 2007 and June 4, 2007, there were a number of telephone conversations between Messrs. Elliott and McAusland on the necessity for and terms of a standstill agreement between Rio Tinto and Alcan, during the course of which Mr. McAusland mentioned the existence of discussions with other parties. The conversations also included discussion of a potential due diligence process and the need for a standstill agreement prior to the process, the issue of exclusivity for Rio Tinto and possible timetables in the light of transaction approval processes. There was also a meeting in Montréal between a representative of McCarthy Tétrault LLP and Mr. McAusland on the Continuity Agreement and a telephone conversation between Messrs. Albanese and Evens primarily on governance issues.

        At the meeting of the board of directors of Rio Tinto held on June 5, 2007, the board discussed a revised proposal to Alcan and authorized Mr. Skinner to put such proposal to Alcan's Chairman.

        On June 6, 2007, Messrs Skinner and Fortier met in The Hague, The Netherlands. At that meeting, Mr. Skinner outlined the revised proposal for the acquisition for cash of all of the outstanding Alcan Common Shares discussed at the meeting of the board of directors of Rio Tinto the previous day.

        In the discussions leading up to the signing of a standstill agreement on June 13, 2007, Mr. McAusland told Mr. Elliott that standstill and confidentiality agreements had been issued to potential competing bidders, although the counterparties were not identified. On June 13, 2007, Alcan and Rio Tinto entered into a standstill agreement and a series of due diligence meetings in New York between Rio Tinto and Alcan's business managers began. These meetings in New York City took place between June 13, 2007 and June 18, 2007 and covered Primary Metals, Bauxite and Alumina, Engineered Products, Packaging, Health Safety and the Environment, litigation and various corporate topics. McCarthy Tétrault LLP and Linklaters LLP took part in some of the meetings. On June 13, 2007, Mr. Albanese and Mr. Mills met Mr. Evans in New York City to discuss the principles of the due diligence exercise, governance issues, the timing of a possible transaction and the communication strategy in relation to any transaction.

        On June 15, 2007, Mr. Skinner met with Messrs Fortier and Tellier in New York City to review the progress of discussions and to discuss governance issues and matters concerning Alcan critical relationships in the Province of Québec.

        Between June 18, 2007 to July 2, 2007, further due diligence and management meetings and presentations were held among the parties and their respective legal advisers. During that period, various financial aspects and other terms of Rio Tinto's proposal were discussed between Rio Tinto and Alcan. There was a meeting on June 23, 2007 between Mr. Albanese and Mr. Evans, when matters covered included organizational issues and governance, and telephone conversations between Messrs. Elliott and McAusland and three letters from Mr. McAusland to Mr. Elliott regarding the terms Alcan wished to see in the Support Agreement, contractual aspects related to the Continuity Agreement and value. During this period, Rio Tinto and its legal counsel worked on preparing definitive transaction documentation, including the Support Agreement, the notification pursuant to the Continuity Agreement and other ancillary documents.

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        On July 2, 2007, Rio Tinto delivered a revised proposal to Alcan to be considered at the Alcan committee and board meetings to be held on July 4, 2007 and July 5, 2007.

        On July 6, 2007, there were telephone conversations between Messrs. Skinner and Fortier, Messrs. Albanese and Evans and Messrs. Elliott and McAusland at which feedback on the deliberations of the Alcan committee and board meetings was provided to Rio Tinto. As a result of these conversations, Rio Tinto decided to send a small team, including Mr. Elliott, to Montréal to continue negotiations with Alcan.

        Between July 8, 2007 and July 10, 2007, there were several meetings in Montréal and telephone conversations between Messrs. Elliott and McAusland during the course of which it was made clear to Rio Tinto that Alcan was in active discussion with at least one other party and that there were important issues to resolve in relation to the proposal Rio Tinto had made. Mr. Albanese had one telephone conversation on July 8, 2007 with Mr. Evans to discuss progress on negotiations over the Support Agreement and communications planning and there was a telephone conversation on July 9, 2007 between Mr. Albanese and Mr. Evans and one meeting between Mr. Skinner and Messrs. Fortier and Tellier on July 10, 2007 at which Alcan emphasized the existence of other potential interested parties. Discussions also took place between the respective legal advisers in relation to the terms of the Support Agreement and the undertakings to be provided in relation to the Continuity Agreement.

        Rio Tinto was informed that meetings of board of directors of Alcan and its committees would take place on July 11, 2007 to consider proposals for a transaction involving Alcan and that any proposal should be submitted and considered best and final by the end of the day on July 10, 2007.

        On July 10, 2007, two meetings of the board of directors of Rio Tinto were held. At the first, Mr. Elliott provided an update on discussions with Alcan, with the decision on whether to submit a further offer to Alcan being deferred until a second board meeting later that day. At that second board meeting, it was agreed that an offer within the parameters discussed should be made and that a committee of the Board should be appointed to deal with all matters relating to the offer. Following that second board meeting, Mr. Skinner met Messrs. Fortier and Tellier in Montréal to gain an understanding of the process through which offers from competing bidders would go before the Alcan committees and Board and later telephoned Mr. Fortier to advise him of the key elements of Rio Tinto's proposal. Subsequently, Rio Tinto submitted its proposal to Alcan in writing.

        On July 11, 2007, a committee of the board of directors of Rio Tinto met by telephone conference call to approve the Offer and the entering into of the Support Agreement and other related matters. After discussing various matters relating to the proposed transaction, the committee of the Board of Rio Tinto, among other things, unanimously approved the Offer and the entering into of the Support Agreement.

        On July 11, 2007, the board of directors of the Offeror met to approve the Offer and the entering into of the Support Agreement and other related matters.

        On July 11, 2007, board of directors of Alcan and its committees met to consider the proposals submitted and Mr. Skinner was telephoned by Mr. Fortier in the early evening and informed that Rio Tinto was the preferred bidder subject to final negotiation and agreement on documentation.

        Following negotiation, the final forms of each of the Support Agreement and the announcement were settled between McCarthy Tétrault LLP and Ogilvy Renault and between Rio Tinto, the Offeror and Alcan and the Support Agreement was signed and dated July 12, 2007.

        The Offer was announced on July 12, 2007 and from that date to the date of this document, Rio Tinto and Alcan and their respective advisers had such meetings and telephone calls as were deemed necessary and appropriate to prepare the Offer documentation, including an amendment to the Support Agreement that was entered into on July 20, 2007 with effect as of July 12, 2007.

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SUPPORT AGREEMENT

        The Offeror, Rio Tinto and Alcan have entered into the Support Agreement which sets forth, among other things, the terms and conditions upon which Rio Tinto has agreed to cause the Offeror to make, and the Offeror has agreed to make, the Offer and Alcan has agreed to recommend that shareholders accept it.

        The following is a summary of the principal terms of the Support Agreement. It does not purport to be a complete description of all material terms and is subject to, and is qualified in its entirety by reference to, the provisions of the Support Agreement. Capitalized terms have the meanings given to them in the Support Agreement. The Support Agreement was filed by Alcan with the SEC on July 13, 2007 (and is available free of charge at www.sec.gov), with securities regulators in Canada on SEDAR on July 16, 2007 (and is available free of charge at www.sedar.com) and by the Offeror and Rio Tinto with the SEC as an exhibit to the Tender Offer Statement on Schedule TO filed by the Offeror and Rio Tinto in connection with the Offer (and is available free of charge at www.sec.gov).

Support of the Offer by Alcan

        Alcan has advised the Offeror and Rio Tinto that the board of directors of Alcan, upon consultation with its financial and legal advisors and following receipt of a recommendation of the Strategic Committee and of the ad hoc Canada and Québec Committees of the board of directors of Alcan established pursuant to the Continuity Agreement, has unanimously determined that the Offer is fair from a financial point of view to all Alcan Shareholders and that the Offer is in the best interests of Alcan and Alcan Shareholders and, accordingly, has unanimously approved the entering into of the Support Agreement and the making of a recommendation that Alcan Shareholders accept the Offer.

The Offer

        The Offeror has agreed to make the Offer, and Rio Tinto has agreed to cause the Offeror to make the Offer, on the terms and conditions set forth in the Support Agreement, which Offer shall be conditional upon all of the conditions of the Offer set out in the Support Agreement and described in the section entitled "Offer — Conditions of the Offer" having been satisfied or waived by the Offeror.

        The Offeror may, in its sole discretion, modify or waive any term or condition of the Offer; provided that the Offeror shall not, without the prior consent of Alcan, increase or decrease the minimum number of Alcan Common Shares required to be tendered, decrease the amount of Shares for which the Offer is made, impose additional conditions to the Offer or otherwise vary the Offer (or any terms or conditions thereof) in a manner which is adverse to the Alcan shareholders (provided that, for certainty, the Offeror may in its sole discretion increase the total Offer Consideration and/or add additional consideration). The Offeror may invoke a condition (other than as to the minimum number of Alcan Common Shares required to be tendered) only if and to the extent that the circumstances giving rise to the right to invoke the condition are of material significance to Rio Tinto in the context of the Offer.

Shareholder Rights Plan

        The board of directors of Alcan has unanimously determined that the Offer constitutes a "Permitted Bid" under the Shareholder Rights Plan. Alcan has also covenanted and agreed that (i) it will not waive the application of the Shareholder Rights Plan to any Acquisition Proposal unless it is a Superior Proposal and Rio Tinto's "opportunity to match" under the Support Agreement has expired and (ii) it will not amend the Shareholder Rights Plan or authorize, approve or adopt any other shareholder rights plan or enter into any agreement providing therefor.

        Alcan has agreed to take all further action necessary to the extent permitted to be effected by the board of directors of Alcan under and subject to the terms of the Shareholder Rights Plan: (i) in order to ensure that the Separation Time (as defined in the Shareholder Rights Plan) does not occur in connection with the Contemplated Transactions, (ii) otherwise to ensure that the Shareholder Rights Plan does not interfere with or impede the success of the Contemplated Transactions; and (iii) in order to ensure that upon Take-Up, all Rights under the Shareholder Rights Plan cease to be exercisable and are redeemed at the Redemption Price as

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provided under the Shareholder Rights Plan without further formality and to ensure that upon such redemption all Rights become null and void.

Alcan Board Representation

        Promptly upon the time that at least a majority of the then outstanding Alcan Common Shares (calculated on a fully-diluted basis) are purchased by the Offeror and from time to time thereafter, the Offeror will be entitled to designate such number of members of the board of directors of Alcan, and any committees thereof, as is proportionate to the percentage of the outstanding Alcan Common Shares owned from time to time by the Offeror (the "Offeror Percentage"), and Alcan will co-operate fully with the Offeror, subject to all applicable laws, to enable the Offeror's designees to be elected or appointed and to constitute the Offeror Percentage including, at the request of the Offeror, using its reasonable best efforts to increase the size of the board of directors of Alcan and to secure the resignations of such directors as the Offeror may request.

No Solicitation Covenant

        Alcan has agreed that, except as otherwise provided in the Support Agreement, it shall not, directly or indirectly, through any officer, director, employee, representative (including financial or other advisors) or agents:

•

solicit, assist, initiate, knowingly encourage or otherwise facilitate (including by way of furnishing non-public information, permitting any visit to any facilities or properties of Alcan or any Alcan Subsidiary, including any material joint ventures or material mineral properties, or entering into any form of written or oral agreement, arrangement or understanding) any inquiries, proposals or offers regarding any Acquisition Proposal;



•

engage in any discussions or negotiations regarding, or provide any confidential information with respect to, any Acquisition Proposal provided that, for greater certainty, Alcan may advise any Person making an unsolicited Acquisition Proposal that such Acquisition Proposal does not constitute a Superior Proposal when the board of directors of Alcan has so determined;



•

withdraw, modify or qualify (or publicly propose to or publicly state that it intends to withdraw, modify or qualify) in any manner adverse to Rio Tinto or the Offeror, the approval or recommendation of the board of directors of Alcan of the Support Agreement or the Offer or recommend an Acquisition Proposal;



•

approve or recommend, or propose publicly to approve or recommend, or remain neutral with respect to any Acquisition Proposal (it being understood that publicly taking no position or a neutral position with respect to an Acquisition Proposal until 15 calendar days following the formal commencement of such Acquisition Proposal shall not be considered a violation of the non-solicitation provisions of the Support Agreement unless such position has not been withdrawn by or before the end of such 15 calendar day period); or



•

accept or enter into, or publicly propose to accept or enter into, any letter of intent, agreement in principle, agreement, arrangement or undertaking related to any Acquisition Proposal.

        The Support Agreement defines an "Acquisition Proposal" as any merger, take-over bid, amalgamation, plan of arrangement, business combination, consolidation, recapitalization, reorganization, tender offer, issuer bid, liquidation or winding-up or similar transaction or sale of assets, whether in a single transaction or a series of transactions, in respect of Alcan or the Alcan Subsidiaries involving (i) 20% or more of the consolidated assets of Alcan (other than a sale or other disposal of any or all of Alcan's interests in its Packaging Business Group and related assets), (ii) 20% or more of the outstanding shares of any class of equity securities of Alcan or 20% or more of the voting or equity securities of any of the Alcan Subsidiaries whose assets, individually or in the aggregate, constitute 20% or more of the consolidated assets of Alcan (in each case other than a transaction involving Rio Tinto or Offeror), or (iii) any proposal or offer to, or public announcement of an intention to do so, or any amendment increasing the consideration to be paid pursuant to any existing proposal or offer to do so, any of the foregoing from any person other than Rio Tinto or Offeror, excluding in the case of (i), (ii) and

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(iii) above the sale or other disposal of any or all of Alcan's interests in its Packaging Business Group and related assets.

        Alcan has agreed to cease and cause to be terminated any existing solicitation, encouragement, activity, discussion or negotiation with any person by Alcan or any Alcan Subsidiary with respect to any Acquisition Proposal, whether or not initiated by Alcan, and, in connection therewith, Alcan has agreed to discontinue access to any data rooms previously provided to any such person and has agreed to request the return or destruction of all information regarding Alcan and the Alcan Subsidiaries previously provided to any such person, including all material including or incorporating or otherwise reflecting any such information.

        Alcan has agreed not to terminate, waive, amend or modify any provision of an existing confidentiality agreement relating to an Acquisition Proposal or any standstill agreement to which it is a party.

        Alcan has agreed to promptly (and in any event within 24 hours) notify Rio Tinto and the Offeror of any proposal, inquiry, offer, expression of interest (or any material amendment to it) or request relating to any actual or potential Acquisition Proposal, an Acquisition Proposal, any request for discussions or negotiations, any request for representation on the board of directors of Alcan and any request for non-public information relating to Alcan or any Alcan Subsidiary or any material joint venture received by Alcan's directors, officers, representatives or agents, or any amendments to the foregoing. Such notice shall include a description of the terms and conditions of, and the identity of the Person making, any proposal, inquiry, offer (including any amendment to it) or request. Alcan has agreed to, at the reasonable request of Rio Tinto or the Offeror, inform Rio Tinto or the Offeror as to the status, including any change to the material terms, of any such proposal, inquiry, offer or request, or any amendment to any of the foregoing.

Ability of Alcan to Accept a Superior Proposal

        Notwithstanding Alcan's obligations under the non-solicitation provisions summarized above and any other provision of the Support Agreement, the board of directors of Alcan shall be permitted to: (a) withdraw, modify or qualify (or propose to withdraw, modify or qualify) in any manner adverse to Rio Tinto or the Offeror the approval or recommendation of the Offer; (b) engage in discussions or negotiations with, or provide information to, any person or governmental or regulatory authority and otherwise cooperate with and assist the person making such Acquisition Proposal in response to an Acquisition Proposal by any such Person, if and only to the extent that:

(i)

it has received a bona fide written Acquisition Proposal from such Person and the board of directors of Alcan reasonably determines, after consultation with its outside legal and financial advisers, that such Acquisition Proposal constitutes, or could reasonably be expected to lead to a Superior Proposal;



(ii)

in the case of (a) above, Alcan shall have complied with all other requirements relating to the Offeror's "opportunity to match" provision under the Support Agreement;



(iii)

the board of directors of Alcan, after consultation with its outside legal advisors, determines in good faith that the failure to take such action would be inconsistent with its fiduciary duties under applicable Laws;



(iv)

in the case of (b) above, prior to providing any information or data to such person or governmental or regulatory authority in connection with such Acquisition Proposal, the board of directors of Alcan receives from such person an executed confidentiality agreement that contains provisions that are not less favourable to Alcan than those contained in the confidentiality agreement entered into between Rio Tinto and Alcan, except that such agreement need not contain any standstill restriction; and provided further that Alcan sends a copy of any such confidentiality agreement to Rio Tinto or the Offeror promptly upon its execution and that Rio Tinto or the Offeror are provided promptly with a list of, or in the case of information that was not previously made available to Rio Tinto or the Offeror, copies of, any material information provided to such person; and



(v)

in the case of (ii) above, prior to providing any information or data to any such person or entering into discussions or negotiations with any such person who has made an Acquisition Proposal, Alcan has

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complied with its notification obligations with respect to Acquisition Proposals set out in the Support Agreement.

        Alcan has agreed not to accept, approve or recommend, nor enter into any agreement relating to, an Acquisition Proposal (other than a confidentiality agreement contemplated by the previous paragraph) unless:

•

the Acquisition Proposal constitutes a Superior Proposal;



•

Alcan has complied in all material respects with its notification obligations with respect to competing Acquisition Proposals and provided Rio Tinto an opportunity to match in accordance with the Support Agreement;



•

Alcan has provided Rio Tinto and the Offeror with notice in writing that there is a Superior Proposal together with a copy thereof and all documentation related to and detailing the Superior Proposal at least five business days prior to the date on which the board of directors of Alcan proposes to accept, approve, recommend or to enter into any agreement relating to such Superior Proposal;



•

Alcan causes its financial and legal advisers to negotiate in good faith with Rio Tinto and the Offeror during such five business day period to allow Rio Tinto and the Offeror to make such improvements in the terms and conditions of the Offer so that such Acquisition Proposal ceases to constitute a Superior Proposal;



•

five business days shall have elapsed from the later of the date (the "Notice Date") Rio Tinto or the Offeror received notice of Alcan's proposed determination to accept, approve, recommend or to enter into any agreement relating to such Superior Proposal, and the date Rio Tinto or the Offeror received a copy of the written proposal in respect of the Acquisition Proposal and, if Rio Tinto or the Offeror has proposed to amend the terms of the Offer, the board of directors of Alcan (after consultation with its financial and legal advisors) shall have determined in good faith that the Acquisition Proposal is a Superior Proposal compared to the proposed amendment to the terms of the Offer by Rio Tinto or the Offeror; and



•

Alcan concurrently terminates the Support Agreement and pays to Rio Tinto the Rio Tinto Termination Payment.

        The Support Agreement defines a "Superior Proposal" as a bona fide Acquisition Proposal, that did not result from the wilful and intentional breach of the non-solicitation provisions of the Support Agreement by Alcan or any director or officer of Alcan or any representative acting at the direction of or on behalf of Alcan or any director or officer of Alcan, made by a third party to Alcan in writing after July 12, 2007, that offers the same amount of consideration on a per share basis to all Alcan Shareholders (subject to any pro rationing per the terms of such offer), that the board of directors of Alcan determines in good faith, after consultation with its financial and legal advisors, is more favourable to Shareholders from a financial point of view than the Offer, taking into account the form and amount of consideration, the likelihood and timing of completion and the other terms thereof (after due consideration of the legal, financial, regulatory and other aspects of such Acquisition Proposal and other factors deemed relevant by the board of directors of Alcan); provided that for purposes of this definition, "Acquisition Proposal" shall have the meaning set forth above, except that the references in the definition thereof to "20% or more of the outstanding shares of any class of equity securities of Alcan" shall be deemed to be references to "a majority of all outstanding Shares" and references to "20% or more of the consolidated assets of Alcan" shall be deemed to be references to "all or substantially all of the consolidated assets of Alcan".

Opportunity to Match

        Under the Support Agreement, Alcan has agreed that, during the five business day period following the Notice Date or such longer period as Alcan may approve for such purpose, Rio Tinto or the Offeror shall have the opportunity, but not the obligation, to propose to amend the terms of the Offer. The board of directors of Alcan will review any proposal by Rio Tinto or the Offeror to amend the terms of the Offer in order to determine, in good faith in the exercise of its fiduciary duties, whether the proposal of Rio Tinto or the Offeror

41

to amend the Offer would result in the Acquisition Proposal not being a Superior Proposal compared to the proposed amendment to the terms of the Offer.

Reaffirmation of Recommendation by the Board of Directors of Alcan

        The board of directors of Alcan has agreed to promptly reaffirm its recommendation of the Offer by press release after: (i) any Acquisition Proposal (which is determined not to be a Superior Proposal) is publicly announced or made; or (ii) the board of directors of Alcan determines that a proposed amendment to the terms of the Offer would result in the Acquisition Proposal not being a Superior Proposal, and the Offeror has so amended the terms of the Offer.

Subsequent Acquisition Transaction

        If, within 120 days after the date of the Offer, the Offer has been accepted by holders of not less than 90% of the outstanding Common Shares as at the expiration of the Offer, including any extension, excluding Common Shares held by or on behalf of the Offeror or an "associate" or "affiliate" (as those terms are defined in the CBCA) of the Offeror at the date of the Offer, the Offeror has agreed, to the extent possible, to acquire (a "Compulsory Acquisition") the remaining Alcan Common Shares from those Alcan shareholders who have not accepted the Offer pursuant to section 206 of the CBCA. If that statutory right of acquisition is not available or the Offeror chooses not to avail itself of such statutory right of acquisition, the Offeror has agreed to use its commercially reasonable efforts to pursue other means of acquiring the remaining Alcan Common Shares not tendered to the Offer, provided that the consideration per Common Share offered in connection with such other means of acquiring such Alcan Common Shares shall be at least equivalent in value to the Offer Consideration.

        If the Offeror takes up and pays for Alcan Common Shares under the Offer representing at least a simple majority of the outstanding Alcan Common Shares, the Offeror will use reasonable efforts, with Alcan's assistance, in order to acquire sufficient Alcan Common Shares to successfully complete an amalgamation, statutory arrangement, amendment to articles, consolidation, capital reorganization or other transaction and, for greater certainty, when the Offeror has acquired sufficient Alcan Common Shares to do so, it shall complete a Subsequent Acquisition Transaction to acquire the remaining Common Shares, provided that the consideration per Alcan Common Share offered in connection with the Subsequent Acquisition Transaction shall be not less than the Offer Consideration.

Pre-Acquisition Reorganization

        Alcan and the Offeror have agreed to co-operate to identify opportunities to maximize tax efficiencies which may be available in connection with the transactions contemplated under the Offer. If the Offeror and Alcan identify such opportunities by September 30, 2007, they will determine the manner in which they may most effectively be undertaken, including by way of reorganizations of Alcan's business, operations and assets and Alcan will use all commercially reasonable efforts to implement such reorganizations with effect prior to Take-Up. Alcan shall have no obligation to plan for or implement such reorganization unless certain conditions have been met, including that Alcan, its Subsidiaries and their respective officers, directors, employees, agents, advisors and representatives shall have received an indemnity from the Offeror from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgements and penalties suffered or incurred by any of them in connection with or as a result of any such reorganization.

Termination of the Support Agreement

        The Support Agreement may be terminated at any time prior to the time that persons designated by Rio Tinto represent a majority of the board of directors of Alcan:

•

by mutual written consent of the Offeror, Rio Tinto and Alcan;



•

by Rio Tinto if: (i) the minimum number of Alcan Common Shares required to be deposited shall not be satisfied at the expiration of the Offer, including any extension; or (ii) any other condition of the Offer shall not be satisfied or waived at the expiration of the Offer, including any extension and the Offeror shall not elect to waive such condition;

42

•

by Rio Tinto or Alcan, if the Offeror does not take up and pay for the Alcan Common Shares deposited under the Offer by a date that is six months following the date of mailing of the Offer, provided that the right to terminate the Support Agreement shall not be available to the party seeking to terminate if any action of such party or its affiliates, or any failure of such party or its affiliates to perform any of its obligations thereunder required to be performed by it, shall have resulted in a condition of the Offer not having been satisfied prior to that date; provided, however, that if the Offeror's take up and payment for Alcan Common Shares deposited under the Offer is delayed by an injunction or order made by a Governmental Entity of competent jurisdiction, or the Offeror not having obtained any waiver, consent or approval of any Governmental Entity which is necessary to permit the Offeror to take up and pay for Alcan Common Shares deposited under the Offer, then, provided that such injunction or order is being contested or appealed or such waiver, consent or approval is being actively sought, as applicable, the Support Agreement shall not be terminated by Alcan until the tenth Business Day following the date on which such injunction or order ceases to be in effect or such waiver, consent or approval is obtained or six months from the date of mailing of the Offer, whichever occurs first;



•

by Rio Tinto or Alcan, if any court of competent jurisdiction or other governmental authority shall have issued an order, decree or ruling permanently restraining or enjoining or otherwise prohibiting any of the transactions contemplated therein (unless such order, decree or ruling has been withdrawn, reversed or otherwise made inapplicable), which order, decree or ruling is final and non-appealable;



•

by Rio Tinto, if: (i) Alcan is in material default under any covenant or obligation under the Support Agreement; or (ii) any representation or warranty made by Alcan under the Support Agreement shall have been on July 12, 2007 untrue or incorrect or, shall have become untrue or incorrect in any material respect at any time prior to the expiration of the Offer, including any extension, except for such inaccuracies in the representations and warranties which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect in respect of Alcan and would not materially and adversely affect the ability of the Offeror to proceed with the Offer or any Compulsory Acquisition or Subsequent Acquisition Transaction or, if the Offer or any Compulsory Acquisition or Subsequent Acquisition Transaction were consummated, reasonably be expected to have a Material Adverse Effect on Rio Tinto, provided that such default or inaccuracy in (i) or (ii) is not curable or, if curable, is not cured by the earlier of the date which is 15 days from the date of written notice of such breach and the expiration of the Offer, including any extension;



•

by Rio Tinto or Alcan if Rio Tinto's shareholders and Rio Tinto Limited's shareholders shall not have approved the acquisition of the Alcan Common Shares pursuant to the Offer at the Rio Tinto Shareholder Meeting;



•

by Alcan if the Rio Tinto Shareholder Meeting shall not have occurred by the date that is nine weeks after the delivery by Alcan of information relating to Alcan required for the purposes of preparing Rio Tinto's circular to be mailed to its shareholders in connection with the Rio Tinto Shareholder Meeting;



•

by Alcan, if any representation or warranty of Rio Tinto or the Offeror under the Support Agreement is untrue or incorrect in any material respect at any time prior to the expiration of the Offer, including any extension and such inaccuracy is reasonably likely to prevent, restrict or materially delay consummation of the Offer and is not curable or, if curable, is not cured by the earlier of the date which is 15 days from the date of written notice of such breach and the expiration of the Offer, including any extension;



•

by Alcan, if Rio Tinto or the Offeror is in material default of any covenant or obligation under the Support Agreement and such default is not curable or, if curable, is not cured by the earlier of the date which is 15 days from the date of written notice of such breach and the expiration of the Offer, including any extension;



•

by Rio Tinto, if the board of directors of Alcan (i) fails to publicly reaffirm its approval of the Offer as required under the Support Agreement; (ii) withdraws, modifies, changes or qualifies its approval or recommendation of the Support Agreement or the Offer in any manner adverse to Rio Tinto or Offeror; or (iii) recommends or approves or publicly proposes to recommend or approve an Acquisition Proposal;

43

•

by Alcan, if the board of directors of Rio Tinto or Rio Tinto Limited shall have effected a Change in Rio Tinto Recommendation or if, following July 12, 2007 and prior to the termination of the Support Agreement, a transaction is announced which, if consummated, would result in a change of control of Rio Tinto and the shareholders of Rio Tinto and Rio Tinto Limited do not approve the acquisition of the Alcan Common Shares pursuant to the Offer at the Rio Tinto Shareholder Meeting; and



•

by Alcan, if Alcan proposes to enter into a definitive agreement with respect to a Superior Proposal, provided that Alcan has previously, or concurrently will have paid to, Rio Tinto the Rio Tinto Termination Payment and further provided that Alcan has not breached in a material respect any of its covenants, agreements or obligations in the Support Agreement.

Termination Payments

        Rio Tinto is entitled to a cash termination payment in an amount equal to $1,049 million (less the amount of any non-resident withholding tax) if the Support Agreement is terminated upon the occurrence of the following events provided that, in each case, neither Rio Tinto nor Offeror is in default in the performance of its obligations under the Support Agreement to a degree that is of material significance to Alcan:

•

the board of directors of Alcan (i) fails to publicly reaffirm its approval of the Offer as required under the Support Agreement; (ii) withdraws, modifies, changes or qualifies its approval or recommendation of the Support Agreement or the Offer in any manner adverse to Rio Tinto or Offeror; or (iii) recommends or approves or publicly proposes to recommend or approve an Acquisition Proposal;



•

Alcan proposes to enter into a definitive agreement with respect to a Superior Proposal; or



•

(i) the minimum number of Alcan Common Shares required to be deposited shall not be satisfied at the expiration of the Offer, including any extension of the Offer or (ii) the Offeror does not take up and pay for the Alcan Common Shares deposited under the Offer by a date that is six months following the date of mailing of the Offer, in each case if, following July 12, 2007 and prior to the termination of the Support Agreement, a competing Acquisition Proposal is made and within 12 months following the termination of the Support Agreement, an Acquisition Proposal is consummated.

        Alcan is entitled to a cash termination payment in an amount equal to equal to the lesser of $1,049 million and one percent of the combined market capitalization of Rio Tinto and Rio Tinto Limited (excluding such part of the market capitalization of Rio Tinto Limited as relates to any shares in Rio Tinto Limited which are held by subsidiaries of Rio Tinto) at the date such payment becomes due and payable (less the amount of any non-resident withholding tax) if the Support Agreement is terminated upon the occurrence of the following events provided that, in each case, Alcan is not in default in the performance of its obligations under the Support Agreement to a degree that is of material significance to Rio Tinto or the Offeror:

•

the board of directors of Rio Tinto or Rio Tinto Limited shall have effected a Change in Rio Tinto Recommendation;



•

Rio Tinto's shareholders and Rio Tinto Limited's shareholders shall not have approved the acquisition of the Alcan Common Shares pursuant to the Offer at the Rio Tinto Shareholder Meeting after a transaction is announced which, if consummated, would result in a change of control of Rio Tinto; or



•

the Rio Tinto Shareholder Meeting shall not have occurred by the date that is nine weeks after the delivery by Alcan of information relating to Alcan required for the purposes of preparing Rio Tinto's circular to be mailed to its shareholders in connection with the Rio Tinto Shareholder Meeting, after a transaction is announced which, if consummated, would result in a change of control of Rio Tinto.

Expense Reimbursement

        Unless Rio Tinto has been paid an Alcan Termination Payment, Rio Tinto will be entitled to an expense reimbursement payment of $200 million if the minimum number of Alcan Common Shares required to be deposited shall not be satisfied at the expiration of the Offer, including any extension of the Offer.

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        Unless Alcan has been paid a Rio Tinto Termination Payment, Alcan will be entitled to an expense reimbursement payment of $200 million if Rio Tinto's shareholders and Rio Tinto Limited's shareholders shall not have approved the acquisition of the Alcan Common Shares pursuant to the Offer at the Rio Tinto Shareholder Meeting or the Rio Tinto Shareholder Meeting shall not have occurred by the date that is nine weeks after the delivery by Alcan of information relating to Alcan required for the purposes of preparing Rio Tinto's circular to be mailed to its shareholders in connection with the Rio Tinto Shareholder Meeting.

Representations and Warranties

        The Support Agreement contains a number of customary representations and warranties of the Offeror, Rio Tinto and Alcan relating to, among other things, corporate status and the corporate authorization and enforceability of, and board approval of, the Support Agreement and the Offer. Alcan has represented and warranted to Rio Tinto and Offeror that the board of directors of Alcan has analysed the information, undertakings and commitments provided by Rio Tinto (including the grounds on which the requirements of Paragraph 3 of the Continuity Agreement may be considered to be met), has reviewed the recommendation of its ad hoc Canada Committee and of its ad hoc Québec Committee, and has unanimously determined that Rio Tinto has demonstrated to the satisfaction of the board of directors of Alcan that, following or as a result of the transactions contemplated under the Offer, there is no reasonable basis to believe that (i) the positive commitment of Alcan to the economic health and economic and social prospects of Québec would be diminished or put at risk in any material respect or (ii) there will be a direct or indirect net negative impact to the health and prospects of the economy or society of Québec and that, in relation to the Offer, the requirements of Paragraph 3 of the Continuity Agreement have been fully met.

        The representations and warranties of Alcan also address various matters relating to the business, operations and properties of Alcan and its subsidiaries, including: capitalization; fair presentation of financial statements; absence of any Material Adverse Effect and certain other changes or events since the date of the last audited financial statements; accuracy of reports required to be filed with applicable securities regulatory authorities and internal control over financial reporting. In addition, the Offeror and Rio Tinto have represented that they have made adequate arrangements to ensure that the required funds are available to effect payment in full of the consideration for all of the Alcan Common Shares to be acquired pursuant to the Offer.

Conduct of Business

        Except for certain permitted actions specified in the Support Agreement or set out in the disclosure letter related to it, Alcan has agreed that, prior to the earlier of (i) the Effective Time and (ii) the termination of the Support Agreement, Alcan will carry on its business (which includes the business of the Alcan Subsidiaries) in the ordinary course in a manner consistent in all material respects with prior practice and will use commercially reasonable efforts to preserve intact its present business organization, to keep available the services of its officers and employees as a group and to preserve its existing relations and goodwill with suppliers, distributors, employees and others having business relationships with them. Among other restrictions but subject to certain exceptions, Alcan has agreed not to acquire or sell any business or capital assets in the upstream business having a value in excess of $50,000,000 in the aggregate per quarter or in the downstream business, having a value in excess of $100,000,000 in the aggregate.

        Rio Tinto has covenanted and agreed that prior to the earlier of the Effective Time and the termination of the Support Agreement, except with the prior written consent of Alcan or as otherwise expressly contemplated or permitted by the Support Agreement, Rio Tinto and its Subsidiaries (including the Offeror) shall carry on business in the Ordinary Course and not enter into any transaction that would reasonably be expected to materially interfere with or be materially inconsistent with the successful completion of the acquisition of Alcan Common Shares by the Offeror pursuant to the Offer or the successful completion of a subsequent acquisition transaction, including any transaction that would be a Class 1 Transaction for Rio Tinto or which would render, or which might reasonably be expected to render, untrue or inaccurate in any material respect any of Rio Tinto, Rio Tinto Limited or the Offeror's representations and warranties set forth in the Support Agreement and shall not announce an intention, enter into any formal or informal agreement, or otherwise make a commitment to do any of the things prohibited by the foregoing.

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        Rio Tinto and Alcan have formed a "Conduct of Business Committee" comprised of two representatives of each of Alcan and Rio Tinto for the purpose of addressing any request for prior consent of Rio Tinto required under terms restricting Alcan's conduct of business set out in the Support Agreement.

Rio Tinto Shareholders Approval

        Rio Tinto has agreed to, as promptly as reasonably practicable after the execution of the Support Agreement, but no later than the date that is eight weeks following the date of receipt of information from Alcan required, if any, for the preparation of the document for lodging with the UK Listing Authority, convene and hold the Rio Tinto Shareholder Meeting. Rio Tinto has undertaken that the Rio Tinto Circular to be sent to shareholders of Rio Tinto and Rio Tinto Limited will incorporate a unanimous and unqualified recommendation from the board of directors of Rio Tinto or Rio Tinto Limited respectively to vote in favour of the resolutions to be proposed at the Rio Tinto Shareholder Meeting.

        Rio Tinto agreed to procure that the boards of directors of Rio Tinto and Rio Tinto Limited will not withdraw, modify or qualify (or publicly propose to or publicly state that they intend to withdraw, modify or qualify) in any manner adverse to Alcan the recommendations referred to above and will, after the announcement of any transaction which, if consummated, would result in a change of control of Rio Tinto, promptly re-affirm its recommendation, except if, in the good faith judgment of the board of directors of Rio Tinto, after consultation with its legal advisors, failure to take such action would be inconsistent with the board of directors' fiduciary duties under applicable Law.

        Rio Tinto also agreed to procure that the boards of directors of each of Rio Tinto and Rio Tinto Limited will take all reasonable action to solicit their shareholders' approval of the acquisition of the Alcan Common Shares by the Offeror pursuant to the Offer provided that no Change in Rio Tinto Recommendation has been made.

Other Covenants

        Subject to the terms and conditions of the Support Agreement, each of Alcan, Rio Tinto and the Offeror has agreed to a number of mutual covenants, including to co-operate in good faith and use all reasonable efforts to take all action and do all things necessary, proper or advisable: (a) to consummate and make effective as promptly as is practicable the Offer; (b) for the discharge of its respective obligations under the Offer and the Support Agreement, including its obligations under applicable securities laws; and (c) to obtain all necessary waivers, consents, rulings, orders and approvals and to effect all necessary registrations and filings, including filings under applicable laws and submissions of information requested by governmental entities in connection with the Offer, including in each case the execution and delivery of documents reasonably required by the other party. In addition, upon reasonable notice and subject to the Confidentiality Agreement, Alcan has agreed to provide Rio Tinto and the Offeror and their representatives with reasonable access during normal business hours to all books, records, information and other materials in its possession and access to the personnel of Alcan and the Alcan Subsidiaries on an as reasonably requested basis as well as reasonable access to the properties of Alcan and the Alcan Subsidiaries in order to allow Rio Tinto and the Offeror, for strategic planning and integration, for the structuring of any reorganization, for purposes of applying for the Competition Clearances, Other Clearances and the Foreign Investment Review Clearances, for the preparation of the Rio Tinto Circular and for any other reasons reasonably relating to the contemplated combination of Rio Tinto and Alcan.

Alcan Officers and Directors

        Rio Tinto agreed that for the period from the Effective Time until seven years after the Effective Time, Rio Tinto will cause Alcan or any successor to Alcan to maintain Alcan's current directors' and officers' insurance policies or policies reasonably equivalent subject in either case to terms and conditions no less advantageous to the directors and officers of Alcan than those contained in the policy in effect on July 12, 2007, for all present and former directors and officers of Alcan and the Alcan Subsidiaries, covering claims made prior to or within seven years after the Effective Time. Alternatively, at the discretion of Rio Tinto, Rio Tinto may cause Alcan to purchase as an extension to Alcan's current insurance policies, pre-paid, non-cancellable run-off directors' and

46

officers' liability insurance providing such coverage for such persons on terms no less advantageous to those contained in Alcan's current insurance policies.

        From and after the Effective Time, Rio Tinto shall cause Alcan to indemnify the current and former directors and officers of Alcan and the Alcan Subsidiaries to the fullest extent to which Alcan is permitted to indemnify such officers and directors under applicable law.

Outstanding Alcan Options

        Alcan has agreed in the Support Agreement, subject to the receipt of all required regulatory approvals, to take steps to permit holders of Options issued under the Alcan Stock Option Plans, whether currently exercisable or not, to exercise all such Options for the underlying Alcan Common Shares (and solely for the purpose of tendering such Alcan Common Shares under the Offer) on a cashless basis, which exercise shall be conditional upon the Offeror taking up the Alcan Common Shares deposited under the Offer.

        If a holder of Options does not exercise such Options or, in the case of the Pechiney Options, such Pechiney Options are not according to their terms otherwise exercisable, such Options will be redeemed and cancelled upon, and effective immediately before, the Offeror taking up the Alcan Common Shares deposited under the Offer and the holder of such options will receive (i) where the Offer Consideration (or, in the case of Pechiney Option, such amount multiplied by the number of Alcan Common Shares to be issued on an exchange of each share issued under the Pechiney Option as determined under the terms of the Liquidity Agreement entered into by holders of Pechiney Options) exceeds the exercise price per Common Share under the Option or the exercise price per share of Pechiney under the Pechiney Option, a cash payment equal to the amount of such excess (less any applicable Taxes), and (ii) otherwise, no consideration.

PURPOSE OF THE OFFER

Purpose; Subsequent Acquisition Transaction

        The Offeror is making the Offer in order to a acquire all of the outstanding Alcan Common Shares. If, within 120 days after the date of the Offer, the Offer has been accepted by holders of not less than 90% of the Alcan Common Shares as at the Expiry Time, excluding Alcan Common Shares held by or on behalf of the Offeror or an "associate" or "affiliate" (as those terms are defined in the CBCA) of the Offeror at the date of the Offer, the Offeror shall, to the extent possible, acquire (a "Compulsory Acquisition") the remainder of the Alcan Common Shares from those Alcan Shareholders who have not accepted the Offer pursuant to section 206 of the CBCA. If that statutory right of acquisition is not available or the Offeror chooses not to avail itself of such statutory right of acquisition, the Offeror will use its commercially reasonable efforts to pursue other means of acquiring the remaining Alcan Common Shares not tendered to the Offer, provided that the consideration per Alcan Common Share offered in connection with such other means of acquiring such Alcan Common Shares shall be at least equivalent in value to the consideration per Alcan Common Share offered under the Offer.

        If the Offeror takes up and pays for Alcan Common Shares under the Offer representing at least a simple majority of the outstanding Alcan Common Shares (calculated on a fully-diluted basis as at the Expiry Time) the Offeror will use reasonable efforts, and Alcan will assist the Offeror, in order to acquire sufficient Alcan Common Shares to successfully complete an amalgamation, statutory arrangement, amendment to articles, consolidation, capital reorganization or other transaction involving Alcan, Rio Tinto, the Offeror or one or more Rio Tinto Subsidiaries or Subsidiaries of the Offeror (a "Subsequent Acquisition Transaction") and, for greater certainty, when the Offeror has acquired sufficient Common Shares to do so, it shall complete a Subsequent Acquisition Transaction to acquire the remaining Alcan Common Shares, provided that the consideration per Alcan Common Share offered in connection with the Subsequent Acquisition Transaction shall be not less than the consideration per Alcan Common Share offered under the Offer.

Reasons for Accepting the Offer

        You should consider the following factors in deciding whether to accept the Offer:

•

The Offer Consideration represents a premium of 65.5% over the closing share price of Alcan Common Shares on the NYSE on May 4, 2007 (the last trading day prior to the announcement of the offer by

47

Alcoa Inc. to purchase all of the outstanding Alcan Common Shares, which offer was withdrawn on July 12, 2007), the then all-time high closing share price of Alcan Common Shares on the NYSE and a 12.7% premium over the closing price of Alcan Common Shares on the NYSE on July 11, 2007 (the last trading day prior to the announcement of the Offer). The Offer also represents a premium of 32.8% over the implied value of Alcoa's offer of U.S.$76.03, based on Alcoa's closing share price on July 11, 2007 prior to Alcoa's withdrawal of its offer on July 12, 2007.

•

The Offer Consideration is payable entirely in cash.



•

The board of directors of Alcan has unanimously determined that the Offer is fair, from a financial point of view, to Alcan shareholders and has unanimously recommended that Alcan shareholders accept the Offer and deposit their Alcan Common Shares under the Offer.



•

The Offeror believes that no material regulatory, competition or anti-trust issues are likely to arise in relation to the Offer and that it will receive the required regulatory clearances. Moreover, Rio Tinto has committed in the Support Agreement to effect the sale or disposition of such assets or businesses as may be required to be divested or take other required action in order to obtain competition clearances. The Offeror also believes that its acquisition of Alcan Common Shares pursuant to the Offer will receive any required approval under the Investment Canada Act. The Offeror does not expect to receive all such clearances prior to September 24, 2007. Accordingly, the Offeror currently intends to extend the Offer beyond September 24, 2007 while regulatory approvals are pending. However, the Offeror expects all clearances to be received and closing of the Offer to take place in the fourth quarter of 2007.



•

The board of directors of Alcan has determined under the Continuity Agreement that that there is reasonable basis to believe that Alcan's commitments to the health and prospects of the economy and society of Quebec will not be diminished or put at risk in any material respect by the Offer.

Other Plans

        Following the completion of the Offer, Rio Tinto intends to focus on the integration of its aluminum business operations with those of Alcan in order to maximize synergies and optimize operational effectiveness. Rio Tinto intends to retain its focus on mining and metals activities by the divestment of Alcan's Packaging division, as jointly agreed with Alcan. The Engineered Products division of Alcan will be retained with a focus on managing the portfolio for optimum value.

        Rio Tinto has given certain undertakings and confirmations to the board of directors of Alcan and the Government of Quebec, including that the combined Rio Tinto Alcan Aluminum product group will maintain its head office and principal place of business in Quebec. Those undertakings and confirmations are described in greater detail in the document entitled "Undertakings and Confirmations made by Rio Tinto and Rio Tinto Canada Holding Inc." dated July 11, 2007 and incorporated herein by reference to Exhibit (d)(2) to the Schedule TO filed with the SEC by Rio Tinto and the Offeror on July 24, 2007, available without charge at www.sec.gov under Alcan's or Rio Tinto's profile.

        Rio Tinto is committed to creating the Rio Tinto Alcan foundation in Canada, which will have an endowment of Cdn.$200 million built up over a five year period. It will replace Alcan's existing practice of donating 1% of pre-tax profits to community, educational, cultural and charitable commitments.

        Other than any subsequent acquisition transaction or as described herein, the Offeror currently does not have any plans or proposals that would result in any extraordinary corporate transaction, such as a merger, reorganization or liquidation, any purchase, sale or transfer of a material amount of assets involving Alcan or any of its subsidiaries, any material change in the present dividend rate or policy, or indebtedness or capitalization of Alcan, any change in the board of directors or management of Alcan, or any material change in Alcan's corporate structure or business. However, if permitted by applicable law, the Offeror intends to cause Alcan to cease to be a reporting issuer under Canadian securities legislation and to apply to delist the Alcan Common Shares from the TSX, NYSE, SWX, LSE, Euronext Paris and Euronext Brussels (with respect to the IDRS) and to cause the Alcan Common Shares to be deregistered under the Exchange Act as soon as practicable after the completion of the Offer.

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Treatment of Other Alcan Securities

        The Offer is made only for Alcan Common Shares. The Offer is not made for any Options or any other rights (other than Alcan Rights) to acquire Alcan Common Shares. Subject to receipt of all required regulatory approvals, Alcan has agreed in the Support Agreement to take steps to permit holders of Options issued under the Alcan Stock Option Plans, whether currently exercisable or not, to exercise all such Options on a cashless basis for the underlying Alcan Common Shares (and solely for the purpose of tendering such Alcan Common Shares under the Offer), which exercise shall be conditional upon the Offeror taking up the Alcan Common Shares deposited under the Offer.

        If a holder of Options does not exercise such Options or, in the case of the Pechiney Options, such Pechiney Options are not according to their terms otherwise exercisable, such Options will be redeemed and cancelled, conditional upon, and effective immediately before, the Offeror taking up the Alcan Common Shares under the Offer and the holder of such Options will receive for each Option held (i) where the Offer Consideration (or, in the case of Pechiney Options, such Offer Consideration multiplied by the number of Alcan Common Shares to be issued on the exchange of each share issued under the Pechiney Option as determined under the terms of the Liquidity Agreement entered into by holders of Pechiney Options) exceeds the exercise price per Common Share under the Option or the exercise price per share of Pechiney under the Pechiney Option, a cash payment equal to the amount of such excess (less any applicable Taxes), and (ii) otherwise, no consideration.

        Under the Support Agreement, Alcan has undertaken to take, as soon as reasonably practical, all action necessary to redeem and cancel in accordance with their terms all of the Alcan Preferred Shares outstanding, provided that such redemption and cancellation shall have been completed no later than the day immediately preceding the expiration of the Offer, including any extension. Tax consequences to holders of Alcan preference shares of such redemption are not described in the Offer or this Circular. Holders of Alcan preference shares should consult their own tax advisors as to the tax consequences applicable to them in their particular circumstances.

SOURCE AND AMOUNT OF FUNDS

        The total amount of funds required by the Offeror to consummate the Offer and any subsequent acquisition transaction (including to pay for Alcan Common Shares issued as a result of exercised Options) is estimated to be approximately $38.1 billion excluding expenses.

        Rio Tinto, the Offeror and Rio Tinto Finance plc, a subsidiary of Rio Tinto, have entered into a facility agreement dated July 12, 2007 (the "Facility Agreement") with Credit Suisse, Deutsche Bank AG, London Branch, The Royal Bank of Scotland plc and Société Générale. The Facility Agreement comprises three term facilities and one revolving facility (including a swingline facility) up to a total amount of U.S.$40 billion. The funds made available under the Facility Agreement will be used, among other things, to finance or refinance, directly or indirectly the Offer Consideration or other amounts payable in respect of the Offer.

        Advances under the term and revolving facilities will bear interest at rates per annum equal to the margin (which is dependent on the long term credit rating of Rio Tinto as determined by Moody's and Standard & Poors) plus LIBOR plus any mandatory cost.

        The Facility Agreement contains covenants to be made by and restrictions on Rio Tinto and the Offeror, including that they be required to observe certain customary covenants including but not limited to (i) maintenance of authorisations; (ii) compliance with laws; (iii) change of business negative pledge (subject to certain carve outs); (iv) environmental laws and licences; and (v) subsidiaries incurring financial indebtedness.

        The term facilities are to be repaid on the termination of their respective 364-day (subject to exercise of the extension option), 3-year, 5-year and 1-Business Day terms. No amounts repaid by the borrowers under certain facilities may be re-borrowed. Facility C will cease to be available one month prior to its termination date falling 5 years after the date of the Facility Agreement. All loans made under Facility C are to be repaid on its termination date.

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        Rio Tinto has neither sought nor made alternative financing arrangements should the facilities under the Facility Agreement not be available to Rio Tinto and does not believe that any such alternative arrangements are necessary to be able to pay the Offer Consideration.

FEES AND EXPENSES

        The Offeror has engaged the services of CIBC World Markets Inc. in Canada, and Deutsche Bank Securities Inc. in the United States to act as the Dealer Managers in connection with the Offer. The Dealer Managers will not be paid any fees for their services as such, but the Offeror will reimburse the Dealer Managers for out-of-pocket expenses, including reasonable expenses of legal counsel and other advisors. The Offeror has agreed to indemnify the Dealer Managers and their respective affiliates against various liabilities and expenses in connection with their respective services in connection with the transactions contemplated by the Offer and the subsequent acquisition transaction, including various liabilities and expenses under securities laws. The Dealer Managers and their affiliates in the ordinary course of their respective businesses purchase and/or sell debt and equity securities of Rio Tinto and Alcan, including Rio Tinto Common Shares and Alcan Common Shares, for their own accounts and for the accounts of their customers. As a result, the Dealer Managers at any time may own certain of the debt and equity securities of Rio Tinto and Alcan, including the Rio Tinto Common Shares and the Alcan Common Shares. In addition, the Dealer Managers may tender Alcan Common Shares into the Offer for their own accounts. Each of the Dealer Managers or their respective affiliates has in the past performed various investment banking services for Rio Tinto and/or Alcan for which they have received customary compensation.

        In Canada, CIBC World Markets Inc. may be requested by the Offeror to form and manage a Soliciting Dealer Group comprised of members of the Investment Dealers Association of Canada to solicit acceptances of the Offer. Each member of any such Soliciting Dealer Group, is referred to herein as a "Soliciting Dealer". If CIBC World Markets Inc. is so requested by the Offeror to form a Soliciting Dealer Group, the Offeror and CIBC World Markets Inc. would determine at such time the fees, if any, that the Soliciting Dealer Group would be entitled to in respect of any Alcan Common Shares that are taken up and paid for under the Offer.

        You will not be required to pay any fee or commission if you accept the Offer by depositing your Alcan Common Shares directly with the Depositary or if you make use of the services of a Soliciting Dealer (if the Offeror decides to form a Soliciting Dealer Group) in Canada, or a Dealer Manager to accept the Offer. However, a broker or nominee through whom you own Alcan Common Shares may charge a fee to deposit Alcan Common Shares on your behalf. You should contact your broker or dealer to determine whether any charges will apply. You should also contact the Dealer Managers, the Depositary or a broker or dealer for assistance in accepting the Offer and in depositing your Alcan Common Shares with the Depositary.

        The Offeror has retained Georgeson as Information Agent in connection with the Offer. The Information Agent may contact holders of Alcan Common Shares by mail, telephone, fax, messenger service, news wire, advertisement and electronic news distribution and may request brokers, dealers, banks, trust companies and other nominee shareholders to forward material relating to the Offer to beneficial owners of Alcan Common Shares. The Offeror will pay the Information Agent reasonable and customary compensation for these services in addition to reimbursing the Information Agent for its reasonable out-of-pocket expenses. Rio Tinto has agreed to indemnify the Information Agent against various liabilities and expenses in connection with the Offer, including various liabilities under the U.S. federal securities laws.

        In addition, the Offeror has retained Computershare Investor Services Inc. as the Depositary. The Offeror will pay the Depositary reasonable and customary compensation for its services in connection with the Offer, will reimburse the Depositary for its reasonable out-of-pocket expenses and will indemnify the Depositary against various liabilities and expenses, including various liabilities under the U.S. federal securities laws.

        Other than as set forth above, the Offeror will not pay any fees or commissions to any broker, dealer or other person for soliciting deposits of Alcan Common Shares pursuant to the Offer. The Offeror will reimburse brokers, dealers, commercial banks and trust companies and other nominees, upon request, for customary clerical and mailing expenses incurred by them in forwarding Offer materials to their customers.

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EFFECT OF THE OFFER ON THE MARKET FOR ALCAN COMMON SHARES;
STOCK EXCHANGE LISTING AND PUBLIC DISCLOSURE

        The purchase of any Alcan Common Shares by the Offeror pursuant to the Offer will reduce the number of Alcan Common Shares that might otherwise trade publicly, as well as reduce the number of Alcan shareholders. Depending on the number of Alcan Common Shares purchased pursuant to the Offer, following the completion of the Offer and prior to any subsequent acquisition transaction, it is possible that the Alcan Common Shares would fail to meet the criteria for continued listing on the TSX, NYSE, SWX, LSE and Euronext Paris. If this were to happen, the Alcan Common Shares could be delisted on one or more of these exchanges and this could, in turn, adversely affect the liquidity and market or result in a lack of an established market for the Alcan Common Shares. The extent of the public market for the Alcan Common Shares and the availability of price or other quotations would depend upon the number of Alcan shareholders, the number of Alcan Common Shares publicly held and the aggregate market value of the Alcan Common Shares remaining at such time, the interest in maintaining a market in Alcan Common Shares on the part of securities firms, whether Alcan remains subject to public reporting requirements in Canada and the United States and other factors.

        If permitted by applicable law, Rio Tinto intends to cause Alcan to apply to delist the Alcan Common Shares from the TSX, NYSE, SWX, LSE, and Euronext Paris as soon as practicable after the completion of the Offer. See the sections entitled "Circular — Purpose of the Offer" and "Acquisition of Shares Not Deposited".

        After the purchase of the Alcan Common Shares under the Offer, Alcan may cease to be subject to the public reporting and proxy solicitation requirements of the CBCA and the securities laws of certain provinces and territories of Canada or may request to cease to be a reporting issuer under the securities laws in all provinces and territories of Canada (where such concept exists). If the number of Alcan shareholders is reduced to less than 300, the Alcan Common Shares may become eligible for termination of registration under U.S. securities laws. In such event, to the extent permitted by applicable law, the Offeror intends cause Alcan to terminate the registration of the Alcan Common Shares and to cease to be a reporting company in the United States (meaning, for example, it would no longer be required to file its Annual Reports with the SEC or furnish financial statements to the public). For so long as Alcan has stock options or other rights to acquire Alcan Common Shares, Alcan preference shares or other public securities which remain outstanding, there may be limitations on its ability to cease to have public reporting obligations. See the section entitled "Purpose of the Offer".

        Alcan Common Shares currently are "margin securities" under the regulations of the Board of Governors of the U.S. Federal Reserve System, which status has the effect, among other things, of allowing U.S. brokers to extend credit on the collateral of Alcan Common Shares for purposes of buying, carrying and trading in securities. Upon the delisting of Alcan Common Shares on the NYSE, such shares will not be "margin securities" and, therefore, will no longer be able to be used as collateral for the purpose of loans made by U.S. brokers.

REGULATORY MATTERS

        The Offeror's obligation to take up and pay for Alcan Common Shares deposited under the Offer is conditional upon obtaining certain governmental or regulatory consents or approvals. See the Section entitled "Offer — Conditions of the Offer" beginning on page 17.

        The Offeror expects that the proposed acquisition of Alcan will be reviewed by antitrust regulators in a number of jurisdictions. The Offeror has carefully examined the regulatory issues and believes that no material competition or anti-trust issues are likely to arise in relation to the Offer and that it will receive the required regulatory clearances. The Offeror is also confident that its acquisition of Alcan Common Shares pursuant to the Offer will receive any required approval under the Investment Canada Act.

Hart-Scott-Rodino Act

        The HSR Act requires that the parties to certain transactions file premerger notification reports with the US Federal Trade Commission ("FTC") and the Antitrust Division of the Department of Justice ("DOJ"), and observe a waiting period before consummation. The Offeror intends to file any required premerger notification

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report with the FTC and the DOJ within 10 calendar days of receipt by Rio Tinto of information required of Alcan, if any, for the filing.

Exon-Florio Act

        Certain acquisitions of control of US businesses are subject to review and approval by the Committee on Foreign Investment in the United States pursuant to the Exon-Florio Amendment to the US Defense Production Act of 1950 ("Exon-Florio Act"). The Committee reviews such transactions to determine whether they may threaten to impair the national security of the United States. Such transactions are subject to review during an initial 30-day period, following the date of notification. As applicable, the Committee may then close its investigation or extend the investigation for an additional 45 days, after which it is required to forward a recommendation to the President of the United States.

        The Offeror intends to file an application for review pursuant to the Exon-Florio Act within 21 calendar days of the receipt by Rio Tinto of information required of Alcan, if any, for the filing.

Competition Act (Canada)

        Under the Competition Act, an acquisition of voting shares of a corporation that carries on an operating business in Canada is subject to pre-merger notification under Part IX of the Competition Act if certain financial and voting interest thresholds are exceeded. Where pre-merger notification is required, certain information must be provided to the Commissioner of Competition (the "Canadian Commissioner") and the transaction may not be completed until the expiry, waiver or termination of a statutory waiting period.

        Notification may be made either on the basis of a short-form filing (in respect of which there is a 14-day statutory waiting period) or a long-form filing (in respect of which there is a 42-day statutory waiting period). If a short-form filing is made, the Canadian Commissioner may, within the 14-day waiting period, require that the parties make a long-form filing, thereby extending the waiting period for a further 42 days following receipt of the long-form filing. The Canadian Commissioner's review of the transaction may take longer than the statutory waiting period.

        The Canadian Commissioner may apply to the Canadian Competition Tribunal in respect of a "merger" (as defined under the Competition Act), and if the Canadian Competition Tribunal finds that the merger is likely to prevent or lessen competition substantially, the Canadian Competition Tribunal may issue an order to, among other things, prohibit the acquisition of assets or shares in the case of a proposed merger or dispose of assets or shares acquired in the case of a completed merger.

        Alternatively, where the Canadian Commissioner is satisfied by a party or the parties to a transaction that she would not have sufficient grounds to apply to the Canadian Competition Tribunal under the merger provisions of the Competition Act, the Canadian Commissioner may issue an advance ruling certificate ("ARC") in respect of that transaction. Where an ARC is issued, the parties to the transaction are not required to file a pre-merger notification. In addition, if the transaction to which the ARC relates is substantially completed within one year after the ARC is issued, the Canadian Commissioner cannot seek an order of the Canadian Competition Tribunal under the merger provisions of the Competition Act in respect of the transaction solely on the basis of information that is the same or substantially the same as the information on the basis of which the ARC was issued.

        The purchase of the Alcan Common Shares contemplated by the Offer is subject to pre-merger notification and constitutes a "merger" under the Competition Act. The obligation of the Offeror to complete the Offer is, among other things, subject to the condition that (i) the Canadian Commissioner shall have issued an ARC under Section 102 of the Competition Act in respect of the purchase of the Alcan Common Shares by the Offeror, or (ii) the waiting period under Part IX of the Competition Act shall have expired or have been waived in accordance with the Competition Act and the Canadian Commissioner shall have advised the Offeror in writing (which advice shall not have been rescinded or amended) to the reasonable satisfaction of the Offeror acting reasonably that she is of the view that, at that time, grounds do not exist to initiate proceedings before the Canadian Competition Tribunal under the merger provisions of the Competition Act with respect to the purchase of the Alcan Common Shares by the Offeror (or words to that effect).

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        The Offeror and Alcan intend to file a notification with the Commissioner and the Offeror intends to apply for an ARC within 21 calendar days of receipt by Rio Tinto of information required of Alcan, if any, for the filing.

Investment Canada Act

        Certain acquisitions of control of Canadian businesses by non-Canadians are subject to review under the Investment Canada Act, a Canadian statute that governs such acquisitions. If an acquisition is reviewable, the offeror must submit an application for review with prescribed information to Industry Canada and, before the acquisition may be completed, the Minister of Federal Cabinet responsible for Industry Canada must determine that the investment is likely to be of "net benefit to Canada". The Minister will consult with affected provinces as part of this process. The Minister has an initial 45-day period to make a determination. The Minister may extend the period for a further 30 days by giving notice to the prospective acquirer, and thereafter with the consent of the prospective acquirer. If the Minister is not satisfied that the investment is likely to be of net benefit to Canada, the Minister must send a notice to that effect to the offeror, and the offeror has 30 days to make representations and submit undertakings to the Minister in an attempt to change his or her decision.

        The Offeror intends to file an application for review pursuant to the Investment Canada Act within 10 calendar days of receipt by Rio Tinto of information required of Alcan, if any, for the filing.

EC Merger Regulation

        As the turnover of Rio Tinto and Alcan meets relevant thresholds, the purchase of the Alcan Common Shares pursuant to the Offer has a "community dimension" under the EC Merger Regulation (ECMR). Notification of the Offer to the European Commission is therefore mandatory. Completion of the Offer cannot take place until the European Commission has granted clearance or has been deemed to have granted clearance due to the expiry of relevant waiting periods.

        The Offeror intends to file a notification in respect of the Offer with the European Commission for review within 35 calendar days of the receipt by Rio Tinto of information required of Alcan, if any, for the filing.

Australia

Trade Practices Act (Australia)

        Section 50 of the Trade Practices Act (the "TPA") prohibits an acquisition of shares or assets if it would have the likely effect of substantially lessening competition in a market in Australia. There is no compulsory notification requirement in relation to this prohibition. The relevant regulator, the Australian Competition and Consumer Commission (the "ACCC"), has a voluntary informal merger clearance process. Under this process, parties to a proposed acquisition seek an assurance from the ACCC that, based on the information provided to it and any relevant undertakings given by any of the parties, it will not oppose the proposed acquisition.

        The Offeror intends to make an application to the ACCC for informal clearance of the Offer within seven calendar days of the receipt by Rio Tinto of information required of Alcan, if any, for the application. The Offer is conditional upon the ACCC providing informal clearance.

Foreign Acquisitions and Takeovers Act (Australia)

        An acquirer is required by Australian government policy to notify the Foreign Investment Review Board ("FIRB") of a proposed acquisition if, among other things, it involves the acquisition by a foreign corporation of another foreign corporation whose Australian subsidiaries or gross assets exceed certain monetary thresholds. FIRB will consider the proposed acquisition and make a recommendation to the Treasurer of Australia (the "Treasurer"). The Treasurer may make an order prohibiting the proposed acquisition if it is considered to be "contrary to the national interest". The proposed acquisition may proceed if the Treasurer advises that he does not object to the proposed acquisition, or if a period of 40 days (or longer if extended prior to expiration of that period) elapses from the date on which the acquirer lodged the notice.

        The Offeror has notified FIRB of the Offer in accordance with this process.

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France

        Under French foreign investment rules, an authorization of the French Minister of Economy must be obtained including where there is an acquisition of the control (directly or indirectly) of a company conducting certain activities in France which may be of importance to the national interest. Once the Minister has received the foreign investor application, he must make his decision within two months. The authorization is deemed to be granted if the Minister fails to respond within that period. However, if after receipt of the request, the Minister asks for supplementary information, this two-month period only starts to run from the day of the receipt by the Minister of that information. The Minister can either (i) authorize the foreign investment, (ii) refuse to grant the authorization (for example if the protection of national interest would be compromised as a result of the investment, or if there is a significant presumption that the investor is likely to commit an offence such as terrorism) or (iii) attach to his authorization one or several conditions (such as maintaining certain activities in France, guaranteeing the safety of supply or transferring certain activities to an independent third party).

        A request for approval was sent to the relevant services of the French Minister of Economy the day of the signing of the Support Agreement.

Securities Regulatory Matters

        The Offer is being made in compliance with applicable Canadian and U.S. rules governing take-over bids and tender offers, respectively.

Other Governmental or Regulatory Consents or Approvals

        In addition to the governmental or regulatory consents or approvals specifically described above, the Offeror notes that other Governmental Authorities throughout the world claim jurisdiction under competition, antitrust, foreign investment or other laws in respect of certain acquisitions or mergers. A number of these jurisdictions may claim to have jurisdiction over the proposed transaction and the Offeror or Rio Tinto may determine that filings with applicable Governmental Authorities, or governmental or regulatory consents or approvals, in these jurisdictions, are necessary, proper or advisable in connection with the proposed transaction. In such event, the Offeror intends to make such filings and seek such consents or approvals as soon as reasonably practicable.

ACQUISITION OF SHARES NOT DEPOSITED

        Subject to applicable law, if the Offeror takes up and pays for Alcan Common Shares deposited under the Offer, it will use commercial reasonable efforts to enter into a subsequent acquisition transaction to enable the Offeror or another affiliate of Rio Tinto to acquire all Alcan Common Shares not acquired pursuant to the Offer. The timing and details of any such transaction will necessarily depend on a variety of factors, including the number of Alcan Common Shares acquired pursuant to the Offer. However, the terms of any such subsequent acquisition transaction will provide that each outstanding Alcan Common Share will entitle its holder to receive the same consideration paid to Alcan shareholders under the Offer.

        The subsequent acquisition transaction may be implemented as follows:

Compulsory Acquisition

        If, within 120 days after the date of the Offer, the Offer has been accepted by holders of not less than 90% of the outstanding Alcan Common Shares as at the Expiry Time, excluding Alcan Common Shares held by or on behalf of the Offeror or an "associate" or "affiliate" (as those terms are defined in the CBCA) of the Offeror at the date of the Offer, the Offeror shall, to the extent possible, effect a Compulsory Acquisition to acquire the remainder of the Alcan Common Shares.

        To exercise its statutory right of Compulsory Acquisition, the Offeror must give notice (the "Offeror's Notice") to each holder of Alcan Common Shares who did not accept the Offer (and each person who subsequently acquires any such Alcan Common Shares) (in each case, a "Dissenting Offeree") and the Director under the CBCA of such proposed acquisition on or before the earlier of 60 days following the termination of

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the Offer and 180 days following the date of the Offer. Within 20 days after having given the Offeror's Notice, the Offeror must pay or transfer to Alcan the consideration the Offeror would have had to pay or transfer to the Dissenting Offerees if they had elected to accept the Offer, to be held in trust for the Dissenting Offerees. Within 20 days after receipt of the Offeror's Notice, each Dissenting Offeree must send the certificates evidencing the Alcan Common Shares held by such Dissenting Offeree to Alcan, and must elect either to transfer such Alcan Common Shares to the Offeror on the terms on which the Offeror acquired Alcan Common Shares under the Offer or to demand payment of the fair value of the Alcan Common Shares by so notifying the Offeror. If the Dissenting Offeree fails to notify the Offeror within the applicable time period, the Dissenting Offeree will be deemed to have elected to transfer its Alcan Common Shares to the Offeror on the same terms (including the Offer Consideration) on which the Offeror acquired the Alcan Common Shares under the Offer. If a Dissenting Offeree has elected to demand payment of the fair value of its Alcan Common Shares, the Offeror may apply to a court having jurisdiction to hear the application to fix the fair value of the Alcan Common Shares of that Dissenting Offeree. If the Offeror fails to apply to such court within 20 days after they made the payment or transferred the consideration to Alcan, the Dissenting Offeree may then apply to the court within a further period of 20 days to have the court fix the fair value. If no such application is made by the Dissenting Offeree or Offeror within such periods, the Dissenting Offeree will be deemed to have elected to transfer its Alcan Common Shares to Offeror on the same terms on which Offeror acquired Alcan Common Shares from the Alcan shareholders who accepted the Offer. Any judicial determination of the fair value of the Alcan Common Shares could be more or less than the amount of the Offer Consideration per Alcan Common Share paid pursuant to the Offer.

The foregoing is only a summary of the statutory right of Compulsory Acquisition that may become available to the Offeror. The summary is not intended to be complete nor is it a substitute for the more detailed information contained in the provisions of section 206 of the CBCA. Holders of Alcan Common Shares should refer to section 206 of the CBCA for the full text of the relevant statutory provisions, and those who wish to be better informed about these provisions should consult their legal advisors. The provisions of section 206 of the CBCA are complex and require strict adherence to notice and timing provisions, failing which such rights may be lost or altered. Holders of Alcan Common Shares who wish to be better informed about the provisions of section 206 of the CBCA should consult their legal advisors.

        See the sections entitled "Material Canadian Federal Income Tax Considerations" and "Material U.S. Federal Income Tax Considerations" for a discussion of the material income tax consequences applicable to Alcan shareholders in the event of a Compulsory Acquisition.

Compelled Acquisition

        If a holder of Alcan Common Shares does not receive the Offeror's Notice, such holder may, within 90 days after the date of the termination of the Offer, or if such holder did not receive the Offer, within 90 days of the later of the date of termination of the Offer and the date on which such holder learns of the Offer, require the Offeror to acquire such holder's Alcan Common Shares on the terms of the Offer (a "Compelled Acquisition").

The foregoing is only a summary of the right of Compelled Acquisition that may be available to an Alcan shareholder and is not meant to be a substitute for the more detailed information contained in the provisions of section 206.1 of the CBCA. The provisions of section 206.1 of the CBCA are complex and require strict adherence to notice and timing provisions, failing which such rights may be lost or altered. Alcan shareholders who wish to be better informed about the provisions of section 206.1 of the CBCA should consult their legal advisors.

        See the sections entitled "Material Canadian Federal Income Tax Considerations" and "Material U.S. Federal Income Tax Considerations" for a discussion of the material income tax consequences applicable to Alcan shareholders in the event of a Compelled Acquisition.

Alternative Subsequent Acquisition Transaction

        If the Offeror takes up and pays for Alcan Common Shares under the Offer representing at least a simple majority of the outstanding Alcan Common Shares (calculated on a fully-diluted basis as at the Expiry Time) and the Compulsory Acquisition is not available or the Offeror chooses not to avail itself of such Compulsory Acquisition, the Offeror will use reasonable efforts, and Alcan will assist the Offeror, in order to acquire

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sufficient Alcan Common Shares to successfully complete an amalgamation, statutory arrangement, amendment to articles, consolidation, capital reorganization or other transaction involving Alcan, Rio Tinto, the Offeror or one or more Rio Tinto Subsidiaries or Subsidiaries of the Offeror (a "Subsequent Acquisition Transaction") and, for greater certainty, when the Offeror has acquired sufficient Common Shares to do so, it shall complete a Subsequent Acquisition Transaction to acquire the remaining Alcan Common Shares, provided that the consideration per Alcan Common Share offered in connection with the Subsequent Acquisition Transaction shall be not less than the consideration per Alcan Common Share offered under the Offer.

        Under such an Alternative Subsequent Acquisition Transaction, Alcan may continue as a separate subsidiary of the Offeror following the completion of any such transaction. The timing and details of any such transaction will depend on a number of factors, including the number of Alcan Common Shares acquired pursuant to the Offer. However, the terms of any such Alternative Subsequent Acquisition Transaction will provide that each outstanding Alcan Common Share will entitle its holder to receive the same consideration paid to Alcan shareholders under the Offer. If the Offeror takes up and pays for 66²/3% of the Alcan Common Shares outstanding, on a fully-diluted basis, under the Offer, the Offeror will own sufficient Alcan Common Shares to effect an Alternative Subsequent Acquisition Transaction.

        Each type of Alternative Subsequent Acquisition Transaction described above would be a "business combination" under Ontario Securities Commission Rule 61-501 — Insider Bids, Issuer Bids, Business Combinations and Related Party Transactions ("Rule 61-501") and a "going private transaction" under Autorité des marchés financiers du Québec Policy Statement Q-27 — Protection of minority security holders in the course of certain transactions ("Policy Q-27"). In certain circumstances, the provisions of Rule 61-501 and Policy Q-27 may also deem certain types of Alternative Subsequent Acquisition Transactions to be "related party transactions". However, if the Alternative Subsequent Acquisition Transaction is a "business combination" carried out in accordance with Rule 61-501 or a "going private transaction" carried out in accordance with Policy Q-27, the "related party transaction" provisions of Rule 61-501 and Policy Q-27 will not apply to such transaction. The Offeror intends to carry out any such Alternative Subsequent Acquisition Transaction in accordance with Rule 61-501 and Policy Q-27, or any successor provisions, or exemptions therefrom, such that the "related party transaction" provisions of Rule 61-501 and Policy Q-27 will not apply to the "business combination" or the "going private transaction".

        Rule 61-501 and Policy Q-27 provide that, unless exempted, a corporation proposing to carry out a business combination or a going private transaction is required to prepare a valuation of the affected securities (in this case, the Alcan Common Shares) and provide to the holders of the affected securities a summary of such valuation or the entire valuation. In connection therewith, the Offeror intends to rely on an available exemption or to seek waivers pursuant to Rule 61-501 and Policy Q-27 from the OSC and the AMF, respectively, exempting Alcan or Rio Tinto or their affiliates, as appropriate, from the requirement to prepare a valuation in connection with any Alternative Subsequent Acquisition Transaction. An exemption is available under Rule 61-501 for certain business combinations, and under Policy Q-27 for certain going private transactions, completed within 120 days after the expiration of a formal take-over bid where the consideration under such transaction is at least equal in value to and is in the same form as the consideration that was received in the take-over bid, provided certain disclosure is given in the take-over bid disclosure documents. The Offeror has provided such disclosure and expect that these exemptions will be available.

        Depending on the nature of the Alternative Subsequent Acquisition Transaction, the Offeror expects that the provisions of the CBCA will require the approval of at least 66²/3% of the votes cast by holders of the outstanding Alcan Common Shares at a meeting duly called and held for the purpose of approving an Alternative Subsequent Acquisition Transaction. Rule 61-501 and Policy Q-27 would in effect also require that, in addition to any other required securityholder approval, in order to complete a business combination or a going private transaction, the approval of a majority of the votes cast by "minority" holders of the affected securities must be obtained unless an exemption is available or discretionary relief is granted by the OSC and the AMF. In relation to any Alternative Subsequent Acquisition Transaction, the "minority" holders will be, subject to any available exemption or discretionary relief granted by the OSC and the AMF as required, all Alcan shareholders other than the Offeror, any other "interested party" of Alcan (within the meaning of Rule 61-501 and Policy Q-27), "related party" of the Offeror or any other "interested party" of Alcan (within the meaning of Rule 61-501 and Policy Q-27), including any director or senior officer of the Offeror, or any affiliate or insider of

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the Offeror and any of their respective directors or senior officers, or any person acting jointly or in concert with any of the foregoing.

        However, Rule 61-501 and Policy Q-27 also provide that the Offeror may treat Alcan Common Shares acquired pursuant to the Offer as "minority" shares and vote them, or consider them voted, in favor of an Alternative Subsequent Acquisition Transaction that is a business combination or a going private transaction if, among other things, (a) the business combination or going private transaction is completed not later than 120 days after the Expiry Time; (b) the consideration for each Alcan Common Share in the Alternative Subsequent Acquisition Transaction is at least equal in value to and in the same form as the consideration paid for Alcan Common Shares pursuant to the Offer; and (c) the Alcan shareholder who deposited such Alcan Common Shares to the Offer was not a direct or indirect party to any "connected transaction" to the Offer (for purpose of Rule 61-501) or entitled to receive directly or indirectly, in connection with the Offer, a "collateral benefit" (for purposes of Rule 61-501). The consideration paid under any Alternative Subsequent Acquisition Transaction proposed by the Offeror will be of the same value and in the same form as the consideration paid to Alcan shareholders under the Offer, and accordingly the Offeror intends to cause Alcan Common Shares acquired pursuant to the Offer to be voted in favor of such transaction and to be counted as part of any minority approval required in connection with any such transaction.

        In addition, under Rule 61-501 and Policy Q-27, if, following the Offer, the Offeror and its affiliates are the registered holders of 90% or more of the Alcan Common Shares at the time the Alternative Subsequent Acquisition Transaction is initiated, the requirement for minority approval would not apply to the transaction if a statutory right to dissent and seek fair value or a substantially equivalent enforceable right is made available to the minority shareholders.

        Rule 13e-3 under the Exchange Act is applicable to certain "going-private" transactions in the United States and may under certain circumstances be applicable to a Compulsory Acquisition or an Alternative Subsequent Acquisition Transaction. The Offeror believes that Rule 13e-3 should not be applicable to a Compulsory Acquisition or an Alternative Subsequent Acquisition Transaction unless the Compulsory Acquisition or the Alternative Subsequent Acquisition Transaction, as the case may be, is consummated more than one year after Alcan Common Shares are purchased under the Offer. If applicable, Rule 13e-3 would require, among other things, that certain financial information concerning Alcan and certain information relating to the fairness of the Compulsory Acquisition or the Alternative Subsequent Acquisition Transaction, as the case may be, and the consideration paid to minority Alcan shareholders be filed with the SEC and distributed to minority holders of Alcan Common Shares before the consummation of any such transaction.

        The foregoing discussion of certain provisions of the Exchange Act is not meant to be a substitute for the more detailed information contained in the Exchange Act and the rules and regulations thereunder.

        If the Offeror is unable to complete an Alternative Subsequent Acquisition Transaction, the Offeror will evaluate its other alternatives. Such alternatives could include, to the extent permitted by applicable laws, purchasing additional Alcan Common Shares in the open market, in privately negotiated transactions, in another take-over bid or exchange offer or otherwise, or from Alcan, or taking no further action to acquire additional Alcan Common Shares. Any additional purchases of Alcan Common Shares could be at a price greater than, equal to or less than the value of the Offer Consideration to be paid for Alcan Common Shares under the Offer and could be for cash and/or securities or other consideration. Alternatively, the Offeror may sell or otherwise dispose of any or all Alcan Common Shares acquired pursuant to the Offer or otherwise. Such transactions may be effected on terms and at prices then determined by the Offeror, which may vary from the terms and the value of the Offer Consideration paid for Alcan Common Shares under the Offer.

        Any Alternative Subsequent Acquisition Transaction may also result in Alcan shareholders having the right to dissent and demand payment of the fair value of their Alcan Common Shares. If the statutory procedures are complied with, this right could lead to a judicial determination of the fair value required to be paid to such dissenting shareholders for their Alcan Common Shares. The fair value of Alcan Common Shares so determined could be more or less than the amount paid per Alcan Common Shares pursuant to the Alternative Subsequent Acquisition Transaction or the Offer.

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The tax consequences to an Alcan shareholder of an Alternative Subsequent Acquisition Transaction may be substantially similar to, or materially different from, the tax consequences to such Alcan shareholder of accepting the Offer. See "Circular — Material Canadian Federal Income Tax Considerations" and "Circular — Material U.S. Federal Income Tax Considerations". Alcan shareholders should consult their tax advisors as to the tax considerations applicable to them in their particular circumstances. Further, Alcan shareholders should consult their legal advisors for a determination of their legal rights with respect to an Alternative Subsequent Acquisition Transaction if and when proposed.

Judicial Developments

        Certain judicial decisions may be considered relevant to any Alternative Subsequent Acquisition Transaction which may be proposed or effected subsequent to the expiration of the Offer. Prior to the adoption of Rule 61-501 (or its predecessor OSC Policy 9.1) and Policy Q-27, Canadian courts had, in a few instances, granted preliminary injunctions to prohibit transactions involving going private transactions. The trend in both legislation (including the CBCA) and in Canadian jurisprudence has been toward permitting going private transactions to proceed subject to compliance with procedures designed to ensure substantive fairness to minority shareholders.

        Alcan shareholders are encouraged to consult their legal advisors for a determination of their legal rights with respect to any transaction which may constitute a business combination or going private transaction.

MATERIAL CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

Introduction

        The following is a summary of the principal consequences under the Income Tax Act (Canada) (referred to herein as the "Canadian Tax Act") generally applicable to a holder of Alcan Common Shares who, for the purposes of the Canadian Tax Act and at all relevant times, deals at arm's length with, and is not and will not be affiliated with, Alcan, Rio Tinto and the Offeror and holds its Alcan Common Shares as capital property (a "Holder").

        For this purpose, related persons are deemed not to deal with each other at arm's length. Generally, a person and a corporation are related if the person controls the corporation or is a member of a related group that controls the corporation. It is a question of fact whether persons not related to each other are dealing with each other at arm's length. The Alcan Common Shares will generally be considered to be capital property to a Holder unless either the Holder holds or has acquired such securities in the course of carrying on a business of buying and selling securities or the Holder holds or has acquired such securities in a transaction or transactions considered to be an adventure or concern in the nature of trade. Certain Resident Shareholders (as defined below), whose Alcan Common Shares might not otherwise be capital property, may, in certain circumstances, be entitled to have the Alcan Common Shares and all other "Canadian securities," as defined in the Canadian Tax Act, owned by such Resident Shareholder in the taxation year in which the election is made, and in all subsequent taxation years, deemed to be capital property by making the irrevocable election permitted by subsection 39(4) of the Canadian Tax Act. Holders who may not hold their Alcan Common Shares as capital property should consult their own tax advisors regarding their particular circumstances.

        This summary is based upon the current provisions of the Canadian Tax Act, the regulations thereunder and our understanding of the published administrative practices and policies of the Canadian Revenue Agency (referred to herein as the "CRA"), all in effect as of the date hereof. This summary also takes into account all specific proposals to amend the Canadian Tax Act and the regulations thereunder publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the "Tax Proposals"), and assumes that all such Tax Proposals will be enacted substantially as proposed. This summary does not otherwise take into account or anticipate any changes in law, whether by way of legislative, judicial or administrative action or interpretation, nor does it address other federal or any provincial, territorial or foreign tax considerations. No assurance can be given that the Tax Proposals will be enacted in the form proposed or at all.

        This summary is not applicable to a Holder that is a "financial institution" as defined in the Canadian Tax Act for the purposes of the "mark-to-market" rules, to a Holder that is a "specified financial institution" as

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defined in the Canadian Tax Act, to a Holder of an interest in a "tax shelter investment" within the meaning of the Canadian Tax Act or to a Holder who has acquired Alcan Common Shares on the exercise of Options pursuant to the Alcan Stock Option Plans, the Pechiney Stock Option Plans or any other stock-based compensation plan. Such Holders should consult their own tax advisors.

This summary is of a general nature only and is not intended to be, nor should it be construed to be, legal or tax advice to any particular Holder. This summary is not exhaustive of all Canadian federal income tax considerations. Accordingly, Holders are urged to consult their own tax advisors having regard to their own particular circumstances.

For purposes of the Canadian Tax Act, all amounts relating to the acquisition, holding or disposition of Alcan Common Shares, must be expressed in Canadian dollars, including dividends, adjusted cost base and proceeds of disposition. Amounts denominated in U.S. dollars must be converted into Canadian dollars based on the prevailing U.S. dollar exchange rate, at the relevant times.

Holders Resident in Canada

        This portion of the summary is generally applicable to a Holder who, at all relevant times, for purposes of the application of the Canadian Tax Act and any applicable income tax treaty, is, or is deemed to be, resident in Canada (a "Resident Shareholder").

        Generally, a Resident Shareholder who disposes of Alcan Common Shares pursuant to the Offer will realize a capital gain (or capital loss) equal to the amount, if any, by which the proceeds of disposition, net of any reasonable costs of disposition, exceed (or are less than) the adjusted cost base to the Resident Shareholder of the Alcan Common Shares immediately before the disposition. For these purposes, the proceeds of disposition will be equal to the cash consideration received pursuant to the Offer.

        Capital gains realized by individuals and certain trusts may give rise to a liability for alternative minimum tax under the Canadian Tax Act. Resident Shareholders should consult their own tax advisors with respect to the alternative minimum tax provisions.

        Generally, a Resident Shareholder is required to include in computing its income for a taxation year one-half of the amount of any capital gain (a "taxable capital gain"). Subject to and in accordance with the provisions of the Canadian Tax Act, a Resident Shareholder is required to deduct one-half of the amount of any capital loss (an "allowable capital loss") realized in a taxation year from taxable capital gains realized by the Resident Shareholder in the year and allowable capital losses in excess of taxable capital gains may be carried back and deducted in any of the three preceding taxation years or carried forward and deducted in any subsequent taxation year against net taxable capital gains realized in such years to the extent and in the circumstances prescribed by the Canadian Tax Act.

        The amount of any capital loss realized by a Resident Shareholder that is a corporation on the disposition of an Alcan Common Share may be reduced by the amount of any dividends received (or deemed to be received) by it on such Alcan Common Share to the extent and under the circumstances prescribed by the Canadian Tax Act. Similar rules may apply where an Alcan Common Share is owned by a partnership or trust of which a corporation, trust or partnership is a member or beneficiary. Such Resident Shareholders should consult their own tax advisors.

        A Resident Shareholder that is throughout the year a "Canadian-controlled private corporation," as defined in the Canadian Tax Act, may be liable for a refundable tax of 6²/3% on its "aggregate investment income", which is defined to include an amount in respect of taxable capital gains.

Compulsory Acquisition

        As described above under the heading "Acquisition of Shares Not Deposited", the Offeror may, in certain circumstances, acquire Alcan Common Shares pursuant to section 206 of the CBCA. The tax consequences to a Resident Shareholder of a disposition of Alcan Common Shares in such circumstances will be as described above mutatis mutandis but Resident Shareholders whose Alcan Common Shares may be so acquired should consult their tax advisors in this regard. A Resident Shareholder who dissents in a Compulsory Acquisition and is

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entitled to receive the fair value of its Alcan Common Shares will be considered to have disposed of the Alcan Common Shares for proceeds of disposition equal to the amount fixed as such by the court (excluding the amount of any interest awarded by the court). As a result, such dissenting Resident Shareholder will realize a capital gain (or a capital loss) generally calculated in the same manner and with the tax consequences as described above mutatis mutandis.

        Any interest awarded to a Dissenting Resident Shareholder by a court will be included in computing such Resident Shareholder's income for the purposes of the Canadian Tax Act.

Compelled Acquisition

        As described above under the heading "Acquisition of Shares Not Deposited," the Offeror may, in certain circumstances, be required to acquire Alcan Common Shares held by a holder of Alcan Common Shares that did not receive the Offeror's notice. Any Resident Shareholder disposing of its Alcan Common Shares in such circumstances will realized a capital gain (or a capital loss) generally calculated in the same manner and with the same tax consequences as described above mutatis mutandis but Resident Shareholders whose Alcan Common Shares may be so acquired should consult their tax advisors in this regard.

Alternative Subsequent Acquisition Transaction

        If the compulsory acquisition provisions of section 206 of the CBCA are not utilized for any reason, the Offeror will propose other means of acquiring the remaining issued and outstanding Alcan Common Shares. The tax treatment of any such Alternative Subsequent Acquisition Transaction to a Resident Shareholder will depend upon the exact manner in which the Alternative Subsequent Acquisition Transaction is carried out. Resident Shareholders should consult their own tax advisors for advice with respect to the income tax consequences to them of having their Alcan Common Shares acquired pursuant to an Alternative Subsequent Acquisition Transaction, if any. Depending upon the manner in which the Alternative Subsequent Acquisition is carried out, a Resident Shareholder may realize a capital gain or capital loss and/or be deemed to receive a dividend pursuant to an Alternative Subsequent Acquisition Transaction.

        Subject to the potential application of subsection 55(2) of the Canadian Tax Act to Resident Shareholders that are corporations, a Resident Shareholder will be required to include in computing its income for a taxation year any dividends deemed to be received on the Alcan Common Shares and such dividends deemed to be received by a Resident Shareholder that is a corporation will generally be deductible in computing the corporation's taxable income. In the case of a Resident Shareholder that is an individual (other than certain trusts), such dividends will be subject to the gross-up and dividend tax credit rules normally applicable to taxable dividends received from taxable Canadian corporations. The Canadian Tax Act provides for an enhanced gross-up and dividend tax credit for "eligible dividends" paid after 2005 by Canadian resident corporations. There can be no assurance that any deemed dividend will be an eligible dividend.

        Subsection 55(2) of the Canadian Tax Act provides that, where a Resident Shareholder that is a corporation is deemed to receive a dividend in certain circumstances, all or part of the deemed dividend may be deemed not to be a dividend and may be treated instead as proceeds on the disposition of the Alcan Common Shares for the purposes of computing the Resident Shareholder's capital gain or capital loss. Accordingly, Resident Shareholders that are corporations should consult their own tax advisors for specific advice with respect to the potential application of this provision to them.

        A Resident Shareholder that is a "private corporation" or a "subject corporation" (as such terms are defined in the Canadian Tax Act) may be liable under Part IV of the Canadian Tax Act to pay a refundable tax of 33¹/3% on dividends deemed to be received on the Alcan Common Shares to the extent that such dividends are deductible in computing the Resident Shareholder's taxable income.

        Under the current administrative practice of the CRA, Resident Shareholders who exercise their statutory right of dissent in respect of an amalgamation should be considered to have disposed of their Alcan Common Shares for proceeds of disposition equal to the amount paid by the amalgamated corporation to the dissenting Resident Shareholder in respect of such shares (excluding any interest awarded by a court). However, because of uncertainty under the relevant legislation as to whether such amounts paid to a dissenting Resident Shareholder would be treated entirely as proceeds of disposition, or in part as the payment of a deemed dividend, dissenting Resident Shareholders should consult with their own tax advisors in this regard.

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        Any interest awarded to the Resident Shareholder by a court will be included in computing the Resident Shareholder's income for the purposes of the Canadian Tax Act.

Resident Shareholders should consult their own tax advisors for advice with respect to the income tax consequences to them of having their Alcan Common Shares acquired pursuant to an Alternative Subsequent Acquisition Transaction, if any.

Qualified Investment

        As described above under "Circular — Effect of the Offer on the Market for Alcan Common Shares; Stock Exchange Listing and Public Disclosure," the Alcan Common Shares may cease to be listed on the TSX, the NYSE, the SWX, the LSE and Euronext Paris following the completion of the Offer and may not be listed on the TSX and the NYSE at the time of their disposition by a Resident Shareholder pursuant to a Compulsory Acquisition, Compelled Acquisition or an Alternative Subsequent Acquisition Transaction. Resident Shareholders are cautioned that the Alcan Common Shares will cease to be qualified investments for trusts governed by registered retirement savings plans, registered retirement income funds, registered education savings plans and deferred profit sharing plans at any time at which the Alcan Common Shares are not listed on a prescribed stock exchange and Alcan ceases to be a "public corporation" for the purpose of the Canadian Tax Act.

Holders Not Resident in Canada

        This portion of the summary is generally applicable to a Holder who, at all relevant times, for purposes of the application of the Canadian Tax Act and any applicable income tax treaty, is not, and is not deemed to be, resident in Canada and does not use or hold the Alcan Common Shares in a business carried on in Canada (a "Non-Resident Shareholder"). Special rules, which are not discussed in this summary, may apply to certain Holders that are (i) insurers carrying on an insurance business in Canada and elsewhere or (ii) an "authorized foreign bank," as defined in the Canadian Tax Act.

        A Non-Resident Shareholder will not be subject to tax under the Canadian Tax Act on any capital gain realized on a disposition of Alcan Common Shares unless the Alcan Common Shares are "taxable Canadian property" to the Non-Resident Shareholder for purposes of the Canadian Tax Act at the time of the disposition and the Non-Resident Shareholder is not entitled to relief under an applicable income tax convention between Canada and the country in which the Non-Resident Shareholder is resident.

        Generally, the Alcan Common Shares will not constitute taxable Canadian property to a Non-Resident Shareholder at a particular time provided that (a) the Alcan Common Shares are listed at that time on a prescribed stock exchange (which currently includes the TSX and the NYSE) or, at a time after the Tax Proposals have come into effect, on a "designated stock exchange", and (b) none of the Non-Resident Shareholder, persons with whom the Non-Resident Shareholder does not deal at arm's length, and the Non-Resident Shareholder together with all such persons, has owned 25% or more of the issued Alcan Common Shares or any class or series of the capital stock of Alcan at any time during the 60-month period that ends at that time.

        Notwithstanding the foregoing, Alcan Common Shares may be deemed to be taxable Canadian property in certain circumstances specified in the Canadian Tax Act.

        Even if the Alcan Common Shares are taxable Canadian property to a Non-Resident Shareholder at the time of disposition of such shares, a capital gain realized upon the disposition of Alcan Common Shares may be exempt from tax under an applicable income tax convention. In the event that Alcan Common Shares constitute taxable Canadian property but not treaty-protected property to a particular Non-Resident Holder, the tax consequences pertaining to capital gains (or capital losses) as described above under "Holders Resident in Canada" will generally apply. Non-Resident Shareholders should consult their own tax advisors regarding any Canadian reporting requirement arising from this transaction.

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Compulsory Acquisition

        As described under "Circular — Acquisition of Shares Not Deposited", the Offeror may, in certain circumstances, acquire Alcan Common Shares not deposited under the Offer pursuant to section 206 of the CBCA. The Canadian federal income tax consequences to a Non-Resident Shareholder who disposes of shares in such circumstances generally will be the same as described above mutatis mutandis but Non-Resident Shareholders whose Alcan Common Shares may be so acquired should consult their tax advisor in this regard.

        Any interest awarded by the court and paid and credited to a Non-Resident Shareholder exercising its right to dissent in respect of a Compulsory Acquisition will be subject to Canadian withholding tax at the rate of 25%, subject to any reduction in the rate of withholding to which the Non-Resident Shareholder is entitled pursuant to the provisions of an applicable income tax convention between Canada and the country in which the Non-Resident Shareholder is resident.

Compelled Acquisition

        As described above under the heading "Circular — Acquisition of Shares Not Deposited," the Offeror may, in certain circumstances, be required to acquire Alcan Common Shares held by a holder of Alcan Common Shares that did not receive the Offeror's notice. Any Non-Resident Shareholder disposing of its Alcan Common Shares in such circumstances will realized a capital gain (or a capital loss) generally calculated in the same manner and with the same tax consequences as described above mutatis mutandis but Non-Resident Shareholders whose Alcan Common Shares may be so acquired should consult their tax advisors in this regard.

Alternative Subsequent Acquisition Transaction

        The tax treatment of an Alternative Subsequent Acquisition Transaction to a Non-Resident Shareholder will depend upon the exact manner in which the Alternative Subsequent Acquisition Transaction is carried out. Non-Resident Shareholders should consult their own tax advisors for advice with respect to the income tax consequences to them of having their Alcan Common Shares acquired pursuant to an Alternative Subsequent Acquisition Transaction, if any.

        Depending upon the manner in which the Alternative Subsequent Transaction is carried out, a Non-Resident Shareholder may realize a capital gain or a capital loss and/or be deemed to receive a dividend pursuant to a Subsequent Acquisition Transaction, as discussed above under "Holders Resident in Canada — Alternative Subsequent Acquisition Transaction".

        Whether or not a Non-Resident Shareholder would be subject to tax under the Canadian Tax Act on any such capital gain would depend on whether Alcan Common Shares or any share of a taxable Canadian corporation issued as consideration for the Alcan Common Shares are "taxable Canadian property" to the Non-Resident Shareholder for purposes of the Canadian Tax Act at the time of a disposition of such shares and whether the Non-Resident Shareholder is entitled to relief under an applicable income tax convention and other circumstances at that time (see in particular the discussion below under "Delisting of Alcan Common Shares Following Completion of the Offer"). Dividends paid or credited or deemed to be paid or credited to a Non-Resident Shareholder will be subject to Canadian withholding tax at a rate of 25%, subject to any reduction in the rate of withholding to which the Non-Resident Shareholder is entitled pursuant to the provisions of an applicable income tax convention between Canada and the country in which the Non-Resident Shareholder is resident.

        Any interest awarded by a court and paid or credited to a Non-Resident Shareholder exercising its right to dissent in respect of an Alternative Subsequent Acquisition Transaction will be subject to Canadian withholding tax in the same manner as described above under "Holders Not Resident in Canada — Compulsory Acquisition".

Delisting of Alcan Common Shares Following Completion of the Offer

        As described above under "Circular — Effect of the Offer on the Market for Alcan Common Shares; Stock Exchange Listing and Public Disclosure", the Alcan Common Shares may cease to be listed on the TSX, the NYSE, the LSE, the SWX and Euronext Paris following the completion of the Offer and may not be listed on

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the TSX and the NYSE at the time of their disposition by a Non-Resident Shareholder pursuant to a Compulsory Acquisition, Compelled Acquisition or an Alternative Subsequent Acquisition Transaction.

        Non-Resident Shareholders are cautioned that: (a) if the Alcan Common Shares are not listed on a prescribed stock exchange (which includes the TSX and the NYSE) at the time they are disposed of (or for dispositions after the Tax Proposals have come into effect, on a "designated stock exchange"), the Alcan Common Shares will generally be taxable Canadian property to the Non-Resident Shareholder at the time of the disposition and the Non-Resident Shareholder may be subject to tax under the Canadian Tax Act in respect of any capital gain realized on such disposition, unless any such gain is exempt from taxation under the Canadian Tax Act pursuant to the provisions of an applicable income tax convention between Canada and the country in which the Non-Resident Shareholder is resident; and (b) if the Alcan Common Shares are not listed on a prescribed stock exchange (which includes the TSX and the NYSE) at the time they are disposed of (or for dispositions after the Tax Proposals have come into effect, on a "recognized stock exchange"), the notification and withholding provisions of section 116 of the Canadian Tax Act will apply to the Non-Resident Shareholder, in which case the Offeror will be entitled, pursuant to the Canadian Tax Act, to deduct or withhold an amount from any payment made to the Non-Resident Shareholder and to remit such amount to the Receiver General of Canada on behalf of the Non-Resident Shareholder.

        Non-Resident Shareholders should consult their own tax advisors for advice with respect to the potential income tax consequences to them, including any reporting requirements, of not disposing of their Alcan Common Shares pursuant to the Offer.

MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

        The following summary describes certain material U.S. federal income tax considerations generally applicable to holders of Alcan Common Shares with respect to the disposition of Alcan Common Shares pursuant to the Offer or in certain transactions described in this Circular under the heading "Acquisition of Shares Not Deposited". It addresses only holders that hold Alcan Common Shares as capital assets. The following summary does not purport to be a complete analysis of all of the potential U.S. federal income tax considerations that may be relevant to particular holders in light of their particular circumstances nor does it deal with persons that are subject to special tax rules, such as brokers, dealers in securities or currencies, financial institutions, mutual funds, insurance companies, tax-exempt entities, qualified retirement plans or other tax-deferred accounts, holders that own or have owned 10% or more of Alcan stock by vote (whether such stock is or was actually or constructively owned), regulated investment companies, common trust funds, holders subject to the alternative minimum tax, corporations that accumulate earnings to avoid U.S. federal income tax, persons holding Alcan Common Shares as part of a straddle, hedge or conversion transaction or as part of a synthetic security or other integrated transaction, traders in securities that elect to use a mark-to-market method of accounting for their securities holdings, holders that have a "functional currency" other than the U.S. dollar, U.S. expatriates, and persons that acquired Alcan Common Shares in a compensation transaction.

        The following is based on the Internal Revenue Code of 1986, as amended (the "Code"), Treasury regulations promulgated thereunder ("Treasury Regulations"), and administrative rulings and court decisions, in each case as in effect on the date hereof, all of which are subject to change, possibly with retroactive effect.

        As used herein, the term "U.S. Holder" means a beneficial owner of Alcan Common Shares that is, for U.S. federal income tax purposes, (i) an individual citizen or resident of the United States; (ii) a corporation created or organized in or under the laws of the United States or any subdivision thereof; (iii) an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or (iv) a trust if (A) a U.S. court is able to exercise primary supervision over its administration and one or more U.S. persons, have authority to control all of its substantial decisions or (B) it has properly elected to be treated as a domestic trust for U.S. federal income tax purposes.

        The U.S. federal income tax treatment of a partner in a partnership will depend on the status of the partner and the activities of the partnership. Holders of Alcan Common Shares that are partnerships should consult their tax advisers concerning the U.S. federal income tax consequences to their partners of the disposition by the partnership of Alcan Common Shares pursuant to the Offer.

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        This discussion assumes that Alcan is not, and has not been at any time during a U.S. Holder's holding period for its Alcan Common Shares, a passive foreign investment company (a "PFIC") for U.S. federal income tax purposes. If Alcan has been a PFIC at any time during a U.S. Holder's holding period, materially adverse U.S. federal income tax consequences would result to U.S. Holders.

This summary is not intended to constitute, and should not be construed to constitute, definitive legal or tax advice to any particular holder. Holders should consult their own tax advisors as to the tax consequences applicable to them in their particular circumstances.

Disposition of Alcan Common Shares and Receipt of Cash Pursuant to the Offer

        A U.S. Holder that disposes of Alcan Common Shares in the Offer generally will recognize gain or loss equal to the difference between (i) the cash that the U.S. Holder is entitled to receive pursuant to the Offer and (ii) the U.S. Holder's adjusted tax basis in the Alcan Common Shares disposed of in the Offer. Gain or loss, as well as holding period, must be determined separately for each block of Alcan Common Shares (i.e., Alcan Common Shares acquired at the same cost in a single transaction) disposed of pursuant to the Offer. Any such gain or loss will be capital gain or loss, and will be long-term capital gain or loss if the block of the Alcan Common Shares were held for more than one year. Any gain or loss will generally be U.S. source.

Acquisition of Alcan Common Shares Not Deposited

        Compulsory Acquisition or Compelled Acquisition of Alcan Common Shares. The U.S. federal income tax considerations generally applicable to a U.S. Holder that disposes of Alcan Common Shares in a Compulsory Acquisition or a Compelled Acquisition, as described in this Circular, generally will be as described under "— Disposition of Alcan Common Shares and Receipt of Cash Pursuant to the Offer" above.

        U.S. Holders that Demand Payment of the Fair Value of their Alcan Common Shares Disposed of in a Compulsory Acquisition. Although there is no authority directly on point, a U.S. Holder that elects to demand payment of the fair value of its Alcan Common Shares disposed of in a Compulsory Acquisition will likely recognize capital gain or loss at the time of the Compulsory Acquisition (even if the fair value of the Alcan Common Shares has not yet been judicially determined at such time), in an amount equal to the difference between (i) the amount realized by the U.S. Holder and (ii) the U.S. Holder's adjusted tax basis in the Alcan Common Shares. For this purpose, although there is no authority directly on point, the amount realized generally should equal the U.S. dollar equivalent amounts, determined at the spot Canadian dollar/U.S. dollar rate, of the trading values for the Alcan Common Shares on the settlement date of the Compulsory Acquisition. In such event, capital gain or loss also may be recognized by the U.S. Holder at the time the actual payment is received, to the extent that such payment exceeds, or is exceeded by, the amount previously realized. In addition, a portion of the actual payment received may instead be characterized as interest income, in which case the U.S. dollar value of the Canadian dollar amount of such portion generally should be included in ordinary income in accordance with the U.S. Holder's method of accounting. U.S. Holders that elect to demand payment of the fair value of their Alcan Common Shares disposed of in a Compulsory Acquisition should consult their own tax advisors as to the tax consequences applicable to them in their particular circumstances.

        Alternative Subsequent Acquisition Transaction. If the statutory right of Compulsory Acquisition is not available for any reason, or the Offeror determines not to exercise such right, the Offeror will effect an Alternative Subsequent Acquisition Transaction, as described in this Circular. The U.S. federal income tax considerations generally applicable to a U.S. Holder that disposes of Alcan Common Shares in an Alternative Subsequent Acquisition Transaction will depend upon the manner in which such transaction is carried out and may be substantially similar to, or materially different from, the considerations described above. U.S. Holders that dispose of Alcan Common Shares pursuant to an Alternative Subsequent Acquisition Transaction should consult their own tax advisors as to the tax consequences applicable to them in their particular circumstances.

        Amounts Subject to Canadian Withholding Tax. A U.S. Holder that elects to demand payment of the fair value of its Alcan Common Shares disposed of in a Compulsory Acquisition or an Alternative Subsequent Acquisition Transaction and that is subject to Canadian withholding tax, as described under "Circular — Material Canadian Federal Income Tax Considerations — Holders Not Resident in Canada" above, may be eligible to claim a deduction or credit for such Canadian taxes withheld. However, since any gain or loss realized

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on the disposition of Alcan Common Shares will generally be U.S. source, a U.S. Holder may have insufficient foreign source income to utilise foreign tax credits attributable to any Canadian withholding tax imposed on the disposition.

        If a U.S. Holder elects to claim a foreign tax credit, rather than a deduction, in a particular taxable year, such election will apply to all foreign taxes paid by the U.S. Holder in that taxable year. The rules governing the foreign tax credit are complex and the availability of the credit is subject to limitations. U.S. Holders should consult their own tax advisors as to the availability of the foreign tax credit in their particular circumstances.

Information Reporting and Backup Withholding

        Payments of the proceeds of a sale or exchange of Alcan Common Shares pursuant to the Offer by a U.S. paying agent or other U.S. intermediary will be reported to the IRS and to the U.S. Holder as may be required under applicable regulations. Backup withholding may apply to these payments if the U.S. Holder fails to provide an accurate taxpayer identification number or certification of exempt status or fails to report all interest and dividends required to be shown on its U.S. federal income tax returns. Certain U.S. Holders (including, among others, corporations) are not subject to backup withholding. U.S. Holders should consult their tax advisers as to their qualification for exemption from backup withholding and the procedure for obtaining an exemption.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

        Rio Tinto files annual reports on Form 20-F to, and furnishes other material information on Form 6-K with, the SEC. You may read and copy this information at the SEC's public reference room located at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Rooms by calling the SEC at 1-800-SEC-0330. You may also obtain copies of this information by mail from the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates. The SEC also maintains a website at www.sec.gov from which any electronic filings made by Rio Tinto may be obtained without charge. The information contained on the website is not incorporated by reference into the Offer, and you should not consider information contained on the website as part of the Offer or the Circular.

        Alcan files annual, quarterly and current reports and other required information with the SEC. You may obtain copies of the public filings made from time to time by Alcan with the SEC free of charge at www.sec.gov. In addition, documents filed with the SEC by Alcan may be obtained free of charge by contacting Alcan's media or investor relations departments or on Alcan's website at www.alcan.com. Filings made by Alcan with the Canadian securities regulatory authorities are available at www.sedar.com.

ALCAN INFORMATION

        Although it has no reason to doubt the accuracy of Alcan's public filings, the Offeror is not in a position to independently assess or verify the information in Alcan's publicly filed documents.

LEGAL MATTERS

        Certain Canadian and U.S. federal income tax matters will be passed upon by McCarthy Tétrault LLP and Linklaters LLP, respectively.

STATUTORY RIGHTS

        Securities legislation in the provinces and territories of Canada provides you with, in addition to any other rights you may have at law, one or more rights of rescission or price revision or to damages, if there is a misrepresentation in a circular or notice that is required to be delivered to you. However, such rights must be exercised within prescribed time limits. You should refer to the applicable provisions of the securities legislation of your province or territory for particulars of those rights or consult with a lawyer.

DIRECTORS' APPROVAL

        The contents of the Offer and the Circular, together with the Appendix included therein, have been approved and the sending thereof to the Alcan shareholders has been authorized by the board of directors of the Offeror.

65

APPROVAL AND CERTIFICATE OF RIO TINTO CANADA HOLDING INC.

        The contents of the Offer and Circular, together with the Appendix included therein, have been approved by, and the sending thereof to the Alcan shareholders has been authorized by, the board of directors of Rio Tinto Canada Holding Inc. The foregoing contains no untrue statement of a material fact and does not omit to state a material fact that is required to be stated or that is necessary to make a statement not misleading in the light of the circumstances in which it was made.

Dated: July 24, 2007

/s/ IAN C. RATNAGE
President /s/ MICHEL JUTRAS
Secretary

On behalf of the board of directors
/s/ MICHEL JUTRAS Director	/s/ IAN C. RATNAGE Director	/s/ JOCELIN PARADIS Director

66

APPENDIX A

DIRECTORS AND EXECUTIVE OFFICERS OF THE OFFEROR AND RIO TINTO

Directors and Executive Officers of Rio Tinto

        The name, age, business address, present principal occupation or employment and five-year employment history of each of the directors and executive officers of Rio Tinto are set forth below. Unless otherwise indicated below, the business address of each person is c/o Rio Tinto, 6 St James's Square, London, SW1Y 4LD (telephone: +44 20 7930 2399). In the past five years, to the best knowledge of the Offeror and Rio Tinto, none of the persons listed in this Appendix A or persons holding more than 10% of any class of equity securities of either the Offeror or Rio Tinto (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanours), or (ii) has been a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining such officer, director or person from future violations of, or prohibiting activities subject to, U.S. federal or U.S. state securities laws, or a finding of any violation of U.S. federal or state securities laws.

Directors (Including Executive Officers Who Are Directors) (as of July 24, 2007)

Paul Skinner (Chairman)	Age:	62
	Citizenship:	United Kingdom
	Director Since:	2001
	Rio Tinto Board Committees:	Nominations Committee (Chairman)
	Principal Occupation:	Chairman of Rio Tinto
	Recent Business Experience:	Paul graduated in law from Cambridge University and in business administration from Manchester Business School. He was previously a managing director of The "Shell" Transport and Trading Company plc and group managing director of The Royal Dutch/Shell Group of Companies, for whom he had worked since 1966. During his career he worked in all Shell's main businesses, including senior appointments in the United Kingdom, Greece, Nigeria, New Zealand and Norway. He was Chief Executive Officer of its global Oil Products business from 1999 to 2003.
	Other Directorships:	Director of Standard Chartered plc since 2003.
		Director of the Tetra Laval Group since 2005.
		Director of Air Liquide since May 2006.
		Chairman of the International Chamber of Commerce (UK) since 2005.
		Member of the board of INSEAD business school since 1999.

A-1

		Director of the Defence Management Board of the Ministry of Defence since June 2006.
		Director of The 'Shell' Transport and Trading Company plc from 2000 to 2003.
Tom Albanese (CEO)	Age:	49
	Citizenship:	United States
	Director Since:	2006
	Rio Tinto Board Committees:	None
	Principal Occupation:	Chief Executive of Rio Tinto
	Recent Business Experience:	Tom joined Rio Tinto in 1993 on Rio Tinto's acquisition of Nerco and held a series of management positions before being appointed chief executive of the Industrial Minerals group in 2000, after which he became chief executive of the Copper group and head of Exploration in 2004. He took over as chief executive from Leigh Clifford with effect from 1 May 2007.
	Other Directorships:	Director of Ivanhoe Mines Limited since November 2006. Director of Palabora Mining Company from 2004 to 2006. Member of the Executive Committee of the International Copper Association from 2004 to 2006.
Guy Elliott	Age:	51
	Citizenship:	United Kingdom
	Director Since:	2002
	Rio Tinto Board Committees:	None
	Principal Occupation:	Finance Director of Rio Tinto
	Recent Business Experience:	Guy joined the Group in 1980 after gaining an MBA. He has subsequently held a variety of commercial and management positions, including head of Business Evaluation and president of Rio Tinto Brasil.
	Other Directorships:	None
Ashton Calvert	Age:	61
	Citizenship:	Australia
	Director Since:	2005
	Rio Tinto Board Committees:	Nominations Committee, Committee on Social and Environmental Accountability

A-2

	Principal Occupation:	Director
	Recent Business Experience:	Ashton retired as secretary of the Department of Foreign Affairs and Trade of the Government of Australia in January 2005 after six and a half years in that position. He was educated at the University of Tasmania and, as a Rhodes scholar, also gained a doctorate in mathematics from Oxford University. During his career in the Australian foreign service he held appointments in Washington and, on four occasions, in Tokyo, where he was ambassador prior to his appointment as secretary. In these and other roles he developed extensive experience of the Asian countries which represent key markets for Rio Tinto.
	Other Directorships:	Director of Woodside Petroleum Limited since 2005.
		Director of The Australian Trade Commission between 1998 and 2005.
		Director of The Export Finance and Insurance Corporation between 1998 and 2005.
		Director of The Australian Strategic Policy Institute between 2001 and 2005.
Sir David Clementi	Age:	58
	Citizenship:	United Kingdom
	Director Since:	2003
	Rio Tinto Board Committees:	Audit Committee, Remuneration Committee
	Principal Occupation:	Director
	Recent Business Experience:	Sir David is chairman of Prudential plc, prior to which he was Deputy Governor of the Bank of England. His earlier career was with Kleinwort Benson where he spent 22 years, holding various positions including chief executive and vice chairman. A graduate of Oxford University and a qualified chartered accountant, Sir David also holds an MBA from Harvard Business School.
	Other Directorships:	Chairman of Prudential plc since 2002.
		Member of the Financial Reporting Council since 2003.

A-3

Vivienne Cox	Age:	48
	Citizenship:	United Kingdom
	Director Since:	2005
	Rio Tinto Board Committees:	Audit Committee
	Principal Occupation:	Executive Vice President of BP p.l.c. for Gas Power & Renewables and Integrated Supply & Trading.
	Recent Business Experience:	Vivienne is currently executive vice president of BP p.l.c. for Gas Power & Renewables and Integrated Supply & Trading. She is a member of the BP group chief executive's committee. She holds degrees in chemistry from Oxford University and in business administration from INSEAD. During her career in BP she has worked in chemicals, exploration, finance, and refining and marketing.
	Other Directorships:	Non Executive Director of Eurotunnel plc between 2001 and 2004.
Sir Rod Eddington	Age:	57
	Citizenship:	Australia
	Director Since:	2005
	Rio Tinto Board Committees:	Nominations Committee, Committee on Social and Environmental Accountability
	Principal Occupation:	Director
	Recent Business Experience:	Sir Rod was chief executive of British Airways Plc until the end of September 2005. Prior to his role with British Airways, Sir Rod was Managing Director of Cathay Pacific Airways from 1992-1996 and Executive Chairman of Ansett Airlines from 1997-2000.
	Other Directorships:	Director of News Corporation plc since 1999.
		Director of John Swire & Son Pty Limited since 1997.
		Non executive chairman of JPMorgan Australia and New Zealand since January 2006.
		Director of CLP Holdings since January 2006.
		Director of Allco Finance Group Limited since July 2006.
		Chief executive British Airways Plc from 2000 until 2005.

A-4

		Chairman of the EU/Hong Kong Business Co-operation Committee of the Hong Kong Trade Development Council from 2002 until March 2006.
Michael Fitzpatrick	Age:	53
	Citizenship:	Australia
	Director Since:	2006
	Rio Tinto Board Committees:	Audit Committee, Remuneration Committee
	Principal Occupation:	Director
	Recent Business Experience:	Michael recently sold his interest in, and ceased to be a director of, Hastings Funds Management Ltd., the pioneering infrastructure asset management company which he founded in 1994. He is Chairman of the Victorian Funds Management Corporation, which manages funds on behalf of the State of Victoria, and of Treasury Group Limited, an incubator of fund management companies. He is a commissioner of the Australian Football League, having previously played the game professionally, and is a former chairman of the Australian Sports Commission.
	Other Directorships:	Managing director of Hastings Funds Management between 1994 and 2006.
		Chairman of the Victorian Funds Management Corporation since 2006.
		Chairman of Treasury Group Limited since 2005.
		Director of Pacific Hydro Limited between 1996 to 2004.
		Director of Australian Infrastructure Fund Limited from 1994 to 2005.
		Director of the Walter & Eliza Hall Institute of Medical Research since 2001.
Richard Goodmanson	Age:	59
	Citizenship:	United States
	Director Since:	2004
	Rio Tinto Board Committees:	Remuneration Committee, Committee on Social and Environmental Accountability (Chairman)
	Principal Occupation:	Executive Vice President and Chief Operating Officer of DuPont

A-5

	Recent Business Experience:	Richard is executive vice president and chief operating officer of DuPont and holds degrees in civil engineering, economics, commerce and a masters of business administration. During his career he has worked at senior levels for McKinsey & Co, PepsiCo and American West Airlines, where he was president and CEO. He joined DuPont in early 1999 and in his current position has responsibility for a number of the global functions, and for the non US operations of DuPont with particular focus on growth in emerging markets.
	Other Directorships:	Chairman of the United Way of Delaware since January 2006 (director since 2002).
		Director of the Boise Cascade Corporation between 2000 and 2004.
Andrew Gould	Age:	60
	Citizenship:	United Kingdom
	Director Since:	2002
	Rio Tinto Board Committees:	Audit Committee (Chairman), Remuneration Committee
	Principal Occupation:	Chairman and Chief Executive Officer of Schlumberger Limited
	Recent Business Experience:	Andrew is chairman and chief executive officer of Schlumberger Limited, where he has held a succession of financial and operational management positions, including that of executive vice president of Schlumberger Oilfield Services and president and chief operating officer of Schlumberger Limited. He has worked in Asia, Europe and the US. He joined Schlumberger in 1975. He holds a degree in economic history from Cardiff University and qualified as a chartered accountant with Ernst & Young.
	Other Directorships:	Chairman and Chief Executive Officer of Schlumberger Limited since 2003.
		Member of the UK Prime Minister's Council of Science and Technology.

A-6

Lord Kerr of Kinlochard	Age:	65
	Citizenship:	United Kingdom
	Director Since:	2003
	Rio Tinto Board Committees:	Audit Committee, Committee on Social and Environmental Accountability
	Principal Occupation:	Director
	Recent Business Experience:	An Oxford graduate, John was a member of the UK Diplomatic Service for 36 years and headed it from 1997 to 2002 as Permanent Under Secretary at the Foreign Office. On a secondment to the UK Treasury he was principal private secretary to two Chancellors of the Exchequer. His foreign service included periods in the Soviet Union and Pakistan, and as Ambassador to the European Union (1990 to 1995), and the US (1995 to 1997). He has been a member of the House of Lords since 2004.
	Other Directorships:	Deputy Chairman of Royal Dutch Shell plc since 2005.
		Director of The "Shell" Transport and Trading Company plc 2002 - 2005.
		Director of The Scottish American Investment Trust plc since 2002.
		Chairman of the Court and Council of Imperial College, London since 2005.
		Trustee of the Rhodes Trust since 1997. Fulbright Commissioner since 2004.
		Trustee of the National Gallery since 2002; Trustee of the Carnegie Trust since 2005.
David Mayhew	Age:	67
	Citizenship:	United Kingdom
	Director Since:	2000
	Rio Tinto Board Committees:	Nominations Committee, Audit Committee (in an advisory capacity)
	Principal Occupation:	Chairman of JP Morgan Cazenove

A-7

	Recent Business Experience:	David joined Cazenove in 1969 from Panmure Gordon. In 1972 he became the firm's dealing partner and was subsequently responsible for the Institutional Broking Department. From 1986 until 2001 he was the partner in charge of the firm's Capital Markets Department. He became Chairman of Cazenove on incorporation in 2001 and Chairman of JP Morgan Cazenove in 2005.
	Other Directorships:	Chairman of Cazenove Group Limited (formerly Cazenove Group plc) since 2001.
Sir Richard Sykes	Age:	64
	Citizenship:	United Kingdom
	Director Since:	1997
	Rio Tinto Board Committees:	Remuneration Committee (Chairman), Nominations Committee
	Principal Occupation:	Rector of Imperial College, London
	Recent Business Experience:	After reading microbiology at the University of London, Sir Richard obtained doctorates in microbial chemistry and in science from the University of Bristol and the University of London respectively. A former chairman of GlaxoSmithKline plc Sir Richard is a Fellow of the Royal Society.
	Other Directorships:	Director of Lonza Group Limited since 2003, Deputy Chairman since 2005.
		Chairman of the Healthcare Advisory Group (Apax Partners Limited) since 2002.
		Chairman of Metabometrix Limited since 2004. Director of Merlion Pharmaceuticals Pte Limited since 2005.
		Director of Abraxis BioScience since 2005.
		Chairman of Medeus (later Zeneus) Holdings Limited between 2004 and 2005.
		Chairman of GlaxoSmithKline plc between 2000 and 2002.
		Rector of Imperial College, London since 2001.
		Trustee of the Natural History Museum, London between 1996 and 2005 and of the Royal Botanic Gardens, Kew between 2003 and 2005.

A-8

Executive Officers Who Are Not Directors (as of July 24, 2007)

Leigh Clifford	Age:	59
	Citizenship:	Australia
	Director:	1994 to 30 April 2007
	Rio Tinto Board Committees:	None
	Principal Occupation:	Executive — Rio Tinto
	Recent Business Experience:	Leigh graduated from the University of Melbourne as a mining engineer and gained a Master of Engineering Science from the same University. He has held various roles in the Group's coal and metalliferous operations since joining in 1970, including managing director of Rio Tinto Limited, chief executive of the Energy group and, from 2000 to end April 2007, Chief Executive of Rio Tinto. He was a member of the Coal Industry Advisory Board of the International Energy Agency for a number of years and its chairman from 1998 to 2000.
	Other Directorships:	Director Barclays Bank plc since 2004.
		Director of Freeport-McMoRan Copper & Gold Inc between 2000 and 2004.
Preston Chiaro	Age:	53
	Citizenship:	United States
	Principal Occupation:	Chief Executive of the Rio Tinto Energy group
	Recent Business Experience:	Preston was appointed chief executive of the Energy group in September 2003. He heads the Group's climate change and sustainable development leadership panels. He joined the Group in 1991 at Kennecott Utah Copper's Bingham Canyon mine as vice president, technical services. In 1995 he became vice president and general manager of Boron operations in California. He was chief executive of Rio Tinto Borax from 1999 to 2003.

A-9

Bret Clayton	Age:	44
	Citizenship:	United States
	Principal Occupation:	Chief Executive of the Rio Tinto Copper group
	Recent Business Experience:	Bret was appointed chief executive of the Copper group in July 2006. He joined the Group in 1995 and has held a series of management positions, including chief financial officer of Rio Tinto Iron Ore and president and chief executive officer of Rio Tinto Energy America. Prior to joining the Group, Bret worked for PricewaterhouseCoopers for nine years, auditing and consulting to the mining industry. He has been a member of the Executive Committee of the International Copper Association since July 2006.
Oscar Groeneveld	Age:	53
	Citizenship:	Australia
	Principal Occupation:	Chief Executive of the Rio Tinto Aluminium group
	Recent Business Experience:	Oscar has been with the Group for 30 years and was appointed chief executive of the Aluminium group in October 2004. He has qualifications in engineering, science and management and is also responsible for Rio Tinto Japan, Kennecott Land and heads the Group's Safety Leadership Panel. He has occupied senior roles in coal, aluminium and technology and was Copper group chief executive from 1999 to 2004. He was an executive director of the Group from 1998 to 2004.
Keith Johnson	Age:	45
	Citizenship:	United Kingdom
	Principal Occupation:	Chief Executive, Business Resources
	Recent Business Experience:	Keith was appointed chief executive, Business Resources on 1 June 2007, having been Chief Executive, Diamonds since 2003. He holds degrees in mathematics and management and is a Fellow of the Royal Statistical Society. Prior to joining Rio Tinto he worked in analytical roles in the UK Treasury, private consulting and the oil industry. He joined Rio Tinto in 1991 and has held a series of management positions including head of Business Evaluation and most recently as managing director of Comalco Mining and Refining.

A-10

Andrew Mackenzie	Age:	50
	Citizenship:	United Kingdom
	Principal Occupation:	Chief Executive of the Rio Tinto Diamonds and Industrial Minerals group
	Recent Business Experience:	Andrew joined Rio Tinto in 2004 as chief executive Industrial Minerals, previously he had been group vice president, BP Petrochemicals. He spent 22 years with BP primarily in the UK and North America in senior positions including head of Capital Markets in BP Finance, chief reservoir engineer with oversight of oil and gas reserves and production, head of Government and Public Affairs worldwide and group vice president Technology which included responsibility for research and development and engineering.
Grant Thorne	Age:	57
	Citizenship:	Australia
	Principal Occupation:	Chief Executive of the Rio Tinto Technology and Innovation group.
	Recent Business Experience:	Grant was appointed Group executive, Technology and Innovation on 1 June 2007. After tertiary study at the University of Queensland, he joined the Group in 1975 and has held senior operational roles in base metals, aluminium and coal. He was Vice-president of Research and Technology for Comalco from 1994 to 1995. His service has included appointments in Australia, Indonesia, Papua New Guinea and UK. Prior to his current appointment, he was Managing Director of Rio Tinto's coal business in Australia. Grant is a Fellow and Chartered Professional (Management) of the Australasian Institute of Mining and Metallurgy.
		Member of the Coal Industry Advisory Board to the International Energy Agency from 2002 to 2006. Director of The Wesley Research Institute from 2002 to 2003. President of the Queensland Resources Council from 2002 to 2004. Managing Director of Coal and Allied Industries from 2004 to 2006.

A-11

Sam Walsh	Age:	57
	Citizenship:	Australia
	Principal Occupation:	Chief Executive of the Rio Tinto Iron Ore group
	Recent Business Experience:	Sam was appointed chief executive of the Iron Ore group in 2004. He joined Rio Tinto in 1991, following 20 years in the automotive industry at General Motors and Nissan Australia. He has held a number of management positions within the Group, including managing director of Comalco Foundry Products, CRA Industrial Products, Hamersley Iron Sales and Marketing, Hamersley Iron Operations, vice president of Rio Tinto Iron Ore (with responsibility for Hamersley Iron and Robe River) and from 2001 to 2004 chief executive of the Aluminium group. Sam is also a Fellow of the Australian Institute of Management and the Australian Institute of Mining and Metallurgy.

Directors of Rio Tinto Canada Holding Inc.

Ian C. Ratnage	Age:	59
	Citizenship:	United Kingdom
	Principal Occupation:	Global Head of Treasury
	Recent Business Experience:	Ian joined Rio Tinto in 1976 and held a number of senior financial positions prior to becoming Head of Treasury in 1992. He is a Fellow of the Institute of Chartered Accountants in England and Wales and a member of the Association of Corporate Treasurers. He is also a graduate of Harvard Business School (PMD1991).
	Other Directorships:	No external appointments.

A-12

Michel Jutras	Age:	57
	Citizenship:	Canada
	Principal Occupation:	Country Representative — Rio Tinto Canada (RTC) and General Counsel and Secretary of Rio Tinto Iron & Titanium
	Recent Business Experience:	Michel joined QIT-Fer et Titane Inc. in 1986 as General Counsel. The business was acquired by the Rio Tinto Group in 1989 and has continued since then under the above banner. He preceded his current association by a 10-year career in private practice and as in-house counsel with a major resource company where he held a number of positions in the company's operations in North America.
	Other Directorships:	In addition to his position as the chief legal officer, Michel also serves on the Boards of several companies and committees of the Group, including Rio Tinto Canada Inc., Diavik Diamond Mines Inc., Richards Bay Iron & Titanium (Pty) Ltd, Kennecott Canada Exploration Inc. and QIT Madagascar Minerals Ltd.
Jocelin Paradis	Age:	41
	Citizenship:	Canada
	Principal Occupation:	Vice-President Tax for Rio Tinto in Canada
	Recent Business Experience:	Vice-President Tax of the Rio Tinto Group in Canada since June 2005. Taxation Executive for Rio Tinto plc from January 2004 to June 2006. Assistant Tax Manager of Rio Tinto Fer et Titane from September 2001 to January 2004.
	Other Directorships:	Rio Tinto Iron & Titanium Inc., The Consolidated Zinc Corporation of Canada Ltd., Waite Lakes Mines Inc., Rio Tinto Canada Inc. and Rio Tinto Services Canada Inc.

A-13

The Depositary for the Offer is:

COMPUTERSHARE INVESTOR SERVICES INC.

In Canada
By Mail:	By Registered Mail, Hand or by Courier:
P.O. Box 7025 31 Adelaide Street East Toronto, Ontario M5C 2T1 Attention: Corporate Actions	100 University Avenue 9th Floor Toronto, Ontario M5J 2Y1 Attention: Corporate Actions
Toll Free (North America): 1-866-624-1341 Overseas: +1 (514) 982-7555 Email: corporateactions@computershare.com

Montréal		Vancouver	Calgary
By Hand:	Registered Mail or by Courier:	By Registered Mail, Hand or by Courier:	By Registered Mail, Hand or by Courier:
650 de Maisonneuve Blvd West Suite 700 Montréal, Quebec H3A 3S8	1500 University Street Suite 700 Montréal, Quebec H3A 3S8	510 Burrard Street 2nd Floor Vancouver, British Columbia V6C 3B9	Western Gas Tower Suite 600, 530 8th Avenue S.W. Calgary, Alberta T2P 3S8

In the United States:
By Mail: c/o Computershare Trust Company, N.A. Attention: Corporate Actions P.O. Box 43014 Providence, Rhode Island 02940-3014	By Hand or by Courier: c/o Computershare Trust Company, N.A. Attention: Corporate Actions 250 Royall Street Canton, Massachusetts 02021
The Dealer Managers for the Offer are:
In the United States:	In Canada:
Deutsche Bank Securities Inc. 60 Wall Street New York, New York 10005 Toll Free: 1 (877) 221-7676	CIBC World Markets Inc. 161 Bay Street, 6th Floor Toronto, Ontario M5J 2S8 Toll Free: 1 (866) 744-2030 (English) Telephone: (514) 847-6638 (French)

The Information Agent for the Offer is:

100 University Avenue
11^th Floor, South Tower
Toronto, Ontario
M5J 2Y1
North American Toll Free: 1 (888) 605-7629

European Union Free Call: 00 800 6540 6540
Australia Free Call: 1 (800) 216 071

Any questions and requests for assistance may be directed by Alcan Shareholders to the Dealer Managers, the Depositary or the Information Agent at their respective telephone numbers and locations set forth above.

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NOTICE TO SHAREHOLDERS IN THE UNITED STATES
NOTICE TO SHAREHOLDERS IN FRANCE
HOLDERS IN BELGIUM OF SHARES AND IDRs
NOTICE TO HOLDERS OF OPTIONS
EXCHANGE RATE INFORMATION
FORWARD-LOOKING STATEMENTS
CERTAIN DEFINED TERMS
TABLE OF CONTENTS
QUESTIONS AND ANSWERS
SUMMARY OF THE OFFER
MARKET PRICES
REPORTING CURRENCIES AND FINANCIAL PRINCIPLES
OFFER
CIRCULAR
ABOUT RIO TINTO
ABOUT RIO TINTO CANADA HOLDING INC.
ABOUT ALCAN INC.
RELATIONSHIPS BETWEEN THE OFFEROR AND ALCAN
BACKGROUND TO THE OFFER
SUPPORT AGREEMENT
PURPOSE OF THE OFFER
SOURCE AND AMOUNT OF FUNDS
FEES AND EXPENSES
EFFECT OF THE OFFER ON THE MARKET FOR ALCAN COMMON SHARES; STOCK EXCHANGE LISTING AND PUBLIC DISCLOSURE
REGULATORY MATTERS
ACQUISITION OF SHARES NOT DEPOSITED
MATERIAL CANADIAN FEDERAL INCOME TAX CONSIDERATIONS
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS
WHERE YOU CAN FIND ADDITIONAL INFORMATION
ALCAN INFORMATION
LEGAL MATTERS
STATUTORY RIGHTS
DIRECTORS' APPROVAL
APPROVAL AND CERTIFICATE OF RIO TINTO CANADA HOLDING INC.
APPENDIX A DIRECTORS AND EXECUTIVE OFFICERS OF THE OFFEROR AND RIO TINTO
Directors (Including Executive Officers Who Are Directors) (as of July 24, 2007)
Executive Officers Who Are Not Directors (as of July 24, 2007)
Directors of Rio Tinto Canada Holding Inc.
The Depositary for the Offer is: COMPUTERSHARE INVESTOR SERVICES INC.

EX-99.(A)(1)(B)

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Exhibit 99(a)(1)(B)

The Instructions accompanying this Letter of Transmittal should be read carefully before this Letter of Transmittal is completed. The Dealer Managers, Soliciting Dealers (if the Offeror decides to form a Soliciting Dealer Group), the Depositary and the Information Agent can assist you in completing this Letter of Transmittal (see the back page of this document for addresses and telephone numbers).

LETTER OF TRANSMITTAL

for Deposit of Common Shares of

ALCAN INC.

Pursuant to the Offer to Purchase, dated July 24, 2007, made by

RIO TINTO CANADA HOLDING INC.,

an indirect wholly-owned subsidiary of Rio Tinto plc,

RIO TINTO

RECOMMENDED CASH OFFER

USE THIS LETTER OF TRANSMITTAL IF:

1.

YOU ARE DEPOSITING ALCAN COMMON SHARE CERTIFICATES AND RIGHTS CERTIFICATES, IF APPLICABLE; OR

2.

YOU ARE FOLLOWING PROCEDURES FOR BOOK-ENTRY TRANSFER (FOR DTC ACCOUNTS) AND DO NOT HAVE AN AGENT'S MESSAGE; OR

3.

YOU PREVIOUSLY DEPOSITED ALCAN COMMON SHARES OR RIGHTS CERTIFICATES, IF APPLICABLE, PURSUANT TO A NOTICE OF GUARANTEED DELIVERY.

THE OFFER WILL BE OPEN FOR ACCEPTANCE UNTIL 6:00 P.M.,
EASTERN TIME, ON SEPTEMBER 24, 2007, UNLESS
EXTENDED OR WITHDRAWN BY THE OFFEROR.

        This Letter of Transmittal (this "Letter of Transmittal") (or a manually signed facsimile copy hereof), properly completed and duly executed in accordance with the instructions set out herein, together with all other required documents, must accompany share certificates ("Alcan Common Share Certificates") and rights certificates ("Rights Certificates"), if applicable, representing each issued and outstanding common share (the "Alcan Common Shares") of Alcan Inc., a corporation organized under the laws of Canada ("Alcan"), together with the associated rights (the "Alcan Rights") issued and outstanding under Alcan's Shareholder Rights Plan which is described under "Offer — Shareholder Rights Plan" in the circular (the "Circular") accompanying the Offer to Purchase (as defined below), deposited pursuant to the offer dated July 24, 2007 (the "Offer") made by Rio Tinto Canada Holding Inc., a Canadian corporation (the "Offeror"), an indirect wholly-owned subsidiary of Rio Tinto plc, a public limited company incorporated under the laws of England and Wales, ("Rio Tinto"), to purchase each issued and outstanding Alcan Common Share and accompanying Alcan Right for U.S.$101 (equivalent to Cdn$105.44 based on the July 20, 2007 Bank of Canada Noon Rate) per Alcan Common Share in cash (less any applicable withholding taxes and without interest) (the "Offer Consideration"). Unless the Separation Time has occurred (as described under "Shareholder Rights Plan" in the Circular), the term "Alcan Common Shares" as used in this Letter of Transmittal includes the accompanying Alcan Rights attached to those Alcan Common Shares. After the Separation Time has occurred, the Alcan Rights will be evidenced by Rights Certificates and Alcan Common Shares alone will be evidenced by Alcan Common Share Certificates.

        The terms and conditions of the offer to purchase dated July 24, 2007 (the "Offer to Purchase") are incorporated by reference in this Letter of Transmittal. Capitalized terms used but not defined in this Letter of Transmittal which are defined in the Offer to Purchase have the meanings ascribed to them therein.

        This Letter of Transmittal is to be used for the deposit of Alcan Common Shares and Alcan Rights. Depositing Alcan shareholders may use this Letter of Transmittal if Alcan Common Share Certificates (and/or Rights Certificates, if applicable) are to be forwarded herewith. Alcan shareholders may also accept the Offer by (i) following the procedures for book-entry transfer established by the Canadian Depository for Securities Limited ("CDS"), provided that a Book-Entry Confirmation through the CDS on-line tendering system pursuant to which book-entry transfers may be effected (the "CDSX") is received by the Depositary (as defined below) at its offices specified in this Letter of Transmittal prior to the Expiry Time of the Offer, or (ii) following the procedures for book-entry transfer established by the Depository Trust Company ("DTC"), provided that a Book-Entry Confirmation, together with an Agent's Message in respect thereof, or a properly completed and duly executed Letter of Transmittal and any other required documents are received by the Depositary at its offices specified in this Letter of Transmittal prior to the Expiry Time of the Offer. Alcan shareholders accepting the Offer through book-entry transfer must make sure such documents or Agent's Message are received by the Depositary. See the section of the Offer to Purchase entitled "Offer — Manner of Acceptance — Book-Entry Transfer."

        An Alcan shareholder who wishes to deposit Alcan Common Shares and Alcan Rights pursuant to the Offer and whose Alcan Common Shares and Alcan Rights are registered in the name of a broker, dealer, commercial bank, trust company or other nominee should immediately contact such broker, dealer, commercial bank, trust company or other nominee in order to take the necessary steps to be able to deposit such Alcan Common Shares and Alcan Rights pursuant to the Offer.

        Alcan shareholders who wish to deposit Alcan Common Shares and Alcan Rights pursuant to the Offer and (a) whose Alcan Common Share Certificates and/or Rights Certificates, if applicable, are not immediately available, (b) who cannot deliver their Alcan Common Share Certificates and/or Rights Certificates, if applicable, and all other required documents to the Depositary before the Expiry Time, (c) who cannot comply with the procedures for book-entry transfer on a timely basis, or (d) if the Separation Time has occurred before the Expiry Time but Rights Certificates have not been distributed to Alcan shareholders before the Expiry Time, may nevertheless deposit such Alcan Common Shares and Alcan Rights pursuant to the Offer by following the procedures for guaranteed delivery set forth in the section of the Offer to Purchase entitled "Offer — Manner of Acceptance — Procedures for Guaranteed Delivery." See Instruction 2.

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH BELOW WILL NOT CONSTITUTE A VALID DELIVERY TO THE DEPOSITARY. YOU MUST SIGN THIS LETTER OF TRANSMITTAL IN THE APPROPRIATE SPACE PROVIDED BELOW WITH SIGNATURE GUARANTEE IF REQUIRED, AND COMPLETE EITHER THE SUBSTITUTE FORM W-9 SET FORTH BELOW OR THE APPLICABLE FORM W-8. SEE INSTRUCTION 9.

2

Please read carefully the Instructions set forth below before completing this Letter of Transmittal.

TO:	Rio Tinto Canada Holding Inc.
AND TO:	Computershare Investor Services Inc. (the "Depositary"), at its addresses set forth below

        The undersigned hereby deposits the Alcan Common Shares and Alcan Rights listed below and, subject only to the provisions of the Offer regarding withdrawal of deposited Alcan Common Shares, irrevocably accepts the Offer for such Alcan Common Shares upon the terms and subject to the conditions set forth in this Letter of Transmittal and the Offer (including if the Offer is extended or amended, the terms and conditions of such extension or amendment), receipt of which is hereby acknowledged. Alcan shareholders who have deposited Alcan Common Shares pursuant to the Offer will be deemed to have deposited the Alcan Rights associated with such Alcan Common Shares. No additional payment will be made for the Alcan Rights and no amount of the consideration to be paid by the Offeror will be allocated to the Alcan Rights. Unless waived by the Offeror, holders of Alcan Common Shares are required to deposit one Alcan Right for each Alcan Common Share in order to effect a valid deposit of such Alcan Common Share or, if available, a Book-Entry Confirmation must be received by the Depositary with respect thereto.

DESCRIPTION OF ALCAN COMMON SHARES DEPOSITED
Common Shares Certificate Number(s)*	Name(s) in which Common Shares are Registered	Number of Common Shares Represented by Certificate*	Number of Common Shares Deposited**
	Total Common Shares:

DESCRIPTION OF ALCAN RIGHTS DEPOSITED*** (To be completed if necessary)
Alcan Rights Certificate Number(s)*	Name(s) in which Alcan Rights are Registered	Number of Alcan Rights Represented by Certificate*	Number of Alcan Rights Deposited**
	Total Alcan Rights:

*

Need not be completed if transfer is made by book entry.

**

Unless otherwise indicated, it will be assumed that all Alcan Common Shares evidenced by any Alcan Common Share Certificates and all Alcan Rights evidenced by any Rights Certificates, if applicable, delivered to the Depositary are being deposited. See Instruction 3.

***

The following procedures must be followed in order to effect the valid delivery of Rights Certificates: (i) if the Separation Time (as defined under the Shareholder Rights Plan) does not occur before the Expiry Time, a deposit of Alcan Common Shares by the undersigned will also constitute a deposit of the associated Alcan Rights; (ii) if Rights Certificates are distributed by Alcan to the Alcan shareholders prior to the time that the holder's Alcan Common Shares are deposited pursuant to the Offer, in order for the Alcan Common Shares to be validly deposited, Rights Certificate(s) representing Alcan Rights equal in number to the number of Alcan Common Shares deposited must be delivered to the Depositary; or (iii) if the Separation Time occurs before the Expiry Time and Rights Certificates are not distributed by the time that an Alcan shareholder deposits its Alcan Common Shares pursuant to the Offer, the Alcan shareholder may deposit its Alcan Rights before receiving Rights Certificate(s) by using the guaranteed delivery procedure described below. See Instruction 2. In any case, a deposit of Alcan Common Shares constitutes an agreement by the undersigned to deliver Rights Certificate(s) representing Alcan Rights equal in number to the number of Alcan Common Shares deposited pursuant to the Offer to the Depositary, before 5:00 p.m. (local time at the place of deposit) on the second trading day on the TSX after the date, if any, that Rights Certificate(s) are distributed. The Offeror reserves the right to require, if Rights Certificates are required to be issued,

3

that the Depositary, prior to taking up the Alcan Common Shares for payment pursuant to the Offer, receives Rights Certificate(s) from the undersigned representing Alcan Rights equal in number to the Alcan Common Shares deposited by the undersigned.

        Subject to, and effective on and after the date that the Offeror takes up and pays for the Alcan Common Shares deposited herewith in accordance with the terms of the Offer (which can only be once all conditions to the Offer have been satisfied or, to the extent permitted by law or the Support Agreement, waived), the undersigned hereby sells, assigns and transfers to, or upon the order of, the Offeror all right, title and interest in and to all Alcan Common Shares deposited hereby (the "Purchased Alcan Common Shares") and any and all stock dividends, securities, rights (including Alcan Rights), warrants or other non-cash interests or distributions which may be accrued, declared, paid, issued, distributed, made or transferred on or in respect of such Alcan Common Shares and which are made payable or distributable to the holders of those Alcan Common Shares of record on a date on or after the date of the Offer (collectively, "Other Securities").

        If Alcan should declare or pay any cash dividend (other than its normal quarterly cash dividend per Alcan Common Share of $0.20 or less in accordance with Alcan's current dividend policy, including as to timing of declaration and payment, which quarterly cash dividend is payable before the Expiry Time) or make any other cash distribution in respect of Alcan Common Shares after July 12, 2007, the undersigned shall receive and hold such dividend or distribution for the account of the Offeror and (i) to the extent that such cash dividends or cash distributions do not exceed the amount payable in cash to the depositing Alcan shareholder pursuant to the Offer, the amount payable to the undersigned will be reduced by the amount of any such dividend or distribution; and (ii) the amount by which any such cash dividend or cash distribution exceeds the amount payable in cash to the undersigned shall be remitted promptly by the undersigned to the Depositary or another person designated by the Offeror for the Offeror's account accompanied by appropriate documentation of transfer. Pending such remittance, the Offeror shall be entitled to all rights and privileges as the owner of any such dividend, distribution or rights and may deduct the value thereof from the amount payable in cash by it pursuant to the Offer to the depositing Alcan shareholder.

        Subject to, and effective on and after the date that the Offeror takes up and pays for the Alcan Common Shares deposited herewith in accordance with the terms of the Offer, the undersigned hereby irrevocably appoints the Offeror or its designee as the true and lawful agent, attorney and attorney-in-fact of the undersigned with respect to the Purchased Alcan Common Shares (and any Other Securities). This appointment is effective from and after the date the Purchased Alcan Common Shares are taken up and paid for under the Offer and affords the Offeror full power of substitution (such power of attorney being coupled with an interest and irrevocable), in the name and on behalf of the undersigned, to:

•

register, record, transfer and enter the transfer of the Purchased Alcan Common Shares and any Other Securities on the books of Alcan;



•

vote, execute and deliver any instruments of proxy, authorizations and consents in form and on terms satisfactory to the Offeror in respect of any Purchased Alcan Common Shares and any or all Other Securities, revoke any such instrument, authorization or consent given prior to or after the date the Purchased Alcan Common Shares are taken up and paid for under the Offer, designate in any such instruments of proxy any person(s) as the proxy or the proxy nominee(s) of the undersigned in respect of those Purchased Alcan Common Shares and those Other Securities for all purposes;



•

execute, endorse and negotiate any cheques or other instruments representing any distribution payable to the holder; and



•

exercise any and all other rights of a holder of Purchased Alcan Common Shares and any Other Securities.

        The foregoing proxies are effective only upon the Offeror taking up and paying for the Alcan Common Shares deposited pursuant to the Offer. All prior proxies and other authorizations (including, without limitation, all appointments of any agent, attorney or attorney-in-fact) or consents given by the undersigned with respect to those Purchased Alcan Common Shares and Other Securities shall be revoked as of the date on which the Purchased Alcan Common Shares and Other Securities are taken up and paid for under the Offer and no subsequent proxies or other authorizations or consents may be given by the undersigned with respect to those Purchased Alcan Common Shares or Other Securities.

4

        The undersigned understands that, in order for Alcan Common Shares to be deemed validly deposited, immediately upon the Offeror's taking up of such Alcan Common Shares for payment, the Offeror or its designee must be able to exercise full voting, consent and other rights with respect to such Alcan Common Shares and Other Securities, including, without limitation, voting at any meeting of holders of such securities. Accordingly, from and after the date on which the Purchased Alcan Common Shares are taken up and paid for under the Offer, the undersigned hereby agrees:

•

not to vote any of the Purchased Alcan Common Shares or Other Securities at any meeting (whether annual, special or otherwise or any adjournment or postponement thereof including, without limitation, any meeting to consider a subsequent acquisition transaction) of holders of those securities;



•

except as otherwise may be agreed, not to exercise any other rights or privileges attached to any of those securities; and



•

to deliver to the Offeror any and all instruments of proxy, authorizations or consents received in respect of all those securities.

        The undersigned understands that deposits of Alcan Common Shares and Alcan Rights pursuant to any of the procedures described in the section of the Offer to Purchase entitled "Offer — Manner of Acceptance" and in the Instructions hereto will create and constitute a binding agreement between the undersigned and the Offeror upon the terms and subject to the conditions set forth in the Offer (including, if the Offer is extended or amended, the terms and conditions of such extension or amendment), including the undersigned's representation and warranty that:

•

the undersigned has full power and authority to deposit, sell, assign and transfer the Alcan Common Shares (and any Other Securities) and Alcan Rights being deposited and has not sold, assigned or transferred or agreed to sell, assign or transfer any of such Alcan Common Shares (and Other Securities) or Alcan Rights to any other person;



•

the undersigned owns the Alcan Common Shares (and any Other Securities) and Alcan Rights being deposited within the meaning of all applicable securities laws;



•

the deposit of those Alcan Common Shares (and any Other Securities) and Alcan Rights complies with all applicable securities laws; and



•

when those Alcan Common Shares (and any Other Securities) and Alcan Rights are taken up and paid for under the Offer, the Offeror will acquire good title to such Alcan Common Shares and Alcan Rights free and clear of all liens, restrictions, charges, encumbrances and claims.

        Without limiting the foregoing, if the consideration to be delivered in the Offer is amended in accordance with the Offer, the consideration to be delivered to the undersigned will be the amended consideration notwithstanding the fact that a different consideration is stated in this Letter of Transmittal. The undersigned recognizes that if the conditions to the Offer are not satisfied or waived, the Offeror may not be required to take up and pay for any Alcan Common Shares deposited under the Offer.

        The undersigned, upon request, will execute and deliver any additional documents, transfers and other assurances deemed by the Depositary or the Offeror to be necessary or desirable to complete the sale, assignment and transfer of the Alcan Common Shares, the Alcan Rights or Other Securities deposited hereby.

        All authority herein conferred or agreed to be conferred shall not be affected by and shall survive the death, incapacity, bankruptcy or insolvency of the undersigned, and any obligation of the undersigned hereunder shall be binding upon the heirs, executors, administrators, attorneys, personal representatives, successors and assigns of the undersigned.

        Alcan Common Shares and Alcan Rights deposited under the Offer may be withdrawn by or on behalf of the depositing shareholder (i) at any time before the time Alcan Common Shares are taken up and paid for under the Offer, (ii) during the Subsequent Offering Period, provided, however, that this right of withdrawal will not apply in respect of Alcan Common Shares taken up and paid for by the Offeror prior to the Subsequent Offering Period, or (iii) in certain other circumstances as described in the section of the Offer to Purchase

5

entitled "Offer — Right to Withdraw." The Offeror will not amend the Offer to alter the withdrawal rights of Alcan shareholders.

        The undersigned hereby requests that, upon the Offeror taking up the Alcan Common Shares deposited hereby, the Depositary and the Offeror issue in the name of the undersigned (i) Alcan Common Share Certificates representing any Alcan Common Shares submitted to the Depositary but not deposited or not taken up (or, in the case of Alcan Common Shares deposited by book-entry transfer, credit the Alcan Common Shares to the account at DTC, specified in Block D below), and (ii) a cheque for cash payable in U.S. dollars.

        Unless the undersigned instructs the Depositary to hold for pick-up the cheque and any Alcan Common Share Certificates by checking the appropriate box below, the cheque and any Alcan Common Share Certificates will be forwarded by first class mail to the undersigned at the address set forth below. If no address is specified, the cheque and Alcan Common Share Certificates will be forwarded to the address of the Alcan shareholder as shown on the register of Alcan shareholders maintained by or on behalf of Alcan. The undersigned acknowledges that the Offeror has no obligation pursuant to the instructions given below to transfer any Alcan Common Shares deposited by the undersigned from the name of the registered holder thereof if the Offeror does not take up and pay for any of the Alcan Common Shares deposited by the undersigned.

        By reason of the use by the undersigned of an English language form of Letter of Transmittal, the undersigned shall be deemed to have required that any contract evidenced by the Offer as accepted through this Letter of Transmittal, as well as all documents related thereto, be drawn exclusively in the English language. En raison de l'usage d'une lettre d'envoi en langue anglaise par le soussigné, le soussigné et les destinataires sont présumés avoir requis que tout contrat attesté par l'offre acceptée par cette lettre d'acceptation et d'envoi, de même que tous les documents qui s'y rapportent, soient rédigés exclusivement en langue anglaise.

6

ALCAN SHAREHOLDER INFORMATION AND INSTRUCTIONS

Please review carefully and complete the following boxes, as appropriate.

BLOCK A

REGISTRATION AND PAYMENT INSTRUCTIONS

The cheque for cash payable pursuant to the Offer (less any applicable withholding taxes and without interest) and/or Alcan Common Share Certificates (and Rights Certificates, if applicable) not deposited or accepted for take-up are to be issued in the name of:

(Name)

(Street Address and Number)

(City and Province or State)

(Country and Postal (or Zip) Code)

(Telephone — Business Hours)

(Taxpayer Identification Number, Social Security Number or Social Insurance Number, see Substitute Form W-9 included herein)

BLOCK B
DELIVERY INSTRUCTIONS

SEND the cheque for cash payable pursuant to the Offer (less any applicable withholding taxes and without interest) and/or Alcan Common Share Certificates (and Rights Certificates, if applicable) not deposited or accepted for take-up (unless Block C is checked) to:

o Same as address in Block A (check box) or to:

(Name)

(Street Address and Number)

(City and Province or State)

(Country and Postal (or Zip) Code)

(Telephone — Business Hours)

(Taxpayer Identification Number, Social Security Number or Social Insurance Number)

BLOCK C
SPECIAL PICK-UP INSTRUCTIONS

o    HOLD THE CHEQUE AND/OR ALCAN COMMON SHARE CERTIFICATES (AND RIGHTS CERTIFICATES, IF APPLICABLE) NOT DEPOSITED OR ACCEPTED FOR TAKE-UP FOR PICK-UP AT THE OFFICE OF THE DEPOSITARY WHERE THIS LETTER OF TRANSMITTAL IS DEPOSITED (check box)

7

BLOCK D
BOOK-ENTRY TRANSFER

o    CHECK HERE IF ALCAN COMMON SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO THE DEPOSITARY'S ACCOUNT AT DTC AND COMPLETE THE FOLLOWING:

Name of Tendering Institution

Account Number

Transaction Code Number

BLOCK E STATUS AS A U.S. SHAREHOLDER
INDICATE WHETHER YOU ARE A U.S. SHAREHOLDER OR ARE ACTING ON BEHALF OF A U.S. SHAREHOLDER.
A "U.S. Shareholder" is any holder of Alcan Common Shares that is a resident of the U.S. or any territory or possession thereof or that is a U.S. person for U.S. federal income tax purposes.
o	The person signing this Letter of Transmittal represents that it is not a U.S. Shareholder and is not acting on behalf of a U.S. Shareholder.
o	The person signing this Letter of Transmittal is a U.S. Shareholder or is acting on behalf of a U.S. Shareholder.
IF YOU ARE A U.S. SHAREHOLDER OR ACTING ON BEHALF OF A U.S. SHAREHOLDER, IN ORDER TO AVOID U.S. FEDERAL BACKUP WITHHOLDING TAX ON PAYMENTS MADE PURSUANT TO THE OFFER, YOU MUST FURNISH A SUBSTITUTE FORM W-9. (SEE BELOW)

BLOCK F
DEPOSIT PURSUANT TO NOTICE OF GUARANTEED DELIVERY

o    CHECK HERE IF ALCAN COMMON SHARES (AND/OR ALCAN RIGHTS) ARE BEING DEPOSITED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING:

Name of Registered Holder

Date of Execution of Notice of Guaranteed Delivery

Window Ticket Number, if any

Name of Institution which Guaranteed Delivery

If guaranteed delivery of Alcan Common Shares is by book-entry transfer, also provide the following information:

Account Number

Transaction Code Number

8

BLOCK G DEALER OR BROKER SOLICITING ACCEPTANCE OF THE OFFER Complete, if applicable, in accordance with Instruction 7
The owner signing this Letter of Transmittal represents that the dealer or broker who solicited and obtained this deposit is:
(Firm)	(Telephone Number)
(Address)	(Facsimile Number)
(Registered Representative)	(Registered Representative Identification Number)

o
CHECK HERE IF LIST OF BENEFICIAL HOLDERS IS ATTACHED

o
CHECK HERE IF DISKETTE TO FOLLOW

9

SHAREHOLDER SIGNATURE
(also complete Substitute Form W-9 included herein, if applicable)

Signature guaranteed by (if required under Instructions 1 and 4):	Dated:
Authorized Signature of Guarantor	Signature of Shareholder or Authorized Representative — (See Instruction 4)
Name of Guarantor (please print or type)	Name of Shareholder (please print or type)
Address of Guarantor (please print or type)	Daytime Telephone Number of Shareholder
	Fax Number of Shareholder
	Social Insurance Number or Social Security Number or Taxpayer Identification Number of Shareholder
	Name of Authorized Representative, if applicable (please print or type)
	Daytime Telephone Number of Authorized Representative
	Fax Number of Authorized Representative

10

INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER

1.    Signature Guarantees.    If this Letter of Transmittal is signed by a person other than the registered holder(s) of Alcan Common Shares (and/or Alcan Rights) deposited herewith, or if deposited Alcan Common Shares (and Alcan Rights) not purchased are to be returned to a person other than such registered holder(s) or sent to an address other than the address of the registered holder(s) as shown in the register of Alcan Common Share holders maintained by or on behalf of Alcan, or if a cheque is to be issued in the name of a person other than the registered holder(s) of the Alcan Common Shares deposited herewith, such signature must be guaranteed by an Eligible Institution (as defined herein) (except that no guarantee is required if the signature is that of an Eligible Institution) or in some other manner acceptable to the Depositary.

        An "Eligible Institution" means a Canadian Schedule I chartered bank, a major trust company in Canada, a broker, dealer, credit union, savings association or other entity which is a member in good standing of a recognized Medallion Program approved by the Securities Transfer Association Inc., including the Securities Transfer Agents Medallion Program (STAMP), the Stock Exchange Medallion Program (SEMP) and the New York Stock Exchange Medallion Signature Program (MSP), or any other "eligible guarantor institution" (as defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended). Members of these programs are usually members of a recognized stock exchange in Canada or the United States, members of the Investment Dealers Association of Canada, members of the National Association of Securities Dealers or banks and trust companies in the United States.

2.    Requirements of Deposit.    This Letter of Transmittal (or a manually signed facsimile copy hereof), properly completed and duly executed as required by the instructions set forth below, together with accompanying Alcan Common Share Certificates evidencing deposited Alcan Common Shares (and/or Rights Certificates evidencing Alcan Rights) (or, alternatively, a book-entry transfer, unless an Agent's Message is utilized, for Alcan shareholders accepting the Offer by following the procedures for book-entry transfer established by DTC) and all other documents required by the terms of the Offer and this Letter of Transmittal, must be received by the Depositary at one of its addresses set forth below prior to the Expiry Time for the Offer unless the Offer is extended or withdrawn or unless the procedures for guaranteed delivery set forth below are employed. Alcan shareholders accepting the Offer using book-entry transfer must ensure that the required documents are sent to the Depositary at any of its offices set forth below.

        If an Alcan shareholder wishes to deposit Alcan Common Shares pursuant to the Offer and (a) the Alcan Common Share Certificates representing those Alcan Common Shares, and/or the Rights Certificates representing the Alcan Rights associated therewith, if applicable, are not immediately available, (b) such shareholder cannot deliver the Alcan Common Share Certificates and/or Rights Certificates, if applicable, and all other required documents to the Depositary before the Expiry Time, (c) such shareholder cannot comply with the procedures for book-entry transfer on a timely basis, or (d) if the Separation Time has occurred before the Expiry Time but Rights Certificates have not been distributed to Alcan shareholders before the Expiry Time, such Alcan Common Shares may nevertheless be deposited pursuant to the Offer if all of the following conditions are met: (i) the deposit is made by or through an Eligible Institution; (ii) a properly completed and duly executed Notice of Guaranteed Delivery in the form accompanying the Offer (or a manually signed facsimile thereof) is received by the Depositary at any of the offices specified in the Notice of Guaranteed Delivery at or before the Expiry Time; (iii) the Alcan Common Share Certificates (or Book-Entry Confirmation) representing the deposited Alcan Common Shares and, if Rights Certificates have been distributed to shareholders before the Expiry Time, the Rights Certificate(s) representing the deposited Alcan Rights, in proper form for transfer, in each case together with a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile copy hereof) with any required signature guarantees or, in the case of a book-entry transfer, an Agent's Message (for DTC accounts), in the appropriate form covering such shares and any other documents required by this Letter of Transmittal, are received at any of the offices of the Depositary on or before 5:00 p.m. (local time at the place of deposit) on the second trading day on the TSX after the date on which the Expiry Time occurred; and (iv) in the case of Alcan Rights where the Separation Time has occurred before the Expiry Time but Rights Certificates have not been distributed to Alcan shareholders before the Expiry Time, the Rights Certificate(s) representing the deposited Alcan Rights, together with this Letter of Transmittal (or a manually signed facsimile copy hereof), properly completed and duly executed with signatures

11

guaranteed if so required in accordance with this Letter of Transmittal and all other documents required hereby, are received by the Depositary at any of its offices listed below in this Letter of Transmittal on or before 5:00 p.m. (local time at the place of deposit) on the second trading day on the TSX after the date on which Rights Certificates are distributed to shareholders.

        To be effective, the Notice of Guaranteed Delivery must be delivered by hand or courier, transmitted by facsimile or mailed to the Depositary at any of the offices specified in the Notice of Guaranteed Delivery and must include a guarantee by an Eligible Institution in the form provided in that Notice.

        If Alcan Common Share Certificates (and/or Rights Certificates, if applicable) are forwarded separately in multiple deliveries to the Depositary, a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile copy hereof) must accompany each such delivery.

        USE OF THE MAIL TO TRANSMIT THIS LETTER OF TRANSMITTAL, ALCAN COMMON SHARE CERTIFICATES (AND/OR RIGHTS CERTIFICATES, IF APPLICABLE) AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH DTC, IS AT THE ALCAN SHAREHOLDER'S RISK. IT IS RECOMMENDED THAT ALL SUCH DOCUMENTS BE DELIVERED BY HAND TO THE DEPOSITARY AND THAT A RECEIPT BE OBTAINED FOR THEIR DEPOSIT. IF DOCUMENTS ARE MAILED, IT IS RECOMMENDED THAT INSURED MAIL WITH RETURN RECEIPT OR ACKNOWLEDGEMENT OF RECEIPT BE USED AND THAT PROPER INSURANCE BE OBTAINED.

        No alternative, conditional or contingent deposits will be accepted. All depositing Alcan shareholders, by executing this Letter of Transmittal (or a manually signed facsimile copy of this Letter of Transmittal), waive any right to receive any notice of the acceptance of their Alcan Common Shares for payment. Holders of Alcan Common Shares and Alcan Rights registered in the name of a broker, dealer, bank, trust company or other nominee should contact that nominee for assistance in depositing their Alcan Common Shares and/or Alcan Rights.

3.    Partial Deposits (not applicable to Alcan shareholders who tender by book-entry transfer).    If fewer than all the Alcan Common Shares evidenced by any Alcan Common Share Certificate submitted (and/or Alcan Rights evidenced by Rights Certificates submitted) are to be deposited, fill in the number of Alcan Common Shares (and/or Alcan Rights) which are to be deposited in the box entitled "Number of Common Shares Deposited" in the box entitled "Description of Alcan Common Shares Deposited" (and/or "Number of Alcan Rights Deposited" in the box entitled "Description of Alcan Rights Deposited"). In such case, new Alcan Common Share Certificates for the Alcan Common Shares that were evidenced by your old Alcan Common Share Certificates, and Rights Certificates, if applicable, but were not deposited by you, will be sent to you as soon as practicable after the Expiry Time of the Offer. The total number of Alcan Common Shares evidenced by all Alcan Common Share Certificates and Alcan Rights evidenced by all Alcan Rights Certificates delivered, if applicable, will be deemed to have been deposited unless otherwise indicated. If certificates representing Alcan Common Shares and Rights Certificates, if applicable, not deposited to or purchased under the Offer are to be returned other than in the name and address of the person shown in the register of Alcan shareholders maintained by or on behalf of Alcan, complete Block B of this Letter of Transmittal.

4.    Signatures on Letter of Transmittal, Stock Powers and Endorsements.    This Letter of Transmittal must be completed and signed by the registered holder of deposited Alcan Common Shares (and/or Alcan Rights, if applicable) accepting the Offer described above or by such holder's duly authorized representative (as described below).

        If this Letter of Transmittal is signed by the registered holder(s) of the accompanying Alcan Common Share Certificate(s) (and/or Rights Certificates(s)), such signature(s) on this Letter of Transmittal must correspond with the name(s) as registered or as written on the face of such Alcan Common Share Certificate(s) (and/or Rights Certificates(s)) without any change whatsoever, and the Alcan Common Share Certificate(s) (and/or Rights Certificates(s)) need not be endorsed. If such transmitted Alcan Common Share Certificate(s) (and/or Rights Certificates(s)) are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal. If any deposited Alcan Common Shares (and/or Alcan Rights) are registered in different names on several Alcan Common Share Certificates (or Rights Certificate(s)), it will be necessary to complete,

12

sign and submit as many separate Letters of Transmittal as there are different registrations of Alcan Common Share Certificates or Rights Certificates, as the case may be.

        If this Letter of Transmittal is signed by a person other than the registered holder(s) of the accompanying Alcan Common Share Certificate(s) (or Rights Certificate(s)), or if a cheque is to be issued to a person other than the registered holder(s):

•

such deposited Alcan Common Share Certificate(s) (or Rights Certificate(s)) must be endorsed or accompanied by an appropriate transfer power of attorney duly and properly completed by the registered holder(s); and



•

the signature(s) on such endorsement or power of attorney must correspond exactly to the name(s) of the registered holder(s) as registered or as appearing on the Alcan Common Share Certificate(s) (or Rights Certificate(s), as the case may be) and must be guaranteed as noted in Instruction 1.

        If this Letter of Transmittal or any Alcan Common Share Certificates (or Rights Certificate(s)) or stock powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should indicate the relevant capacity when signing, and proper evidence satisfactory to the Offeror of their authority so to act must be submitted.

5.    Stock Transfer Taxes.    Except as otherwise provided in this Instruction 5, the Offeror will pay any stock transfer taxes with respect to the transfer and sale of Alcan Common Shares (and/or Alcan Rights, if applicable) to it or its order pursuant to the Offer. However, if payment of the Offer Consideration is to be made to, or if Alcan Common Share Certificates for Alcan Common Shares (or Rights Certificates for Alcan Rights) not deposited or accepted for payment are to be registered in the name of, any person other than the registered holder(s), or if deposited Alcan Common Share Certificates (and/or Rights Certificate(s)) are registered in the name of any person other than the person(s) signing this Letter of Transmittal, the amount of any stock transfer taxes payable on account of the transfer to such person (whether imposed on the registered holder(s) or such person) will be deducted from the Offer Consideration, unless satisfactory evidence of the payment of such taxes or an exemption therefrom is submitted to the Offeror. Except as otherwise provided in this Instruction 5, it will not be necessary to affix transfer tax stamps to the Alcan Common Share Certificate(s) (and/or Rights Certificate(s)) listed in this Letter of Transmittal.

6.    Delivery Instructions.    If any cheque(s) is (are) to be sent to or, in respect of partial deposits of Alcan Common Shares, Alcan Common Share Certificates (and/or Rights Certificate(s)) are to be returned to someone at an address other than the address of the Alcan shareholder as it appears in Block A on this Letter of Transmittal entitled "Registration and Payment Instructions", then Block B on this Letter of Transmittal entitled "Delivery Instructions" should be completed. If Block B is not completed, any cheque(s) will be mailed to the depositing Alcan shareholder at the address of such holder as it appears in Block A or, if no address is provided in Block A, then it will be sent to the address of such Alcan shareholder as shown on the register of Alcan shareholders maintained by or on behalf of Alcan. Any cheque(s) mailed in accordance with the Offer and this Letter of Transmittal will be deemed to be delivered and payment will be deemed to be made by the Offeror at the time of mailing.

7.    Solicitation.    If a Soliciting Dealer Group has been formed with respect to the Offer, identify the dealer or broker, if any, who solicited acceptance of the Offer by completing Block G on this Letter of Transmittal entitled "Dealer or Broker Soliciting Acceptance of the Offer." If this deposit represents more than one beneficial holder, all beneficial holder information must be provided on a list that must accompany the deposit or on a diskette that must be forwarded to the place of deposit.

8.    Waiver of Conditions.    Unless precluded from doing so by applicable law and except as described in the Offer, the Offeror may, in its sole discretion, waive any of the conditions of the Offer, in whole or in part, without prejudice to any other rights which the Offeror may have.

9.    Backup Withholding.    Under U.S. federal income tax law, an Alcan shareholder whose deposited Alcan Common Shares are accepted for payment pursuant to the Offer may be subject to backup withholding tax (currently imposed at a rate of 28%) on the gross proceeds of any payment received hereunder. Backup withholding tax is not an additional tax. An Alcan shareholder subject to the backup withholding tax rules will be

13

allowed a credit of the amount withheld against such Alcan shareholder's U.S. federal income tax liability and, if backup withholding tax results in an overpayment of U.S. federal income tax, such Alcan shareholder may be entitled to a refund, provided that the requisite information is correctly furnished to the Internal Revenue Service in a timely manner.

U.S. Shareholders

        To prevent backup withholding tax with respect to payments made to a U.S. Shareholder pursuant to the Offer, the U.S. Shareholder is required on a timely basis to notify the Depositary of the U.S. Shareholder's taxpayer identification number ("TIN") by completing the enclosed Substitute Form W-9, certifying that the TIN provided on that form is correct (or that such U.S. Shareholder is awaiting receipt of a TIN), and that (a) the U.S. Shareholder has not been notified by the Internal Revenue Service that the U.S. Shareholder is subject to backup withholding as a result of a failure to report all interest or dividends, or (b) after being so notified, the Internal Revenue Service has notified the U.S. Shareholder that the U.S. Shareholder is no longer subject to backup withholding.

        If the Depositary is not provided on a timely basis with the correct TIN, such U.S. Shareholder may be subject to a $50 penalty imposed by the Internal Revenue Service and payments that are made to such U.S. Shareholder pursuant to the Offer may be subject to backup withholding.

        Each U.S. Shareholder is required to give the Depositary the TIN (e.g., social security number or employer identification number) of the registered holder of the Alcan Common Shares. If the Alcan Common Shares are registered in more than one name or are not registered in the name of the actual owner, consult the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9" for additional guidance on which TIN to report. A U.S. Shareholder who does not have a TIN may write "Applied For" in Part 1 of the Substitute Form W-9 if such U.S. Shareholder has applied for a TIN or intends to apply for a TIN in the near future. If the U.S. Shareholder writes "Applied For" in Part I of the Substitute Form W-9, (i) the U.S. Shareholder must also complete the "Certificate of Awaiting Taxpayer Identification Number" below in order to avoid backup withholding on payments made pursuant to the Offer and (ii) payments made will be subject to backup withholding unless the U.S. Shareholder has furnished the Depositary with his or her TIN by the time payment is made. A U.S. Shareholder who writes "Applied For" in Part 1 of the Substitute Form W-9 in lieu of furnishing a TIN should furnish the Depositary with the U.S. Shareholder's TIN as soon as it is received.

        Certain U.S. Shareholders (including, among others, all corporations) are not subject to the backup withholding requirements described in this Instruction 9. To avoid possible erroneous backup withholding, a U.S. Shareholder that is exempt from backup withholding should complete the Substitute Form W-9 by providing its correct TIN, signing and dating the form, and checking the "Exempt" box in Part 2 of the form.

Non-U.S. Shareholders

        A shareholder who is not a resident or citizen of the U.S. for U.S. federal income tax purposes should submit to the Depositary the appropriate Internal Revenue Service Form W-8. Generally, a foreign individual or a foreign corporation that is not a pass-through entity for U.S. federal income tax purposes and is not engaged in a trade or business within the U.S. would provide a Form W-8BEN. A foreign entity that is a pass-through entity for U.S. federal income tax purposes and is not engaged in a trade or business within the U.S. would generally provide a Form W-8BEN and/or a Form W-8IMY (which may require additional Forms W-8BEN for each of its beneficial owners), depending on its particular circumstances. A foreign individual or a foreign entity that is engaged in a trade or business within the U.S. may be required to provide a Form W-8ECI. Such Internal Revenue Service Form W-8 will be provided to you by the Depositary upon request.

All Alcan shareholders are urged to consult their own tax advisors to determine whether they are exempt from these backup withholding and information reporting requirements and to determine which form should be used to avoid backup withholding.

10.    Requests for Assistance or Additional Copies.    Questions or requests for assistance may be directed to the Information Agent at its address and telephone numbers, or the Dealer Managers and Soliciting Dealers (if the Offeror decides to form a Soliciting Dealer Group) at their respective telephone numbers, in each case, as set

14

forth below. Requests for additional copies of the Offer, this Letter of Transmittal and the Notice of Guaranteed Delivery may be directed to the Information Agent, and copies will be furnished promptly at the Offeror's expense. Alcan shareholders may also contact their brokers, dealers, commercial banks, trust companies or other nominees for assistance concerning the Offer.

11.    Lost, Destroyed or Stolen Certificates.    If any Alcan Common Share Certificate (or Rights Certificate) has been lost, destroyed or stolen, this Letter of Transmittal should be completed as fully as possible and forwarded, together with a letter describing the loss, to the Depositary at its office in Toronto, Ontario, Canada listed herein. The Depositary will forward such letter to the transfer agent for the Alcan Common Shares (and/or Alcan Rights) so that the transfer agent may provide replacement instructions. If an Alcan Common Share Certificate (or Rights Certificate) has been lost or destroyed, please ensure that you provide your telephone number to the Depositary so that the Depositary or the transfer agent for the Alcan Common Share Certificate (or Rights Certificate) may contact you. If your Alcan Common Share Certificate (or Rights Certificate) has been lost or destroyed, you must take the foregoing action sufficiently in advance of the Expiry Time in order to obtain a replacement certificate in sufficient time to permit the replacement certificate to be tendered to the Offer prior to the Expiry Time.

12.    Miscellaneous.

(a)

Alcan shareholders will not be required to pay any fee or commission if they accept the Offer by depositing their Alcan Common Shares directly with the Depositary or if they make use of the services of a Soliciting Dealer (if the Offeror decides to form a Soliciting Dealer Group) or Dealer Manager to accept the Offer. However, a broker or nominee through whom a shareholder owns Alcan Common Shares (and/or Alcan Rights) may charge a fee to deposit Alcan Common Shares (and/or Alcan Rights) on behalf of the Alcan shareholder. Alcan shareholders should contact their broker or dealer to determine whether any charges will apply. Alcan shareholders should also contact the Dealer Managers, the Depositary or a broker or dealer for assistance in accepting the Offer and in depositing the Alcan Common Shares with the Depositary.



(b)

The Offeror will not pay any fees or commissions to any broker or dealer or any other person for soliciting deposits of Alcan Common Shares or Alcan Rights, if applicable, pursuant to the Offer except as otherwise contemplated by the Offer (other than to the Dealer Managers, the Depositary, the Information Agent and, if a Soliciting Dealer Group is formed and its members are entitled to compensation, members of the Soliciting Dealer Group).



(c)

If deposited Alcan Common Shares or Alcan Rights, if applicable, are registered in different forms (e.g., "John Doe" and "J. Doe"), a separate Letter of Transmittal should be signed for each different registration.



(d)

Before completing this Letter of Transmittal, you are urged to read the accompanying Offer and the Notice of Guaranteed Delivery.



(e)

If the space on this Letter of Transmittal is insufficient to list all Alcan Common Share Certificates for the deposited Alcan Common Shares (or Rights Certificates for the deposited Alcan Rights, if applicable), additional certificate numbers and the number of deposited Alcan Common Shares (or Alcan Rights, if applicable) may be included on a separate signed list affixed to this Letter of Transmittal.



(f)

The Offer and any agreement resulting from the acceptance of the Offer will be construed in accordance with and governed by the laws of the Province of Ontario applicable therein. Each party to any agreement resulting from the acceptance of the Offer unconditionally and irrevocably attorns to the exclusive jurisdiction of the courts of the Province of Ontario.



(g)

The Offeror shall determine all questions relating to the interpretation of the Offer, the Circular, the Letter of Transmittal and the Notice of Guaranteed Delivery, the validity (including time of receipt) of any acceptance of the Offer and any withdrawal of Alcan Common Shares (and/or Alcan Rights), including, without limitation, the satisfaction or non-satisfaction of any condition, the validity, time and effect of any deposit of Alcan Common Shares (and/or Alcan Rights) or notice of withdrawal of Alcan

15

Common Shares (and/or Alcan Rights), and the due completion and execution of the Letter of Transmittal or Notice of Guaranteed Delivery. The Offeror's determination of such matters shall be final and binding for all purposes. The Offeror reserves the right to waive any defect in acceptance with respect to any particular Alcan Common Share (and/or Alcan Right) or any particular Alcan shareholder. There shall be no obligation on the Offeror, the Soliciting Dealers (if the Offeror decides to form a Soliciting Dealer Group), the Dealer Managers, the Information Agent or the Depositary to give notice of any defects or irregularities in any acceptance or notice of withdrawal and no liability shall be incurred by any of them for failure to give any such notification.

(h)

The Offeror reserves the right, in accordance with applicable law, to permit an Alcan shareholder to accept the Offer in a manner other than as set out above.

THIS LETTER OF TRANSMITTAL OR A MANUALLY SIGNED FACSIMILE COPY (TOGETHER WITH ALCAN COMMON SHARE CERTIFICATES AND RIGHTS CERTIFICATES, IF APPLICABLE, AND ALL OTHER REQUIRED DOCUMENTS) OR THE NOTICE OF GUARANTEED DELIVERY OR A MANUALLY SIGNED FACSIMILE COPY MUST BE RECEIVED BY THE DEPOSITARY ON OR PRIOR TO THE EXPIRY TIME FOR THE OFFER (OR THE EXPIRATION OF A SUBSEQUENT OFFERING PERIOD, IF APPLICABLE).

16

TO BE COMPLETED BY U.S. SHAREHOLDERS
(See "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9" below)

Please fill out your name and address below: Name: Address (Number and street): City, State and Zip Code:
SUBSTITUTE FORM W-9 Department of the Treasury Internal Revenue Service	Part 1 — PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW	Social Security Number OR Employer Identification Number
Payor's Request for Taxpayer Identification Number (TIN)	Part 2 —  Awaiting TIN o Exempt o
	CERTIFICATION — UNDER PENALTIES OF PERJURY, I CERTIFY THAT: (1) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me), and (2) I am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (the "IRS") that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and (3) I am a U.S. person (including a U.S. resident alien).
	CERTIFICATION INSTRUCTIONS — You must cross out item (2) above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. If you are exempt from backup withholding, check the "Exempt" box in Part 2.

Signature		Date
Name	(Please Print)
Address	(Number and street)

City, State

and Zip Code

NOTE:
FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 28 PERCENT OF ANY PAYMENT MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

17

U.S. SHAREHOLDERS MUST COMPLETE THE FOLLOWING CERTIFICATE IF THEY CHECKED
THE "AWAITING TIN" BOX IN PART 2 OF SUBSTITUTE FORM W-9.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

        I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (b) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number to the payer by the time of payment, 28% of all reportable payments made to me will be withheld until I provide a number and that, if I do not provide my taxpayer identification number within 60 calendar days, such retained amounts shall be remitted to the IRS as backup withholding.

Signature
Date

18

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

Guidelines for Determining the Proper Identification Number to Give the Payer. — Social Security numbers have nine digits separated by two hyphens: i.e., 000-000-000. Employer identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the payer.

For this type of account:		Give the NAME and SOCIAL SECURITY or EMPLOYER IDENTIFICATION number of:
1.	Individual	The individual
2.	Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account(1)
3.	Custodian account of a minor (Uniform Gift to Minors Act)	The minor(2)
4.a.	The usual revocable savings trust (grantor is also trustee)	The grantor-trustee(1)
b.	So-called trust account that is not a legal or valid trust under state law	The actual owner(1)
5.	Sole proprietorship or single-owner LLC	The owner(3)
For This Type of Account:		Give the NAME and EMPLOYER IDENTIFICATION number of:
6.	A valid trust, estate, or pension trust	The legal entity(4)
7.	Corporate or LLC electing corporate status on Form 8832	The corporation
8.	Association, club, religious, charitable, educational or other tax-exempt organization	The organization
9.	Partnership or multi-member LLC	The partnership
10.	A broker or registered nominee	The broker or nominee
11.	Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments	The public entity

(1)

List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person's number must be furnished.

(2)

Circle the minor's name and furnish the minor's SSN.

(3)

Show the name of the individual owner. Use either SSN or EIN.

(4)

List first and circle the name of the legal trust, estate, or pension trust. (Do not furnish the taxpayer identification number of the personal representative or trustee unless the legal entity itself is not designated in the account title.)

NOTE:    If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed.

19

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9 (PAGE 2)

How to Get a TIN

        To apply for an SSN, obtain Form SS-5, Application for a Social Security Card, at the office of the Social Security Administration or get this form on-line at www.ssa.gov/online/ss-5.pdf. You may also get this form by calling 1-800-772-1213. You can apply for an EIN online by accessing the IRS website at www.irs.gov/businesses and clicking on Employer ID Numbers under Business Topics. Use Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can get Form SS-4 from the IRS by calling 1-800-TAX-FORM (1-800-829-3676) or from the IRS web site at www.irs.gov.

        If you do not have a TIN, write "Applied For" in Part 1, check the "Awaiting TIN" box in Part 2, sign and date the form in the two spaces indicated, and return it to the payer. For interest and dividend payments and certain payments made with respect to readily tradable instruments, you will generally have 60 calendar days to get a TIN and give it to the payer. If the payer does not receive your TIN within 60 calendar days, backup withholding, if applicable, will begin and continue until you furnish your TIN.

Note:    Writing "Applied For" on the form means that you have already applied for a TIN or that you intend to apply for one soon. As soon as you receive your TIN, complete another Form W-9, include your TIN, sign and date the form, and return it to the payer.

Payees Exempt from Backup Withholding

        Generally, individuals (including sole proprietors) are not exempt from backup withholding. Corporations generally are exempt from backup withholding.

Note:    If you are exempt from backup withholding, you should still complete Substitute Form W-9 to avoid possible erroneous backup withholding. If you are exempt, enter your correct TIN in Part 1, check the "Exempt" box in Part 2, and sign and date the form.

Exempt Payees.

        Backup withholding is not required on any payments made to the following payees:

(1)

An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2).



(2)

The United States or any of its agencies or instrumentalities.



(3)

A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities.



(4)

A foreign government or any of its political subdivisions, agencies, or instrumentalities.



(5)

An international organization or any of its agencies or instrumentalities.

        Other payees that may be exempt from backup withholding include:

(6)

A corporation.



(7)

A foreign central bank of issue.



(8)

A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States.



(9)

A futures commission merchant registered with the Commodity Futures Trading Commission.



(10)

A real estate investment trust.



(11)

An entity registered at all times during the tax year under the Investment Company Act of 1940.



(12)

A common trust fund operated by a bank under section 584(a).

20

(13)

A financial institution.



(14)

A middleman known in the investment community as a nominee or custodian.



(15)

A trust exempt from tax under section 664 or described in section 4947.

        Exempt payees described above should file Form W-9 to avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, CHECK THE "EXEMPT" BOX IN PART 2 OF THE FORM, SIGN AND DATE THE FORM AND RETURN IT TO THE PAYER.

        Privacy Act Notice.    Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons who must file information returns with the IRS to report interest, dividends, and certain other income paid to you, mortgage interest you paid, the acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA, or Archer MSA or HSA. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return. The IRS may also provide this information to the Department of Justice for civil and criminal litigation, and to cities, states, the District of Columbia, and U.S. possessions to carry out their tax laws. The IRS may also disclose this information to other countries under a tax treaty, to federal and state agencies to enforce federal nontax criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism.

        You must provide your TIN whether or not you are required to file a tax return. Payers must generally withhold 28% of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to a payer. Certain penalties may also apply.

Penalties

        Failure to Furnish TIN.    If you fail to furnish your correct TIN to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

        Civil Penalty for False Information With Respect to Withholding.    If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

        Criminal Penalty for Falsifying Information.    Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

        Misuse of TINs.    If the payer discloses or uses TINs in violation of federal law, the payer may be subject to civil and criminal penalties.

FOR ADDITIONAL INFORMATION, CONTACT YOUR TAX ADVISOR OR THE INTERNAL REVENUE SERVICE.

21

The Depositary for the Offer is:
COMPUTERSHARE INVESTOR SERVICES INC.

In Canada
By Mail:	By Registered Mail, Hand or by Courier:
Computershare Investor Services Inc. P.O. Box 7025 31 Adelaide Street East Toronto, Ontario M5C 2T1 Attention: Corporate Actions	Computershare Investor Services Inc. 100 University Avenue 9th Floor Toronto, Ontario M5J 2Y1 Attention: Corporate Actions
Toll Free (North America): 1 (866) 624-1341 Overseas: +1 (514) 982-7555 Email: corporateactions@computershare.com

Montréal		Vancouver	Calgary
By Hand:	Registered Mail or by Courier:	By Registered Mail, Hand or by Courier:	By Registered Mail, Hand or by Courier:
Computershare Investor Services Inc. 650 de Maisonneuve Blvd West Suite 700 Montréal, Quebec H3A 3S8	Computershare Investor Services Inc. 1500 University Street Suite 700 Montréal, Quebec H3A 3S8	Computershare Investor Services Inc. 510 Burrard Street 2nd Floor Vancouver, British Columbia V6C 3B9	Computershare Investor Services Inc. 600, 530 - 8th Avenue S.W. Calgary, Alberta T2P 3S8

In the United States:
By Mail: c/o Computershare Trust Company, N.A. Attention: Corporate Actions P.O. Box 43014 Providence, Rhode Island 02940-3014	By Hand or by Courier: c/o Computershare Trust Company, N.A. Attention: Corporate Actions 250 Royall Street Canton, Massachusetts 02021
The Dealer Managers for the Offer are:
In the United States:	In Canada:
Deutsche Bank Securities Inc. 60 Wall Street New York, New York 10005 Toll Free: 1 (877) 221-7676	CIBC World Markets Inc. 161 Bay Street, 6th Floor Toronto, Ontario M5J 2S8 Toll Free: 1 (866) 744-2030 (English) Telephone: (514) 847-6638 (French)

The Information Agent for the Offer is:

100 University Avenue
11^th Floor, South Tower
Toronto, Ontario
M5J 2Y1
North American Toll Free: 1 (888) 605-7629
European Union Free Call: 00 800 6540 6540
Australia Free Call: 1 (800) 216 071

Any questions and requests for assistance may be directed by Alcan Shareholders to the Dealer Managers, the Depositary or the Information Agent at their respective telephone numbers and locations set forth above.

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INSTRUCTIONS FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER

EX-99.(A)(1)(C)

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Exhibit 99(a)(1)(C)

THIS IS NOT A LETTER OF TRANSMITTAL. THIS NOTICE OF GUARANTEED DELIVERY IS FOR USE IN ACCEPTING THE OFFER BY RIO TINTO CANADA HOLDING INC. FOR ALL ISSUED AND OUTSTANDING COMMON SHARES (INCLUDING THE ASSOCIATED RIGHTS UNDER THE SHAREHOLDER RIGHTS PLAN) OF ALCAN INC.

NOTICE OF GUARANTEED DELIVERY
for Deposit of Common Shares
of
ALCAN INC.
Pursuant to the Offer to Purchase, dated July 24, 2007, made by
RIO TINTO CANADA HOLDING INC.
an indirect wholly-owned subsidiary of Rio Tinto plc
RIO TINTO

RECOMMENDED CASH OFFER

USE THIS NOTICE OF GUARANTEED DELIVERY IF YOU WISH TO ACCEPT THE OFFER BUT YOUR ALCAN COMMON SHARE CERTIFICATES AND/OR RIGHTS CERTIFICATES, IF APPLICABLE, ARE NOT IMMEDIATELY AVAILABLE; YOU ARE NOT ABLE TO DELIVER YOUR ALCAN COMMON SHARE CERTIFICATES AND/OR RIGHTS CERTIFICATES, IF APPLICABLE, TO THE DEPOSITARY BEFORE THE EXPIRY TIME; OR THE PROCEDURES FOR DELIVERY BY BOOK ENTRY CANNOT BE COMPLIED WITH ON A TIMELY BASIS; OR THE SEPARATION TIME HAS OCCURRED BEFORE THE EXPIRY TIME BUT RIGHTS CERTIFICATES HAVE NOT BEEN DISTRIBUTED TO YOU BEFORE THE EXPIRY TIME.

THE OFFER WILL BE OPEN FOR ACCEPTANCE UNTIL 6:00 P.M., EASTERN TIME, ON SEPTEMBER 24, 2007, UNLESS EXTENDED OR WITHDRAWN BY THE OFFEROR.

        The terms and conditions of the offer to purchase (the "Offer to Purchase"), deposited pursuant to the offer dated July 24, 2007 (the "Offer") made by Rio Tinto Canada Holding Inc. (the "Offeror"), a corporation incorporated under the laws of Canada, and an indirect wholly-owned subsidiary of Rio Tinto plc, a public limited company incorporated under the laws of England and Wales, to purchase all of the issued and outstanding common shares (the "Alcan Common Shares") of Alcan Inc., a corporation incorporated under the laws of Canada ("Alcan"), together with the associated rights (the "Alcan Rights") issued and outstanding under Alcan's Shareholder Rights Plan, are incorporated by reference in this Notice of Guaranteed Delivery. The Offer is to purchase each issued and outstanding Alcan Common Share and accompanying Alcan Right for U.S.$101 (equivalent to Cdn$105.44 based on the July 20, 2007 Bank of Canada Noon Rate) per Alcan Common Share in cash (less any applicable withholding taxes and without interest). As used in this Notice of Guaranteed Delivery, "Alcan Common Share Certificates" means certificates for the Alcan Common Shares, "Rights Certificates" means certificates for the Alcan Rights, and certain other terms used but not defined in this Notice of Guaranteed Delivery have the respective meanings ascribed to them in the Offer to Purchase. Unless the Separation Time has occurred, the term "Alcan Common Shares" as used in this Notice of Guaranteed Delivery includes the accompanying Alcan Rights attached to those Alcan Common Shares.

        The Depositary or your broker or other financial advisor can assist you in completing this Notice of Guaranteed Delivery.

WHEN AND HOW TO USE THIS NOTICE OF GUARANTEED DELIVERY

        If you wish to deposit Alcan Common Shares pursuant to the Offer and (i) your Alcan Common Share Certificates and/or Rights Certificates, if applicable, are not immediately available, (ii) you are not able to deliver the Alcan Common Share Certificates and/or Rights Certificates, if applicable, and all other required documents to the Depositary before the Expiry Time, (iii) the procedures for delivery by book-entry transfer, as set forth in the Offer, cannot be complied with on a timely basis, or (iv) if the Separation Time has occurred before the Expiry Time but Rights Certificates have not been distributed to you before the Expiry Time, your Alcan Common Shares may nevertheless be deposited if all of the following conditions are met:

•

the deposit is made by or through an Eligible Institution (as defined below);



•

a properly completed and duly executed copy of this Notice of Guaranteed Delivery (or a manually signed facsimile copy hereof), is received at any of the offices of the Depositary listed in this Notice of Guaranteed Delivery at or before the Expiry Time;



•

the Alcan Common Share Certificates (or Book-Entry Confirmation) representing the deposited Alcan Common Shares and, if Rights Certificates have been distributed to Alcan shareholders before the Expiry Time, the Rights Certificate(s) representing the deposited Alcan Rights, in proper form for transfer, in each case together with a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile thereof) with any required signature guarantees or, in the case of a book-entry transfer for a DTC account, an Agent's Message, in the appropriate form and any other documents required by the Letter of Transmittal, are received at any of the offices of the Depositary provided in the Letter of Transmittal on or before 5:00 p.m. (local time at the place of deposit) on the second trading day on the TSX after the date on which the Expiry Time occurred; and



•

in the case of Alcan Rights where the Separation Time has occurred before the Expiry Time but Rights Certificates have not been distributed to Alcan shareholders before the Expiry Time, the Rights Certificate(s) representing the deposited Alcan Rights, together with the Letter of Transmittal (or a manually signed facsimile copy thereof), properly completed and duly executed with signatures guaranteed if so required in accordance with the Letter of Transmittal and all other documents required thereby, are received at any of the offices of the Depositary listed in this Notice of Guaranteed Delivery on or before 5:00 p.m. (local time at the place of deposit) on the second trading day on the TSX after the date on which Rights Certificates are distributed to shareholders.

        An "Eligible Institution" means a Canadian Schedule I chartered bank, a major trust company in Canada, a broker, dealer, credit union, savings association or other entity which is a member in good standing of a recognized Medallion Program approved by the Securities Transfer Agent Association Inc., including the Securities Transfer Agents Medallion Program (STAMP), the Stock Exchange Medallion Program (SEMP) and the New York Stock Exchange Medallion Signature Program (MSP), or any other "eligible guarantor institution" (as defined in Rule 17Ad-15 under the Securities Exchange Act of 1934). Members of these programs are usually members of a recognized stock exchange in Canada or the United States, members of the Investment Dealers Association of Canada, members of the National Association of Securities Dealers or banks and trust companies in the United States.

        You understand and acknowledge that payment for Alcan Common Shares deposited and taken up by the Offeror will be made only after timely receipt by the Depositary of: (i) the Alcan Common Share Certificates (or Book-Entry Confirmation) representing the deposited Alcan Common Shares and, if Rights Certificates have been distributed to shareholders before the Expiry Time, the Rights Certificate(s) representing the deposited Alcan Rights, in proper form for transfer, in each case together with a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile copy thereof) with any required signature guarantees or, in the case of a book-entry transfer (for DTC accounts), an Agent's Message, in the appropriate form covering such shares and any other documents required by the Letter of Transmittal, are received at any of the offices of the Depositary listed in this Notice of Guaranteed Delivery on or before 5:00 p.m. (local time at the place of deposit) on the second trading day on the TSX after the date on which the Expiry Time occurred; and (ii) in the case of Alcan Rights where the Separation Time has occurred before the Expiry Time but Rights Certificates have not been distributed to Alcan shareholders before the Expiry Time, the Rights Certificate(s)

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representing the deposited Alcan Rights, together with a Letter of Transmittal (or a manually signed facsimile copy thereof), properly completed and duly executed with signatures guaranteed if so required in accordance with the Letter of Transmittal and all other documents required thereby, are received at any of the offices of the Depositary listed in this Notice of Guaranteed Delivery on or before 5:00 p.m. (local time at the place of deposit) on the second trading day on the TSX after the date on which Rights Certificates are distributed to shareholders. You also understand and acknowledge that under no circumstances will interest accrue or be paid by the Offeror or the Depositary to persons depositing Alcan Common Shares and/or Rights Certificates, if applicable, on the Offer Consideration (as defined in the Offer to Purchase) payable in respect of such Alcan Common Shares and/or Rights Certificates, if applicable, regardless of any delay in making such payment, and that the Offer Consideration for the Alcan Common Shares and/or Alcan Rights, if applicable, deposited pursuant to the guaranteed delivery procedures will be the same as that for the Alcan Common Shares and/or Alcan Rights, if applicable, delivered to the Depositary prior to the Expiry Time of the Offer, even if the Alcan Common Shares or Alcan Rights, if applicable, to be delivered pursuant to the guaranteed delivery procedures are not so delivered to the Depositary, and therefore payment by the Depositary on account of such Alcan Common Shares and/or Alcan Rights, if applicable, is not made, until after the take up and payment for the Alcan Common Shares and/or Alcan Rights, if applicable, under the Offer.

        All authority conferred, or agreed to be conferred, by this Notice of Guaranteed Delivery is, to the extent permitted by applicable law, irrevocable and may be exercised during any subsequent legal incapacity of the undersigned and shall, to the extent permitted by law, survive the death, incapacity, bankruptcy or insolvency of the undersigned and all obligations of the undersigned under this Notice of Guaranteed Delivery shall be binding upon the heirs, executors, administrators, attorneys, personal representatives, successors and assigns of the undersigned.

Shareholders should contact the Dealer Managers, Soliciting Dealers (if the Offeror decides to form a Soliciting Dealer Group), the Information Agent, the Depositary or their broker or dealer for assistance in accepting the Offer and in depositing Alcan Common Shares and/or Alcan Rights, if applicable, with the Depositary. Their contact details are provided on the back cover of the Offer to Purchase.

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TO:	Rio Tinto Canada Holding Inc.
AND TO:	Computershare Investor Services Inc., as Depositary

By Mail:	By Hand or Courier:	By Facsimile Transmission:
Computershare Investor Services Inc. PO Box 7025 31 Adelaide Street East Toronto, Ontario M5C 2T1	Computershare Investor Services Inc. 100 University Avenue 9th Floor Toronto, Ontario M5J 2Y1	Fax: (905) 771-4082 Attention: Corporate Actions

TO TENDER ALCAN COMMON SHARES AND/OR ALCAN RIGHTS, IF APPLICABLE, THIS NOTICE OF GUARANTEED DELIVERY MUST BE DELIVERED BY HAND OR COURIER OR TRANSMITTED BY FACSIMILE TRANSMISSION OR MAILED TO THE DEPOSITARY AT ANY OF ITS OFFICES LISTED IN THIS NOTICE OF GUARANTEED DELIVERY BY THE EXPIRY OF THE OFFER AND MUST INCLUDE A GUARANTEE BY AN ELIGIBLE INSTITUTION IN THE MANNER SET FORTH IN THIS NOTICE OF GUARANTEED DELIVERY. DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OR TRANSMISSION OF THIS NOTICE OF GUARANTEED DELIVERY VIA A FACSIMILE NUMBER OTHER THAN SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.

THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE SIGNATURES ON THE LETTER OF TRANSMITTAL. IF A SIGNATURE ON THE LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN ELIGIBLE INSTITUTION, SUCH SIGNATURE MUST APPEAR IN THE APPLICABLE SPACE IN THE LETTER OF TRANSMITTAL.

ALCAN COMMON SHARE CERTIFICATES AND RIGHTS CERTIFICATES, IF APPLICABLE, MUST BE SENT WITH YOUR LETTER OF TRANSMITTAL. DO NOT SEND ALCAN COMMON SHARE CERTIFICATES OR RIGHTS CERTIFICATES, IF APPLICABLE, WITH THIS NOTICE OF GUARANTEED DELIVERY UNLESS A LETTER OF TRANSMITTAL IS ALSO INCLUDED.

        The undersigned hereby deposits with the Offeror, upon the terms and subject to the conditions set forth in the Offer and the Letter of Transmittal, receipt of which is hereby acknowledged, the Alcan Common Shares or Alcan Rights, if applicable, listed below, pursuant to the guaranteed delivery procedure set forth in the section of the Offer to Purchase entitled "Offer — Manner of Acceptance — Procedures for Guaranteed Delivery." Alcan shareholders who have deposited Alcan Common Shares under the Offer will be deemed to have deposited the Alcan Rights associated with such Alcan Common Shares. No additional payment will be made for the Alcan Rights and no amount of the consideration to be paid by the Offeror will be allocated to the Alcan Rights. Unless waived by the Offeror, holders of Alcan Common Shares are required to deposit one Alcan Right for each Alcan Common Share in order to effect a valid deposit of such Alcan Common Share or, if available, a Book-Entry Confirmation must be received by the Depositary with respect thereto.

DESCRIPTION OF ALCAN COMMON SHARES DEPOSITED
Common Shares Certificate Number(s)*	Name(s) in which Common Shares are Registered	Number of Common Shares Represented by Certificate*	Number of Common Shares Deposited**
	Total Common Shares:

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DESCRIPTION OF ALCAN RIGHTS DEPOSITED*** (To be completed if necessary)
Alcan Rights Certificate Number(s)*	Name(s) in which Alcan Rights are Registered	Number of Alcan Rights Represented by Certificate*	Number of Alcan Rights Deposited**
	Total Alcan Rights:

*

Need not be completed if transfer is made by book entry.

**

Unless otherwise indicated, it will be assumed that all Alcan Common Shares evidenced by any Alcan Common Share Certificates and all Alcan Rights evidenced by any Rights Certificates, if applicable, delivered to the Depositary are being deposited.

***

The following procedures must be followed in order to effect the valid delivery of Rights Certificates: (i) if the Separation Time (as defined under the Shareholder Rights Plan) does not occur before the Expiry Time, a deposit of Alcan Common Shares by the undersigned will also constitute a deposit of the associated Alcan Rights; (ii) if Rights Certificates are distributed by Alcan to the Alcan shareholders prior to the time that the holder's Alcan Common Shares are deposited pursuant to the Offer, in order for the Alcan Common Shares to be validly deposited, Rights Certificate(s) representing Alcan Rights equal in number to the number of Alcan Common Shares deposited must be delivered to the Depositary; or (iii) if the Separation Time occurs before the Expiry Time and Rights Certificates are not distributed by the time that an Alcan shareholder deposits its Alcan Common Shares pursuant to the Offer, the Alcan shareholder may deposit its Alcan Rights before receiving Rights Certificate(s) by using the guaranteed delivery procedure provided below. In any case, a deposit of Alcan Common Shares constitutes an agreement by the undersigned to deliver Rights Certificate(s) representing Alcan Rights equal in number to the number of Alcan Common Shares deposited pursuant to the Offer to the Depositary, before 5:00 p.m. (local time at the place of deposit) on the second trading day on the TSX after the date, if any, that Rights Certificate(s) are distributed. The Offeror reserves the right to require, if Rights Certificates are required to be issued, that the Depositary, prior to taking up the Alcan Common Shares for payment pursuant to the Offer, receives Rights Certificate(s) from the undersigned representing Alcan Rights equal in number to the Alcan Common Shares deposited by the undersigned.

o    Check here if Alcan Common Shares or Alcan Rights, if applicable, will be delivered by book-entry transfer:

Account Number:    

5

SHAREHOLDER SIGNATURE(S)

Signature(s) of Shareholder(s)	Address(es)
Name (please print or type)
Date	Postal Code/Zip Code
	Daytime Telephone Number

GUARANTEE OF DELIVERY
(Not to be used for signature guarantee)

        The undersigned Eligible Institution guarantees to deliver to the Depositary at its address set forth herein either Alcan Common Share Certificates and Rights Certificates, if applicable, deposited hereby, in proper form for transfer, or, in the case of a book-entry transfer, confirmation of the book-entry transfer of such Alcan Common Shares or Alcan Rights, if applicable, in either case, together with the duly executed Letter of Transmittal or a manually signed facsimile copy thereof with any required signature guarantees or an Agent's Message in the case of a book-entry delivery for DTC accounts, and any other documents required by the Letter of Transmittal, all on or before 5:00 p.m. (local time at the place of deposit) on the second trading day on the TSX after the Expiry Time of the Offer.

        The Eligible Institution that completes this form must communicate the guarantee to the Depositary and must deliver the Letter of Transmittal and the Alcan Common Share Certificates and/or Rights Certificates, if applicable, to the Depositary within the time period shown herein. Failure to do so could result in a financial loss to such Eligible Institution.

Name of the Firm:	Authorized Signature:
Address of the Firm:	Name of Authorized Person:
	Title:
Telephone
Number:	Dated:

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The Depositary for the Offer is:

COMPUTERSHARE INVESTOR SERVICES INC.

By Mail:	By Hand or Courier:	By Facsimile Transmission:
Computershare Investor Services Inc. PO Box 7025 31 Adelaide Street East Toronto, Ontario M5C 2T1	Computershare Investor Services Inc. 100 University Avenue 9th Floor Toronto, Ontario M5J 2Y1	Fax: (905) 771-4082 Attention: Corporate Actions

The Dealer Managers for the Offer are:
In the United States:	In Canada:
Deutsche Bank Securities Inc. 60 Wall Street New York, New York 10005, U.S.A. Toll Free: 1 (877) 221-7676	CIBC World Markets Inc. 161 Bay Street, 6th Floor Toronto, Ontario M5J 2S8 Toll Free: 1 (866) 744-2030 (English) Telephone: (514) 847-6638 (French)

The Information Agent for the Offer is:

100 University Avenue
11^th Floor, South Tower
Toronto, Ontario
M5J 2Y1
North American Toll Free: 1 (888) 605-7629
European Union Free Call: 00 800 6540 6540
Australian Free Call: 1 (800) 216 071

QuickLinks

WHEN AND HOW TO USE THIS NOTICE OF GUARANTEED DELIVERY
SHAREHOLDER SIGNATURE(S)
The Depositary for the Offer is: COMPUTERSHARE INVESTOR SERVICES INC.

EX-99.(A)(1)(D)

Exhibit 99(a)(1)(D)

RIO TINTO CANADA HOLDING INC.,
an indirect wholly-owned subsidiary of

Rio Tinto plc,
OFFERS TO PURCHASE FOR CASH
all of the outstanding Common Shares
of
ALCAN INC.
at a price of
U.S.$101 Per Common Share
THE OFFER WILL BE OPEN FOR ACCEPTANCE UNTIL 6:00 P.M.,
EASTERN TIME, ON SEPTEMBER 24, 2007, UNLESS
EXTENDED OR WITHDRAWN BY THE OFFEROR.

July 24, 2007

To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:

        Rio Tinto Canada Holding Inc. (the "Offeror"), a corporation incorporated under the laws of Canada, and an indirect wholly-owned subsidiary of Rio Tinto plc, a public limited company organized under the laws of England and Wales ("Rio Tinto"), is offering to purchase (the "Offer"), upon the terms and subject to the conditions set forth in the take-over bid circular dated as of July 24, 2007 (the "Circular") and in the related letter of transmittal (the "Letter of Transmittal"), each issued and outstanding common share of Alcan Inc., a corporation incorporated under the laws of Canada ("Alcan"), together with the associated rights (the "Alcan Rights" and, together with the common shares of Alcan, the "Alcan Common Shares") issued and outstanding under Alcan's Shareholder Rights Plan, for U.S.$101.00 (equivalent to Cdn$105.44 based on the July 20, 2007 Bank of Canada Noon Rate) per Alcan Common Share in cash (less any applicable withholding taxes and without interest).

        Capitalized terms used but not defined in this letter which are defined in the Circular have the meanings given to them in the Circular.

        The Offer is subject to certain conditions, including, without limitation, there having been properly deposited under the Offer and not withdrawn that number of Alcan Common Shares that constitutes, when added to the Alcan Common Shares then owned by Offeror, at least 66²/3% of the Alcan Common Shares outstanding (calculated on a fully diluted basis) at the time Alcan Common Shares are taken up under the Offer. The conditions of the Offer are set forth in the section of the Circular entitled "Offer — Conditions of the Offer." Subject to applicable law and the Support Agreement, the Offeror reserves the right to withdraw the Offer and to not take up and pay for any Alcan Common Shares deposited pursuant to the Offer unless each of the conditions of the Offer is satisfied or waived by the Offeror at or immediately prior to the Expiry Time. The Offer is not conditional upon the Offeror's entering into any financing arrangements and is not subject to any financing condition.

        For your information and for forwarding to your clients for whom you hold Alcan Common Shares registered in your name or in the name of your nominee or who hold Alcan Common Shares registered in their own names, enclosed please find the following documents:

1.

The Circular;



2.

The Letter of Transmittal to deposit Alcan Common Shares for your use and for the information of your clients who hold Alcan Common Shares (manually signed facsimile copies of the Letter of Transmittal may be used to deposit Alcan Common Shares);



3.

The Notice of Guaranteed Delivery;

4.

A Letter to Clients, which may be sent to your clients for whose account you hold Alcan Common Shares and/or Alcan Rights, if applicable, registered in your name or in the name of your nominee, with space provided for obtaining such clients' instructions with regard to the Offer; and



5.

A return envelope addressed to Computershare Investor Services Inc., as Depositary.

        Your prompt action is requested. We urge you to contact your clients as promptly as possible. Please note that the Offer expires at 6:00 p.m., Eastern Time, on September 24, 2007, unless the Offer is extended or withdrawn by the Offeror.

        Upon the terms and subject to the satisfaction or waiver of the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of such extension or amendment), all Alcan Common Shares that have been properly deposited and not withdrawn will be required to be taken up promptly following the Expiry Time. All Alcan Common Shares taken up under the Offer will be paid for promptly and, in any event, within two business days following the time at which the Offeror becomes entitled to take up such Alcan Common Shares under the Offer. Any Alcan Common Shares deposited during the Subsequent Offering Period will be taken up immediately and paid for promptly. For purposes of the Offer, the Offeror will be deemed to have accepted for purchase (and thereby purchased) Alcan Common Shares validly deposited under the Offer and not properly withdrawn if, as and when the Offeror gives written notice or other communication to the Depositary to that effect and as required by applicable law. Payment for Alcan Common Shares accepted for purchase pursuant to the Offer will be made only after timely receipt by the Depositary of (1) the certificate or certificates representing the Alcan Common Shares and/or Alcan Rights, if applicable; (2) a Letter of Transmittal in the form accompanying the Offer (or a facsimile copy thereof), properly completed and manually signed as required by the instructions and rules contained in the Letter of Transmittal; and (3) any other relevant documents required by the instructions and rules set forth in the Letter of Transmittal. Payment will also be made for Alcan Common Shares tendered and accepted for payment pursuant to the Offer if the Offer is accepted by following the procedures for book-entry transfer established by the Canadian Depositary for Securities Limited ("CDS"), provided that a book-entry confirmation through CDSX is received by the Depositary at its offices specified in the Letter of Transmittal prior to the Expiry Time of the Offer, or by following the procedures for book-entry transfer established by The Depository Trust Company, provided that a book-entry confirmation, together with an Agent's Message in respect thereof, or a properly completed and duly executed Letter of Transmittal and any other required documents, are received by the Depositary at its offices specified in the Letter of Transmittal prior to the Expiry Time of the Offer.

Under no circumstances will interest accrue or be paid to persons depositing Alcan Common Shares by the Offeror or the Depositary, regardless of any delay in making payment for those shares.

        The Offeror will not pay any commissions or fees to any broker, dealer or other person (other than the Depositary, the Information Agent, the Dealer Managers and, if a Soliciting Dealer Group is formed and its members are entitled to compensation, members of the Soliciting Dealer Group, as described in the Circular) in connection with the solicitation of deposits of Alcan Common Shares pursuant to the Offer. The Offeror will, however, upon request, reimburse you for customary clerical and mailing expenses incurred by you in forwarding any of the enclosed materials to your clients.

        The Offeror will pay any stock transfer taxes with respect to the transfer and sale of Alcan Common Shares to it or to its order pursuant to the Offer, except as otherwise provided in Instruction 5 of the enclosed Letter of Transmittal.

        Questions and requests for assistance may be directed to the Information Agent, the Dealer Managers or the Soliciting Dealers (if the Offeror decides to form a Soliciting Dealer Group) at their respective addresses and telephone numbers set forth on the back cover of the Circular. Additional copies of the Circular, the Letter of Transmittal, the Notice of Guaranteed Delivery and other materials related to the Offer may be obtained from the Information Agent or from brokers, dealers, commercial banks or trust companies.

Very truly yours,

RIO TINTO CANADA HOLDING INC.

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WHILE THE OFFER IS BEING MADE TO ALL HOLDERS OF ALCAN COMMON SHARES, THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER OR A SOLICITATION IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL. THE OFFER IS NOT BEING MADE TO, NOR WILL DEPOSITS BE ACCEPTED IN, ANY JURISDICTION IN WHICH THE MAKING OR ACCEPTANCE THEREOF WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION. HOWEVER, THE OFFEROR MAY, IN ITS SOLE DISCRETION, TAKE SUCH ACTION AS IT MAY DEEM NECESSARY TO MAKE THE OFFER IN ANY SUCH JURISDICTION. ANY HOLDER OF ALCAN COMMON SHARES IN A JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION IS UNLAWFUL MAY COLLECT COPIES OF THE CIRCULAR AND RELATED DOCUMENTS AT THE OFFICES OF THE DEPOSITARY SET FORTH ON THE BACK COVER OF THE CIRCULAR.

NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER PERSON AS AN AGENT OF THE OFFEROR, THE DEPOSITARY, THE INFORMATION AGENT, THE DEALER MANAGERS, THE SOLICITING DEALERS (IF APPLICABLE) OR ANY AFFILIATE OF ANY OF THEM, OR AUTHORIZE YOU OR ANY OTHER PERSON TO MAKE ANY STATEMENT OR USE ANY DOCUMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE ENCLOSED DOCUMENTS AND THE STATEMENTS CONTAINED THEREIN.

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EX-99.(A)(1)(E)

Exhibit 99(a)(1)(E)

RIO TINTO CANADA HOLDING INC.,

an indirect wholly-owned subsidiary of

Rio Tinto plc,
OFFERS TO PURCHASE FOR CASH
all of the outstanding Common Shares
of
ALCAN INC.
at a price of
U.S.$101 Per Common Share

THE OFFER WILL BE OPEN FOR ACCEPTANCE UNTIL 6:00 P.M., EASTERN TIME,
ON SEPTEMBER 24, 2007, UNLESS EXTENDED OR WITHDRAWN BY THE OFFEROR.

July 24, 2007

To Our Clients:

        Enclosed for your consideration is a take-over bid circular dated July 24, 2007 (the "Circular"), and the related Letter of Transmittal and Notice of Guaranteed Delivery relating to the offer (the "Offer") made by Rio Tinto Canada Holding Inc. (the "Offeror"), a corporation incorporated under the laws of Canada, and an indirect wholly-owned subsidiary of Rio Tinto plc, a public limited company organized under the laws of England and Wales ("Rio Tinto"), to purchase each issued and outstanding common share of Alcan Inc., a corporation incorporated under the laws of Canada ("Alcan"), together with the associated rights (the "Alcan Rights," and together with the common shares of Alcan, the "Alcan Common Shares") issued and outstanding under Alcan's Shareholder Rights Plan, for U.S.$101.00 (equivalent to Cdn$105.44 based on the July 20, 2007 Bank of Canada Noon Rate) per Alcan Common Share in cash (less any applicable withholding taxes and without interest) (the "Offer Consideration").

        Capitalized terms used but not defined in this letter which are defined in the Circular have the meanings given to them in the Circular.

        The Offer is subject to the terms and conditions set forth in the Circular, the Letter of Transmittal and the Notice of Guaranteed Delivery, including, without limitation, there having been properly deposited under the Offer and not withdrawn that number of Alcan Common Shares that, when added to the Alcan Common Shares then owned by the Offeror, constitutes at least 66²/3% of the Alcan Common Shares outstanding (calculated on a fully diluted basis) at the time Alcan Common Shares are taken up under the Offer. The conditions of the Offer are set forth in the section of the Circular entitled "Offer — Conditions of the Offer." Subject to applicable law and the Support Agreement, the Offeror reserves the right to withdraw the Offer and to not take up and pay for any Alcan Common Shares deposited pursuant to the Offer unless each of the conditions of the Offer is satisfied or waived by the Offeror at or immediately prior to the Expiry Time. The Offer is not conditional upon the Offeror's entering into any financing arrangements and is not subject to any financing condition.

We are the holder of record of Alcan Common Shares and/or Alcan Rights, if applicable, held by us for your account. The enclosed Letter of Transmittal is furnished to you for your information only and cannot be used by you to deposit Alcan Common Shares and/or Alcan Rights, if applicable, held by us for your account. A deposit of such Alcan Common Shares and/or Alcan Rights, if applicable, can be made only by us as the holder of record and pursuant to your instructions.

        Accordingly, we request instructions as to whether you wish to have us deposit on your behalf any or all of the Alcan Common Shares held by us for your account, in accordance with the terms and subject to the conditions set forth in the Offer.

        Your attention is directed to the following:

1.

The Offer is being made for all issued and outstanding Alcan Common Shares.



2.

The Offer will expire at 6:00 p.m., Eastern Time, on September 24, 2007, unless the Offer is extended or withdrawn by the Offeror.

3.

Alcan shareholders will not be required to pay any fee or commission if they accept the Offer by depositing their Alcan Common Shares directly with the Depositary or if they make use of the services of a Soliciting Dealer (if the Offeror decides to form a Soliciting Dealer Group), in Canada, or Dealer Manager to accept the Offer or, except as set forth in the Letter of Transmittal, stock transfer taxes with respect to the transfer and sale of Alcan Common Shares or Alcan Rights, if applicable, to the Offeror pursuant to the Offer. However, a broker or nominee through whom a shareholder owns Alcan Common Shares may charge a fee to deposit Alcan Common Shares and Alcan Rights, if applicable, on behalf of the Alcan shareholder. Alcan shareholders should contact their broker or dealer to determine whether any charges will apply.



4.

The Offer Consideration payable to Alcan shareholders by the Offeror will be reduced by applicable withholding taxes.



5.

Under no circumstances will interest accrue or be paid on the Offer Consideration by the Offeror or the Depositary to persons who have deposited Alcan Common Shares under the Offer, regardless of any delay in making such payment.

        We urge you to read the enclosed Circular, the Letter of Transmittal and the Notice of Guaranteed Delivery regarding the Offer carefully before instructing us to deposit your Alcan Common Shares or Alcan Rights, if applicable.

        If you wish to have us deposit any or all of the Alcan Common Shares and Alcan Rights, if applicable, held by us for your account, please instruct us by completing, executing and returning to us the instruction form contained in this letter. If you authorize a deposit of your Alcan Common Shares and Alcan Rights, if applicable, all such Alcan Common Shares and Alcan Rights will be deposited unless otherwise specified in your instruction form. Your instructions should be forwarded to us in ample time to permit us to submit a deposit on your behalf before the expiration of the Offer.

        While the Offer is being made to all holders of Alcan Common Shares, this document does not constitute an offer or a solicitation in any jurisdiction in which such offer or solicitation is unlawful. The Offer is not being made to, nor will deposits be accepted in, any jurisdiction in which the making or acceptance thereof would not be in compliance with the laws of such jurisdiction. However, the Offeror may, in its sole discretion, take such action as it may deem necessary to extend the Offer in any such jurisdiction. Any holder of Alcan Common Shares in a jurisdiction in which such an offer or solicitation is unlawful may collect copies of this Circular and related documents at the offices of the Depositary set forth on the back cover of the Circular.

2

Instructions with Respect to the offer by

RIO TINTO CANADA HOLDING INC.,
an indirect wholly-owned subsidiary of

Rio Tinto plc,
TO PURCHASE FOR CASH
all of the outstanding Common Shares
of
ALCAN INC.
at a price of
U.S.$101 Per Common Share

        The undersigned acknowledge(s) receipt of your letter and the enclosed take-over bid circular dated July 24, 2007 (the "Circular"), and the related Letter of Transmittal (the "Letter of Transmittal") and Notice of Guaranteed Delivery (the "Notice of Guaranteed Delivery") relating to the offer (the "Offer") by Rio Tinto Canada Holding Inc. (the "Offeror"), a corporation incorporated under the laws of Canada, and an indirect wholly-owned subsidiary of Rio Tinto plc, a public limited company organized under the laws of England and Wales ("Rio Tinto"), to purchase all of the issued and outstanding common shares of Alcan Inc., a corporation incorporated under the laws of Canada ("Alcan"), together with the associated rights (the "Alcan Rights" and, together with the common shares of Alcan, the "Alcan Common Shares") issued and outstanding under Alcan's Shareholder Rights Plan, for U.S.$101.00 (equivalent to Cdn$105.44 based on the July 20, 2007 Bank of Canada Noon Rate) per Alcan Common Share in cash (less any applicable withholding taxes and without interest).

        This will instruct you to deposit under the Offer the number of Alcan Common Shares (including associated Alcan Rights) indicated below (or, if no number is indicated below, all Alcan Common Shares and Alcan Rights, if applicable) which are held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the Circular, the Letter of Transmittal and the Notice of Guaranteed Delivery furnished to the undersigned.

Number of Alcan Common Shares to be deposited,
including associated Alcan Rights*:	Account Number:

3

SIGN BELOW

Signature(s):

Dated:
, 2007

Please print name(s):

Address:

Area Code and

Telephone Number:

Social Insurance Number,
Taxpayer Identification Number(s)

or Social Security Number(s):

*  Unless otherwise indicated, it will be assumed that all of your Alcan Common Shares and Alcan Rights, if applicable, held by us for your account are to be deposited.

4

EX-99.(A)(5)(A)

Exhibit 99(a)(5)(A)

This announcement is neither an offer to purchase nor the solicitation of an offer to sell Alcan Common Shares (as defined below). The Offer (as defined below) is being made solely by the Circular (as defined below) dated July 24, 2007 and the related Letter of Transmittal (as defined below), as they may be amended or supplemented from time to time, and is being made to all holders of Alcan Common Shares. While the Offer is being made to all holders of Alcan Common Shares, the Offer is not being made nor will deposits be accepted in any jurisdiction in which the making of the Offer or the acceptance thereof would not be in compliance with the securities or other applicable laws of such jurisdiction. However, the Offeror (as defined below) may, in its discretion, take such action as it may deem necessary to make the Offer in any jurisdiction. In those jurisdictions where securities or other applicable laws require the Offer to be made through a licensed broker or dealer, the Offer shall be deemed to be made on behalf of the Offeror by Deutsche Bank Securities Inc. and CIBC World Markets Inc. or one of their affiliates, or by one or more registered brokers or dealers licensed under the laws of such jurisdiction.

Notice of Recommended Cash Offer
for
All of the Outstanding Common Shares
of
Alcan Inc.
for
U.S.$101 per Common Share
by
Rio Tinto Canada Holding Inc.
an indirect wholly-owned subsidiary of

Rio Tinto Canada Holding Inc. (the “Offeror”), a corporation incorporated under the laws of Canada, and an indirect wholly-owned subsidiary of Rio Tinto plc, a public limited company organized under the laws of England and Wales (“Rio Tinto”), is offering to purchase (the “Offer”), upon the terms and subject to the conditions set forth in the take-over bid circular, dated July 24, 2007 (the “Circular”), and in the related letter of transmittal (the “Letter of Transmittal”), each issued and outstanding common share of Alcan Inc. (“Alcan”), together with the associated rights (the “Alcan Rights” and, together with the common shares of Alcan, the “Alcan Common Shares”) issued and outstanding under Alcan’s Shareholder Rights Plan (as defined in the Circular), for U.S.$101 (equivalent to Cdn$105.44 based on the July 20, 2007 Bank of Canada Noon Rate) per Alcan Common Share in cash (less any applicable withholding taxes and without interest) (the “Offer Consideration”).

The Offer, which is subject to certain terms and conditions, is set forth in the Circular, a copy of which will be filed with the securities regulatory authorities in Canada and with a Tender Offer Statement on Schedule TO with the U.S. Securities and Exchange Commission (the “SEC”) and which will be available free of charge through the Internet at www.sedar.com and www.sec.gov, respectively.

THE BOARD OF DIRECTORS OF ALCAN HAS UNANIMOUSLY DETERMINED THAT THE OFFER IS FAIR, FROM A FINANCIAL POINT OF VIEW, TO THE HOLDERS OF ALCAN COMMON SHARES AND IN THE BEST INTERESTS OF ALCAN AND THE HOLDERS OF ALCAN COMMON SHARES AND UNANIMOUSLY RECOMMENDS THAT SUCH HOLDERS ACCEPT THE OFFER AND DEPOSIT THEIR ALCAN COMMON SHARES UNDER THE OFFER.

THE OFFER WILL BE OPEN FOR ACCEPTANCE UNTIL 6:00 P.M., EASTERN TIME, ON SEPTEMBER 24, 2007, UNLESS EXTENDED OR WITHDRAWN BY THE OFFEROR.

The Offer is subject to certain conditions, which are described in the section entitled “Offer—Conditions of the Offer,” including, without limitation, there having been validly deposited under the Offer and not withdrawn at 6:00 p.m., Eastern Time, on September 24, 2007, unless extended or withdrawn by the Offeror (the “Expiry Time”) that number of Alcan Common Shares that, when added to the Alcan Common Shares then owned by the Offeror or any of its subsidiaries, constitutes at least 662/3% of the Alcan Common Shares outstanding (calculated on a fully diluted basis) at the time Alcan Common Shares are taken up under the Offer. Subject to applicable law, the Offeror reserves the right to withdraw the Offer and to not take up and pay for any Alcan Common Shares deposited under the Offer unless each of the conditions of the Offer is satisfied or waived by the Offeror at or prior to the Expiry Time. The Offer is not conditional upon the Offeror entering into any financing arrangements and is not subject to any financing condition.

The Offeror, Rio Tinto and Alcan have entered into a support agreement dated July 12, 2007, as amended, which sets forth, among other things, the terms and conditions upon which Rio Tinto has agreed to cause the Offeror to make, and the Offeror has agreed to make, the Offer and Alcan has agreed to recommend that shareholders accept it (as amended, the “Support Agreement”).

The New York Stock Exchange (the “NYSE”) and the Toronto Stock Exchange (the “TSX”) are the principal trading markets for Alcan Common Shares, which trade under the symbol “AL”. The Offer Consideration represents a premium of 65.5% over the closing share price of Alcan Common Shares on the NYSE on May 4, 2007, the last trading day prior to the announcement of the offer by Alcoa Inc. to purchase all of the outstanding Alcan Common Shares, which offer was withdrawn on July 12, 2007.

Alcan shareholders will not be required to pay any fee or commission if they accept the Offer by depositing their Alcan Common Shares directly with Computershare Investor Services Inc. (the “Depositary”) or if they make use of the services of a soliciting dealer, Deutsche Bank Securities Inc., as Dealer Manager in the U.S., or CIBC World Markets Inc., as Dealer Manager in Canada, to accept the Offer. However, a broker or nominee through whom a shareholder owns Alcan Common Shares may charge a fee to deposit Alcan Common Shares on behalf of the Alcan shareholder. Alcan shareholders should contact their broker or dealer to determine whether any charges will apply.

The total amount of funds required by the Offeror to consummate the Offer and any subsequent acquisition transaction (including to pay for Alcan Common Shares issued as a result of exercised Options) is estimated to be approximately $38.1 billion excluding expenses.

The Offeror is making the Offer in order to acquire all outstanding Alcan Common Shares. If Alcan Common Shares validly deposited under the Offer are taken up and paid for, the Offeror, subject to applicable law, will use its commercially reasonable efforts to acquire, directly or indirectly, all remaining outstanding Alcan Common Shares by way of a subsequent acquisition transaction as described in the section of the Circular entitled “Purpose of the Offer—Purpose; Subsequent Acquisition Transaction.” The terms of any such subsequent acquisition transaction will provide that each outstanding Alcan Common Share will entitle its holder to receive the same consideration paid to Alcan shareholders under the Offer.

Provided all of the conditions to the Offer shall have been waived by the Offeror or satisfied, the Offeror will take up and pay for all of the Alcan Common Shares tendered under the Offer as soon as reasonably practicable and, in any event, not later than two Business Days following the time at which the Offeror becomes entitled to take up such shares under the Offer pursuant to applicable securities laws. Any Alcan Common Shares validly deposited during the Subsequent Offering Period (as defined below) will be taken up immediately and paid for promptly. The Offer may be accepted by delivering to the Depositary at any of its offices specified in the Letter of Transmittal, so as to arrive there not later than the Expiry Time: (1) the certificate or certificates representing the Alcan Common Shares; (2) a Letter of Transmittal in the form accompanying the Offer (or a manually signed facsimile copy), properly completed and manually executed as required by the instructions and rules contained in the Letter of Transmittal; and (3) any other relevant documents required by the instructions and rules in the Letter of Transmittal. Payment will also be made for Alcan Common Shares deposited and taken up pursuant to the Offer if the Offer is accepted by following the procedures for book-entry transfer established by the Canadian Depositary for Securities Limited (“CDS”), provided that a book-entry confirmation through CDSX is received by the Depositary at its offices specified in the Letter of Transmittal prior to the Expiry Time, or by following the procedures for book-entry transfer established by The Depository Trust Company (“DTC”), provided that a book-entry confirmation, together with an agent’s message in respect thereof, or a properly completed and duly executed Letter of Transmittal and any other required documents, are received by the Depositary at its offices specified in the Letter of Transmittal prior to the Expiry Time.

Subject to the Support Agreement, the Offeror reserves the right, subject to certain exceptions described in the Circular, at any time and from time to time to extend the Offer, withdraw the Offer or to vary or change the terms of the Offer by giving written notice or other communication (confirmed in writing) of such extension, withdrawal or variation to the Depositary, and by causing the Depositary, if required by law, to provide as soon as practicable thereafter a copy of such notice in the manner set forth in the section of the Circular entitled “Offer—Notice” to all Alcan shareholders. The Offeror will make a public announcement of such extension, withdrawal or variation as soon as possible after giving notice of an extension, withdrawal or variation to the Depositary (and in the case of an extension of the Offer, no later than 9:00 a.m., Eastern Time, on the earlier of (i) the next business day after the extension and (ii) the next business day after the Expiry Time) and provide a copy of the notice to the NYSE and the TSX. Any notice of extension, withdrawal or variation will be deemed to have been given and to be effective on the day it is delivered or otherwise communicated in writing to the Depositary. Notwithstanding the foregoing, the Offer may not be withdrawn by the Offeror if all the conditions of the Offer have been satisfied or waived by the Offeror at or prior to the Expiry Time.

In the event that the Offeror takes up Alcan Common Shares deposited under the Offer, the Offeror will publicly announce and make available a subsequent offering period (a “Subsequent Offering Period”) pursuant to Rule 14d-11 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which shall expire no earlier than ten business days (as defined under the Shareholder Rights Plan) after the date of such announcement and during which Alcan shareholders may deposit Alcan Common Shares not deposited during the Offer. For purposes of the Exchange Act, a Subsequent Offering Period is an additional period of time beginning on the next business day after the Expiry Time during which Alcan shareholders may deposit Alcan Common Shares not deposited during the Offer. For purposes of applicable Canadian securities laws, a Subsequent Offering Period is an additional period of time by which the Offer is extended, following the satisfaction or waiver of all conditions of the Offer and the take up of all Alcan Common Shares then deposited under the Offer prior to the Expiry Time, and during which period Alcan shareholders may deposit Alcan Common Shares not deposited prior to the commencement of the Subsequent Offering Period with respect to the Offer. The same consideration will be paid to Alcan shareholders depositing Alcan Common Shares during the Subsequent Offering Period as would have been paid prior to the commencement of such period. The Offeror will permit withdrawal of Alcan Common Shares deposited during the Subsequent Offering Period, at any time prior to the expiration of such Subsequent Offering Period; provided, however, that this right of withdrawal will not apply in respect of Alcan Common Shares taken up by the Offeror prior to the Subsequent Offering Period. Under applicable Canadian securities laws, a Subsequent Offering Period must be open for at least 10 calendar days.

Alcan Common Shares deposited under the Offer may be withdrawn by or on behalf of the depositing shareholder (unless otherwise required or permitted by applicable law) (i) at any time before Alcan Common Shares deposited under the Offer are taken up and paid for under the Offer, (ii) during the Subsequent Offering Period (provided, however that this right of withdrawal will not apply in respect of Alcan Common Shares taken up and paid for by the Offeror prior to the Subsequent Offering Period) or (iii) in certain other circumstances as described in the section of the Circular entitled “Offer—Right to Withdraw”.

Notice of withdrawal of deposited Alcan Common Shares must (i) be made by a method that provides the Depositary with a timely written or printed copy of such notice; (ii) be made by or on behalf of the depositing shareholder; (iii) be signed by or on behalf of the depositing shareholder; (iv) specify such shareholder’s identity, the number of Alcan Common Shares to be withdrawn, and the name of the registered shareholder of the Alcan Common Shares being withdrawn; and (v) be actually received by the Depositary within the applicable time limits set forth in the Circular. If certificates evidencing the Alcan Common Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, prior to the physical release of such certificates, the serial numbers shown on such certificates must be submitted to the Depositary and, unless the notice of withdrawal is signed by the registered owner of such Alcan Common Shares or such Alcan Common Shares have been deposited by or for the account of an Eligible Institution, the signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution. If Alcan Common Shares have been deposited pursuant to the procedures for book-entry transfer as described in the section of the Circular entitled “Offer—Manner of Acceptance”, any notice of withdrawal must specify the name and number of the account at CDS or DTC, as applicable, to be credited with the withdrawn Alcan Common Shares or otherwise comply with the procedures of CDS or DTC, as applicable.

The Offeror shall determine all questions relating to the interpretation of the Offer, the Circular, the Letter of Transmittal and the Notice of Guaranteed Delivery, the validity (including time of receipt) of any acceptance of the Offer and any withdrawal of Alcan Common Shares, including, without limitation, the satisfaction or non-satisfaction of any condition, the validity, time and effect of any deposit of Alcan Common Shares or notice of withdrawal of Alcan Common Shares, and the due completion and execution of the Letter of Transmittal or Notice of Guaranteed Delivery, and such determination will be final and binding for all purposes. There will be no obligation on the Offeror, any soliciting dealers, the Dealer Managers, the Information Agent or the Depositary to give notice of any defects or irregularities in any acceptance or notice of withdrawal and no liability shall be incurred by any of them for failure to give any such notification.

The receipt of cash in the Offer generally will be a taxable transaction for Canadian and United States federal income tax purposes. Shareholders are urged to consult their own tax advisors for advice regarding the income tax consequences of the Offer and any subsequent acquisition transaction to them.

The information required to be disclosed by Rule 14d-6(d)(1) of the General Rules and Regulations under the Exchange Act, as amended, is contained in the Circular and is incorporated herein by reference.

The information contained in this advertisement is a summary only. Capitalized terms used but not defined herein that have been defined in the Circular have the meanings ascribed to them in the Circular. The Circular and the related Letter of Transmittal contain important information and should be read carefully and in their entirety before any decision is made with respect to the Offer.

Questions or requests for assistance may be directed to the Information Agent at its address and telephone numbers, or any of the Dealer Managers at their telephone numbers, in each case, as set forth below. Requests for additional copies of the Circular, the accompanying Letter of Transmittal and the Notice of Guaranteed Delivery may be directed to the Information Agent and copies will be furnished promptly at Offeror’s expense. Alcan shareholders may also contact their brokers, dealers, commercial banks, trust companies or other nominees for assistance concerning the Offer.

The Information Agent for the Offer is:

100 University Avenue	17 State Street
11th Floor, South Tower	10th Floor
Toronto, Ontario	New York, NY 10004
Canada M5J 2Y1	United States

North American Toll Free Number: 1-888-605-7629

Banks and Brokers call collect: 1-212-440-9800

The Dealer Managers for the Offer are:

In the U.S.:	In Canada:
Deutsche Bank Securities Inc.	CIBC World Markets Inc.
60 Wall Street	161 Bay Street, 6th Floor
New York, New York 10005	Toronto, Ontario M5J 2S8
Toll Free: (877) 221-7676	Toll Free: (866) 744-2030 (English)
	Telephone: (514) 847-6638 (French)

July 24, 2007

EX-99.(A)(5)(B)

Exhibit 99.(a)(5)(B)

News release…

Date: 24 July 2007

Rio Tinto offer for Alcan commenced

Montréal, Melbourne and London (24 July 2007) - Rio Tinto plc and Alcan Inc. announce that Rio Tinto Canada Holding Inc., an indirect wholly-owned subsidiary of Rio Tinto, will today commence its offer for Alcan and mail its offer and take-over bid circular to Alcan shareholders. The Alcan directors’ circular containing the Alcan board’s unanimous recommendation to accept the Rio Tinto Canada Holding offer is also being mailed to Alcan shareholders. Earlier this month, Rio Tinto and Alcan reached an agreement for Rio Tinto Canada Holding to make an offer to acquire all of Alcan’s outstanding common shares for US$101 per common share in a recommended, all cash transaction.

The offer represents a total consideration for Alcan common shares of approximately US$38.1 billion.

The offer is open for acceptance until 6:00 pm (Eastern Time) on September 24, 2007, unless extended, and is subject to a number of conditions including valid acceptances by holders of not less than 66 2/3 per cent of Alcan shares on a fully diluted basis. The board of Rio Tinto has approved the transaction. The offer is expected to close in the fourth quarter of 2007.

About Rio Tinto

Rio Tinto is a leading international mining group headquartered in the UK, combining Rio Tinto plc, a London listed company, and Rio Tinto Limited, which is listed on the Australian Securities Exchange.

Rio Tinto’s business is finding, mining, and processing mineral resources. Major products are aluminium, copper, diamonds, energy (coal and uranium), gold, industrial minerals (borax, titanium dioxide, salt, talc) and iron ore. Activities span the world but are strongly represented in Australia and North America with significant businesses in South America, Asia, Europe and southern Africa.

About Alcan

Alcan Inc. is a leading global materials company, delivering high quality products, engineered solutions and services worldwide. With operations in bauxite mining, alumina processing, primary metal smelting, power generation, aluminium fabrication, engineered solutions as well as flexible and specialty packaging, and with world class technology, Alcan is well positioned to meet and exceed its customers’ needs. Alcan is represented by 68,000 employees, including its joint ventures, in 61 countries and regions.

Rio Tinto plc  6 St James’s Square  London SW1Y 4LD

Telephone 020 7930 2399  Fax 020 7930 3249

REGISTERED OFFICE:  6 St James’s Square  London SW1Y 4LD  Registered in England No. 719885

For the year ended 31 December 2006, Alcan had audited consolidated revenues of US$23,641 million (2005: US$20,320 million), and profit before taxation of US$2,373 million (2005: US$323 million). Alcan had audited gross assets as at 31 December 2006 of US$28,939 million. The Alcan financial information presented above has been extracted without material amendment from published financial reports prepared under US GAAP.

Contacts

Rio Tinto

Media Relations
London	Australia
Nick Cobban	Ian Head
Office: +44 (0) 20 8080 1305	Office: +61 (0) 3 9283 3620
Mobile: +44 (0) 7920 041 003	Mobile: +61 (0) 408 360 101
Christina Mills
Office:+44 (0) 20 8080 1306
France	Canada/ USA
Tara Hopkins	Louie Cononelos
+ 33 1 41 05 44 57	Office: +1 514 239 4207
	Mobile: +1 801 573 6737
Investor Relations
London	Australia
Nigel Jones	Dave Skinner
Office: +44 (0) 20 7753 2401	Office: +61 (0) 3 9283 3628
Mobile: +44 (0) 7917 227 365	Mobile: +61 (0) 408 335 309
David Ovington	Susie Creswell
Office: +44 (0) 20 7753 2326	Office: +61 (0) 3 9283 3639
Mobile: +44 (0) 7920 010978	Mobile: +61 (0) 418 933 792

Email: questions@riotinto.com

Website: www.riotinto.com

High resolution photographs available at: www.newscast.co.uk

Alcan
Media contact	Investor contact
Anik Michaud	Ulf Quellmann
Office: +1 514 848 8151	Office : +1 514 848 8368
Media.relations@alcan.com	Investor.relations@alcan.com

2

Additional information

IMPORTANT INFORMATION:

The offer to purchase all of the issued and outstanding common shares of Alcan (the “Offer”) is being made by Rio Tinto Canada Holding Inc. (the “Offeror”), an indirect wholly-owned subsidiary of Rio Tinto.

This announcement is for information purposes only and does not constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell, otherwise dispose of or issue, or any solicitation of any offer to sell, otherwise dispose of, issue, purchase, otherwise acquire or subscribe for, any security. The Offer (as the same may be varied or extended in accordance with applicable law) is being made exclusively by means of, and subject to the terms and conditions set out in, the offer and takeover bid circular to be delivered to Alcan and filed with Canadian provincial securities regulators and the United States Securities and Exchange Commission (the “SEC”) and mailed to Alcan shareholders.

The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which this announcement is released, published or distributed should inform themselves about and observe such restrictions.

In connection with the Offer, the Offeror will file with the Canadian securities regulatory authorities and the SEC an offer and takeover bid circular as well as ancillary documents such as a letter of transmittal and a notice of guaranteed delivery and Alcan will file a directors’ circular with respect to the Offer. The Offeror will also file with the SEC a Tender Offer statement on Schedule TO (the “Schedule TO”) and Alcan is expected to file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (the “Schedule 14D-9”). SHAREHOLDERS OF ALCAN ARE URGED TO READ THE OFFER AND TAKEOVER BID CIRCULAR (INCLUDING THE LETTER OF TRANSMITTAL AND NOTICE OF GUARANTEED DELIVERY), THE SCHEDULE TO (INCLUDING THE OFFER AND TAKEOVER BID CIRCULAR, LETTER OF TRANSMITTAL AND RELATED TENDER OFFER DOCUMENTS) AND THE SCHEDULE 14D-9 AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE OFFER.

The offer and takeover bid circular as well as other materials filed with the Canadian securities regulatory authorities are available electronically without charge at www.sedar.com. The Schedule TO and the Schedule 14D-9 will be available electronically without charge at the SEC’s website, www.sec.gov. Materials filed with the SEC or the Canadian securities regulatory authorities may also be obtained without charge at Rio Tinto’s website, www.riotinto.com.

While the Offer is being made to all holders of Alcan common shares, this announcement does not constitute an offer or a solicitation in any jurisdiction in which such offer or solicitation is unlawful. The Offer is not being made in, nor will deposits be accepted in, any jurisdiction in which the making or acceptance thereof would not be in compliance with the laws of such jurisdiction. However, the Offeror may, in its sole discretion, take such action as they may deem necessary to extend the Offer in any such jurisdiction.

In France, an announcement including the main information relating of the offer documents will be prepared and released pursuant to article 231-24 of the AMF General Regulation and will contain information for Alcan shareholders residing in France relating to how to accept, and the time limit for acceptance of this Offer.

A Belgian supplement, addressing issues specific to holders of Alcan ordinary shares and/or International Depositary Receipts (IDRs) in Belgium (the “Belgian Supplement”) is expected to be approved, together with the Offer Document, by the Belgian Banking, Finance and

3

Insurance Commission. Until such approval has been obtained, the Offer cannot be made in Belgium to any holder of Alcan ordinary shares and/or IDRs. Once such approval has been obtained, the Offer Document will be made available in Belgium to all holders of Alcan ordinary shares and/or IDRs together with the Belgian Supplement, and the Offer will be made to such holders.

Forward looking statements

This announcement may contain statements which constitute “forward-looking statements” about Rio Tinto and Alcan. Such statements include, but are not limited to, statements with regard to the outcome of the Offer, and may be (but are not necessarily) identified by the use of phrases such as “will”, “intend”, “estimate”, “expect”, “anticipate”, “believe” and “envisage”.  By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future and may be outside the control of Rio Tinto or Alcan. Actual results and developments may differ materially from those expressed or implied in such statements because of a number of factors, including the outcome of the Offer, revenue benefits and cost synergies being lower than expected, integration costs being higher than expected, levels of demand and market prices, the ability to produce and transport products profitably, the impact of foreign currency exchange rates on market prices and operating costs, operational problems, political uncertainty and economic conditions in relevant areas of the world, the actions of competitors, activities by governmental authorities such as changes in taxation or regulation and such other risk factors identified in Rio Tinto’s most recent Annual Report on Form 20-F filed with the SEC or Form 6-Ks furnished to the SEC or Alcan’s most recent periodic and current reports on Form 10-K, Form 10-Q or Form 8-K filed with the SEC (as the case may be). Forward-looking statements should, therefore, be construed in light of such risk factors and undue reliance should not be placed on forward-looking statements.

Other than in accordance with their legal and regulatory obligations (including, in the case of Rio Tinto, under the UK Listing Rules and the Disclosure and Transparency Rules of the Financial Services Authority), neither Rio Tinto nor Alcan is under any obligation and each of Rio Tinto and Alcan expressly disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

4

EX-99.(B)(1)

Exhibit 99.(b)(1)

CONFORMED COPY

U.S.$40,000,000,000

FACILITY AGREEMENT

dated 12 July 2007

for

RIO TINTO PLC

arranged by

CREDIT SUISSE
DEUTSCHE BANK AG, LONDON BRANCH
THE ROYAL BANK OF SCOTLAND plc

SOCIÉTÉ GÉNÉRALE

with

THE ROYAL BANK OF SCOTLAND plc
acting as Agent

CLIFFORD CHANCE LLP
Linklaters LLP

i

CONTENTS

CLAUSE		PAGE
SECTION 1
INTERPRETATION
1.	Definitions and interpretation	1
SECTION 2
THE FACILITIES
2.	The Facilities	23
3.	Purpose	24
4.	Conditions of Utilisation	25
SECTION 3
UTILISATION
5.	Utilisation	27
6.	Utilisation – Swingline Loans	28
7.	Swingline Loans	30
8.	Optional Currency	32
SECTION 4
REPAYMENT, PREPAYMENT AND CANCELLATION
9.	Repayment	35
10.	Prepayment and cancellation	36
SECTION 5
COSTS OF UTILISATION
11.	Interest	43
12.	Interest Periods	44
13.	Changes to the calculation of interest	45
14.	Fees	46
SECTION 6
ADDITIONAL PAYMENT OBLIGATIONS
15.	Tax gross up and Indemnities	48
16.	Tax Gross up and Indemnities - Canadian Borrowers	54
17.	Increased costs	56
18.	Other indemnities	57
19.	Mitigation by the Lenders	59
20.	Costs and expenses	59
SECTION 7 GUARANTEE
21.	Guarantee and indemnity	61
SECTION 8
REPRESENTATIONS
22.	Representations	64
23.	Information Undertakings	67
24.	Financial covenants	70
25.	General Undertakings	72
26.	Events of Default	74

ii

SECTION 9
CHANGES TO PARTIES
27.	Changes to the Lenders	79
28.	Changes to the Obligors	84
SECTION 10
THE FINANCE PARTIES
29.	Role of the Agent and the Initial Arrangers	86
30.	Conduct of business by the Finance Parties	91
31.	Sharing among the Finance Parties	91
SECTION 11
ADMINISTRATION
32.	Payment mechanics	93
33.	Set-off	96
34.	Notices	96
35.	Calculations and certificates	97
36.	Partial invalidity	98
37.	Remedies and waivers	98
38.	Amendments and waivers	98
39.	Counterparts	99
SECTION 12
GOVERNING LAW AND ENFORCEMENT
40.	Governing law	100
41.	Enforcement	100

THE SCHEDULES

SCHEDULE	PAGE
SCHEDULE 1 The Original Parties	101
SCHEDULE 2 Conditions Precedent	104
SCHEDULE 3 Requests	107
SCHEDULE 4 Mandatory Cost Formulae	110
SCHEDULE 5 Reservations	113
SCHEDULE 6 Form of Transfer Certificate and Assignment Agreement	116
SCHEDULE 7 Form of Accession Letter	120
SCHEDULE 8 Form of Resignation Letter	121
SCHEDULE 9 Timetables	122
SCHEDULE 10 Form of Compliance Certificate	124
SCHEDULE 11 Form of Confidentiality Undertaking	125

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THIS AGREEMENT is dated 12 July 2007 and made between:

(1)RIO TINTO PLC, registration number 719885 (the “Company”);

(2)THE SUBSIDIARIES of the Company listed in Part I of Schedule 1 as original borrowers (together with the Company, the “Original Borrowers”);

(3)THE SUBSIDIARIES of the Company listed in Part I of Schedule 1 as original guarantors (together with the Company, the “Original Guarantors”);

(4)CREDIT SUISSE, DEUTSCHE BANK AG, LONDON BRANCH, THE ROYAL BANK OF SCOTLAND plc and SOCIÉTÉ GÉNÉRALE as bookrunners and initial mandated lead arrangers (whether acting individually or together the “Initial Arrangers”);

(5)THE FINANCIAL INSTITUTIONS listed in Part II of Schedule 1 as lenders (the “Original Lenders”);

(6)THE ROYAL BANK OF SCOTLAND plc as agent of the other Finance Parties under all Facilities (other than the Swingline Facilities) (the “Agent”); and

(7)THE ROYAL BANK OF SCOTLAND plc, NEW YORK BRANCH as agent of the other Finance Parties under the Swingline Facility (the “Swingline Agent”).

IT IS AGREED as follows:

SECTION 1

INTERPRETATION

1.DEFINITIONS AND INTERPRETATION

1.1Definitions

In this Agreement:

“Accession Letter” means a document substantially in the form set out in Schedule 7 (Form of Accession Letter).

“Acquisition” means:

(a)the acquisition of Shares pursuant to the Offer;

(b)the acquisition of Shares pursuant to Section 206 of the Canada Business Corporations Act or pursuant to any amalgamation, statutory arrangement, amendment to articles, consolidation, capital reorganisation, compulsory acquisition or other transaction involving the Target, the Company, Bidco or another Subsidiary of the Company in order to acquire any Shares; and

(c)the acquisition of, or the redemption, termination or cancellation of, any preference shares, options, securities and other rights to receive or relating to any shares or other ownership interests in the Target.

“Acquisition Costs” means all costs, fees and expenses (and Taxes on them) and all stamp duty, stamp duty land tax, registration and other similar Taxes incurred by or on behalf of the

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Company or Bidco in connection with the Acquisition, the Offer Document, the Finance Documents or the financing of the Offer.

“Acquisition Loan” means any Loan to be made for any one or more of the purposes specified in paragraph (a)(i) of Clause 3.1 (Purpose).

“Additional Borrower” means a company which becomes an Additional Borrower in accordance with Clause 28 (Changes to the Obligors).

“Additional Guarantor” means a company which becomes an Additional Guarantor in accordance with Clause 28 (Changes to the Obligors).

“Additional Cost Rate” has the meaning given to it in Schedule 4 (Mandatory Cost Formulae).

“Affiliate” means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company.

“Agent’s Spot Rate of Exchange” means the Agent’s spot rate of exchange for the purchase of the relevant currency with the Base Currency in the London foreign exchange market at or about 11:00 a.m. on a particular day.

“Agreed Form” means, in relation to a document, that:

(a)it is in a form initialled by or on behalf of the Company and the Agent on or before the signing of this Agreement for the purposes of identification; or

(b)if not falling within paragraph (a) above, it is in form and substance satisfactory to the Agent and initialled by or on behalf of the Agent for the purposes of identification.

“Assignment Agreement” means an agreement substantially in the form set out in Schedule 6 (Part II) (Form of Assignment Agreement) or any other form agreed between the relevant assignor and assignee.

“Australian Parent Guarantee” means the deed poll guarantee from Rio Tinto Limited (formerly CRA Limited) (ACN 004 458 404) dated 21 December 1995 in favour of creditors of the Company (formerly The RTZ Corporation PLC).

“Authorisation” means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration.

“Availability Period” means:

(a)in relation to Facility A, the period from and including the date of this Agreement to and including the date which is nine Months after the date of this Agreement;

(b)in relation to Facility B, the period from and including the date of this Agreement to and including the date which is one Month before the Termination Date applicable to Facility B;

(c)in relation to Facility C, the period from and including the date of this Agreement to and including the date which is one Month before the Termination Date applicable to Facility C; and

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(d)in relation to Facility D, the period from and including the date of this Agreement to and including the earlier of (i) the date falling 60 days after the date of first Utilisation under any Facility and (ii) the date falling nine Months after the date of this Agreement.

“Available Commitment” means, in relation to a Facility, a Lender’s Commitment under that Facility minus:

(a)the Base Currency Amount of its participation in any outstanding Loans under that Facility; and

(b)in relation to any proposed Utilisation, the Base Currency Amount of its participation in any Loans that are due to be made under that Facility on or before the proposed Utilisation Date,

other than, in relation to any proposed Utilisation under a Revolving Facility only, that Lender’s participation in any Loans that are due to be repaid or prepaid under that Facility on or before the proposed Utilisation Date.

“Available Facility” means, in relation to a Facility, the aggregate for the time being of each Lender’s Available Commitment in respect of that Facility.

“Base Currency”, U.S.$ or “$” means United States dollars.

“Base Currency Amount” means, in relation to a Loan, the amount specified in the Utilisation Request delivered by a Borrower for that Loan (or, if the amount requested is not denominated in the Base Currency, that amount converted into the Base Currency at the Agent’s Spot Rate of Exchange on the date which is three Business Days before the Utilisation Date or, if later, on the date the Agent receives the Utilisation Request) adjusted to reflect any repayment (other than, in relation to a Term Loan, a repayment arising from a change of currency), prepayment, consolidation or division of the Loan.

“Bidco” means Rio Tinto Canada Holding Inc.

“Borrower” means an Original Borrower or an Additional Borrower, unless it has ceased to be a Borrower in accordance with Clause 28 (Changes to the Obligors).

“Break Costs” means the amount (if any) by which:

(a)the interest (excluding the Margin) which a Lender should have received for the period from the date of receipt of all or any part of its participation in a Loan or Unpaid Sum to the last day of the current Interest Period in respect of that Loan or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period;

exceeds:

(b)the amount which that Lender would be able to obtain by placing an amount equal to the principal amount or Unpaid Sum received by it on deposit with a leading bank in the Relevant Interbank Market for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period.

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“Business Day” means a day (other than a Saturday or Sunday) on which banks are open for general business in London and:

(a)(in relation to any date for payment or purchase of United States dollars) New York City; and

(b)(in relation to any date for payment or purchase of Canadian dollars) Toronto.

“Can.$ “ means Canadian dollars.

“Canadian Borrower” means a Borrower that is or is deemed to be a resident of Canada for the purposes of the Canadian Tax Act.

“Canadian Obligor” means an Obligor that is or is deemed to be a resident of Canada for the purposes of the Canadian Tax Act.

“Canadian Tax Act” means the Income Tax Act (Canada).

“Certain Funds Default” means a Default arising under:

(a)Clause 26.1 (Non-payment);

(b)Clause 26.3 (Other obligations) as it relates to:

(i)Clause 25.4 (Negative pledge), as it relates to an Original Obligor;

(ii)Clause 25.3 (Pari passu ranking); or

(iii)Clause 25.8 (The Acquisition);

(c)Clause 26.4 (Misrepresentation) as it relates to:

(i)Clause 22.2 (Status);

(ii)Clause 22.3 (Binding obligations);

(iii)Clause 22.4 (Non-conflict with other obligations); or

(iv)Clause 22.5 (Power and authority),

in each case, as it relates to each Original Obligor;

(d)Clause 26.6 (Insolvency) or 26.7 (Insolvency proceedings); or

(e)Clause 26.11 (Unlawfulness) or Clause 26.12 (Repudiation).

“Commitment” means a Facility A Commitment, a Facility B Commitment, a Facility C Commitment or a Facility D Commitment.

“Compliance Certificate” means a certificate substantially in the form set out in Schedule 10 (Form of Compliance Certificate).

“Confidential Information” means, in relation to a Finance Party, any information relating to the Company, the Group or the Facilities (including, without limitation, the Information Memorandum) provided to that Finance Party by either:

(i)any member of the Group or any of their advisers, or

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(ii)another Finance Party, if the information was obtained directly or indirectly from any member of the Group or any of the Group’s advisers,

in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes information that:

(a)is or becomes public knowledge other than as a direct or indirect result of any breach by that Finance Party of a Finance Document or any confidentiality undertaking; or

(b)either:

(A)is known by that Finance Party before the date the information is disclosed to it by any member of the Group or any of their advisers or by another Finance Party in the circumstances set out in (ii) above; or

(B)is lawfully obtained by it after that date, other than (directly or indirectly) from a source which is connected with the Group

and which, in either case, as far as that Finance Party is aware, has not been obtained in violation of, and is not otherwise subject to, any obligation of confidentiality.

“Confidentiality Undertaking” means a confidentiality undertaking substantially in a recommended form of the LMA as set out in Schedule 11 (LMA Form of Confidentiality Undertaking) or in any other form agreed between the Company and the Agent.

“Consolidated Net Worth plus Minorities of the Company and Rio Tinto Limited” means:

(a)the amount for the time being paid up or credited as paid up on the issued share capital of the Company and Rio Tinto Limited;

(b)plus the amount standing to the credit (or, as the case may be, minus the amount standing to the debit) of the consolidated profit and loss account of the Company and Rio Tinto Limited and their Subsidiaries as at the end of the latest financial year (or half year) for which financial statements of the Company, Rio Tinto Limited and their Subsidiaries have been published, plus any other consolidated reserves of the Company and Rio Tinto Limited and their Subsidiaries (including any share premium account or capital redemption reserve) and plus all amounts that have been written off (to profit and loss account or other reserves) in respect of goodwill (as defined under accounting principles generally accepted in the United Kingdom); and

(c)plus (to the extent not already included) the amount attributable to the interests of outside holders of issued share capital in any of the Subsidiaries of the Company or Rio Tinto Limited.

For the purposes of the foregoing, all items shall be calculated on a consolidated basis and (subject only as may be required in order to reflect the express inclusion or exclusion of items as specified in this definition) shall be as shown in the latest published consolidated balance sheet of the Company and Rio Tinto Limited and their Subsidiaries.

“Default” means an Event of Default or any event or circumstance specified in Clause 26 (Events of Default) which would (with the expiry of a grace period, the giving of notice, the

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making of any determination under the Finance Documents or any combination of any of the foregoing, each as specified in Clause 26 (Events of Default)) be an Event of Default.

“Defeasance Arrangement” means an arrangement pursuant to which money, securities and/or other assets are paid to, and/or deposited with, a depository in an amount designed to pay or discharge in full (or to provide in full, either alone or together with income or profit therefrom, for) any liability in respect of any notes, bonds, debentures, debenture stock or other Financial Indebtedness.

“Derivatives Transactions” means any transaction as described in paragraph (g) of the definition of “Financial Indebtedness”.

“Disruption Event” means either or both of:

(a)a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the Facilities (or otherwise in order for the transactions contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties; or

(b)the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of a Party preventing that, or any other Party:

(i)from performing its payment obligations under the Finance Documents; or

(ii)from communicating with other Parties in accordance with the terms of the Finance Documents,

and which (in either such case) is not caused by, and is beyond the control of, the Party whose operations are disrupted.

“Environment” means living organisms including the ecological systems of which they form part and the following media:

(a)air (including air within natural or man-made structures, whether above or below ground);

(b)water (including territorial, coastal and inland waters, water under or within land and water in drains and sewers); and

(c)land (including land under water).

“Environmental Law” means all laws and regulations of any relevant jurisdiction which:

(a)have as a purpose or effect the protection of, and/or prevention of harm or damage to, the Environment;

(b)provide remedies or compensation for harm or damage to the Environment; or

(c)relate to Hazardous Substances or health and safety matters.

“Environmental Licence” means any Authorisation required at any time under Environmental Law.

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“Event of Default” means any event or circumstance specified as such in Clause 26 (Events of Default).

“Excluded Subsidiary” means:

(a)Rossing Uranium Limited, any Subsidiary thereof and any successor of any of them;

(b)any member of the Group (or any of its Subsidiaries) other than the Target where (i) any of its shares are listed on a stock exchange and (ii) any person who is not a member of the Group owns any of those shares; or

(c)any Joint Venture.

“Facility” means Facility A, Facility B, Facility C, Facility D or the Swingline Facility.

“Facility A” means the term loan facility made available under this Agreement as described in paragraph (a) of Clause 2.1 (The Facilities).

“Facility A Commitment” means:

(a)in relation to an Original Lender, the amount in the Base Currency set opposite its name under the heading “Facility A Commitment” in Part II of Schedule 1 (The Original Parties) and the amount of any other Facility A Commitment transferred to it under this Agreement; and

(b)in relation to any other Lender, the amount in the Base Currency of any Facility A Commitment transferred to it under this Agreement,

to the extent not cancelled, reduced or transferred by it under this Agreement.

“Facility A Loan” means a loan made or to be made under Facility A or the principal amount outstanding for the time being of that loan.

“Facility A Repayment Date” means the Termination Date applicable to Facility A.

“Facility B” means the revolving loan facility made available under this Agreement as described in paragraph (b) of Clause 2.1 (The Facilities).

“Facility B Commitment” means:

(a)in relation to an Original Lender, the amount in the Base Currency set opposite its name under the heading “Facility B Commitment” in Part II of Schedule 1 (The Original Parties) and the amount of any other Facility B Commitment transferred to it under this Agreement; and

(b)in relation to any other Lender, the amount in the Base Currency of any Facility B Commitment transferred to it under this Agreement,

to the extent not cancelled, reduced or transferred by it under this Agreement.

“Facility B Loan” means a loan made or to be made under Facility B or the principal amount outstanding for the time being of that loan.

“Facility C” means the revolving loan facility made available under this Agreement as described in paragraph (c) of Clause 2.1 (The Facilities).

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“Facility C Commitment” means:

(a)in relation to an Original Lender, the amount in the Base Currency set opposite its name under the heading “Facility C Commitment” in Part II of Schedule 1 (The Original Parties) and the amount of any other Facility C Commitment transferred to it under this Agreement; and

(b)in relation to any other Lender, the amount in the Base Currency of any Facility C Commitment transferred to it under this Agreement,

to the extent not cancelled, reduced or transferred by it under this Agreement.

“Facility C Loan” means a loan made or to be made under the Facility C, or the principal amount outstanding for the time being of that loan.

“Facility D” means the term loan facility made available under this Agreement as described in paragraph (d) of Clause 2.1 (The Facilities).

“Facility D Commitment” means:

(a)in relation to an Original Lender, the amount in the Base Currency set opposite its name under the heading “Facility D Commitment” in Part II of Schedule 1 (The Original Parties) and the amount of any other Facility D Commitment transferred to it under this Agreement; and

(b)in relation to any other Lender, the amount in the Base Currency of any Facility D Commitment transferred to it under this Agreement,

to the extent not cancelled, reduced or transferred by it under this Agreement.

“Facility D Lender’s Own Taxes” means Taxes imposed on or measured by the net income or capital of a Lender under Facility D by a governmental body of a jurisdiction in which the Lender under Facility D is subject to taxation by reason of the fact that the Lender under Facility D:

(a)is or was incorporated or formed under the laws of that jurisdiction or any political subdivision thereof;

(b)has its Facility Office in respect of the Facility D Loan in that jurisdiction;

(c)has or had a permanent establishment or a fixed place of business in that jurisdiction;

(d)is or was resident in or a citizen of that jurisdiction; or

(e)is or was carrying on a trade or business in that jurisdiction,

but shall exclude:

(i)Taxes (including under Part XIII of the Canadian Tax Act or any successor provisions) imposed on the net income or capital of a Facility D Lender only by reason of the fact that the Lender under Facility D has executed, delivered or performed its obligations under, has received or is entitled or receive payments under, or has enforced, any Finance Document; and

(ii)sales, excise or value added taxes imposed with respect to any goods or services made available by that Lender under Facility D by reason of the fact that

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the Lender under Facility D has executed, delivered or performed its obligations under, has received or is entitled to receive payments under, or has enforced, any Finance Document.

“Facility D Loan” means a loan made or to be made under Facility D or the principal amount outstanding for the time being of that loan.

“Facility D Repayment Date” means the Termination Date applicable to Facility D.

“Facility Office” means the office or offices notified by a Lender to the Agent in writing on or before the date it becomes a Lender (or, following that date, by not less than five Business Days’ written notice) as the office or offices through which it will perform its obligations under this Agreement.

“Fee Letter” means any letter or letters dated on or about the date of this Agreement between the Initial Arrangers and the Company (or the Agent and the Company) setting out any of the fees referred to in Clause 14 (Fees).

“Finance Company” means a member of the Group which:

(a)raises finance for use in the Group;

(b)is not an operating company;

(c)does not have any assets other than:

(i)receivables from loans made by it to other members of the Group;

(ii)shares in other Finance Companies;

(iii)receivables from derivative transactions entered into by it; or

(iv)any other assets associated with acting as a finance raising company for the Group; and

(d)does not have any Subsidiaries which are operating companies.

“Finance Document” means this Agreement, the Syndication Letter, any Fee Letter, any Accession Letter, any Resignation Letter and any other document designated as such by the Agent and the Company.

“Finance Party” means the Agent, the Swingline Agent, the Initial Arrangers or a Lender.

“Financial Indebtedness” means any indebtedness for or in respect of:

(a)moneys borrowed;

(b)any amount raised by acceptance under any acceptance credit facility or dematerialised equivalent;

(c)any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;

(d)the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with GAAP, be treated as a finance or capital lease;

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(e)receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);

(f)any amount raised under any other transaction (including any forward sale or purchase agreement) entered into primarily for the purpose of raising finance and which would, in accordance with GAAP, be treated as a borrowing;

(g)any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the marked to market value shall be taken into account);

(h)shares which are expressed to be redeemable prior to the Termination Date applicable to Facility D;

(i)any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution (other than where the underlying liability covered by that guarantee, indemnity, bond, letter of credit or other instrument is a liability (i) of a member of the Group arising in the ordinary course of its business, and (ii) which does not constitute Financial Indebtedness as described in paragraphs (a) to (h) above); and

(j)the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (a) to (i) above.

“GAAP” means generally accepted accounting principles standards and practices in the United Kingdom, including IFRS.

“Group” means the Company, Rio Tinto Limited and their respective Subsidiaries for the time being including, from the Unconditional Date, the Target and its Subsidiaries.

“Guarantor” means an Original Guarantor or an Additional Guarantor.

“Hazardous Substance” means any waste, pollutant, contaminant or other substance (including any liquid, solid, gas, ion, living organism or noise) that may be harmful to human health or other life or the Environment or a nuisance to any person or that may make the use or ownership of any affected land or property more costly.

“Holding Company” means, in relation to a company or corporation, any other company or corporation in respect of which it is a Subsidiary.

“IFRS” means international accounting standards within the meaning of the IAS Regulation 1606/2002 to the extent applicable to the relevant financial statements.

“Income Tax Act” means the Income Tax Act 2007.

“Information Memorandum” means the document in the form approved by the Company concerning the Group (as enlarged by the Acquisition) which, at the Company’s request and on its behalf, is to be prepared in relation to Syndication and distributed by the Initial Arrangers to selected financial institutions after the date of this Agreement.

“Information Package” means:

(a)the Information Memorandum; and

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(b)the Initial Information.

“Initial Information” means the presentation materials entitled “Jupiter recommended acquisition of Saturn – Financing banks briefing materials” dated 2 July 2007.

“Interest Period” means, in relation to a Loan, each period determined in accordance with Clause 12 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with Clause 11.3 (Default interest).

“Joint Decision” has the meaning given to it on the Articles of Association of the Company.

“Joint Venture” means a partnership, corporation, joint venture or unincorporated organisation or association whose business or activities substantially consist of or are related to the exploration, development, mining and/or exploitation (including processing and marketing) of base and precious metals, other minerals, petroleum or any other materials whatsoever.

“Lender” means:

(a)any Original Lender; and

(b)any bank, financial institution, trust, fund or other entity which has become a Party in accordance with Clause 27 (Changes to the Lenders),

which in each case has not ceased to be a Party in accordance with the terms of this Agreement.

“LIBOR” means, in relation to any Loan:

(a)the applicable Screen Rate; or

(b)(if no Screen Rate is available for the currency or Interest Period of that Loan) the arithmetic mean of the rates (rounded upwards to five decimal places) as supplied to the Agent at its request quoted by the Reference Banks to leading banks in the London interbank market,

as of the Specified Time on the Quotation Day for the offering of deposits in the currency of that Loan and for a period comparable to the Interest Period for that Loan.

“LMA” means the Loan Market Association.

“Loan” means a Facility A Loan, a Facility B Loan, a Facility C Loan, a Facility D Loan or a Swingline Loan.

“Majority Lenders” means:

(a)if there are no Loans then outstanding, a Lender or Lenders whose Commitments aggregate more than 66²/₃% of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 66²/₃% of the Total Commitments immediately prior to the reduction); or

(c)at any other time, a Lender or Lenders whose participations in the Loans then outstanding aggregate more than 66²/₃% of all the Loans then outstanding.

“Mandatory Cost” means the percentage rate per annum calculated by the Agent in accordance with Schedule 4 (Mandatory Cost formulae).

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“Margin” means:

(a)until paragraph (b) below applies:

(i)in relation to any Facility A Loan 0.225 per cent. per annum;

(ii)in relation to any Facility B Loan 0.275 per cent. per annum;

(iii)in relation to any Facility C Loan 0.325 per cent. per annum; and

(iv)in relation to any Facility D Loan 0.325 per cent. per annum;

(b)at any time following the Unconditional Date, the rate per annum determined by reference to the credit ratings assigned by Moody’s and S&P to the Company’s long-term senior unsecured debt not credit enhanced (each a “long term credit rating”) last published (and not withdrawn) at that time in accordance with the following table:

Rating	Margin (%p.a.) (Facility A)	Margin (% p.a.) (Facility B)	Margin (% p.a.) (Facility C)	Margin (%p.a.) (Facility D)
A+ (S&P) / A1 (Moody’s) or higher	0.175	0.225	0.275	0.275
A (S&P) / A2 (Moody’s)	0.225	0.275	0.325	0.325
A- (S&P) / A3 (Moody’s)	0.275	0.325	0.375	0.375
BBB+ (S&P) / Baa1 (Moody’s) or lower	0.325	0.375	0.425	0.425

However:

(i)This paragraph (b) will not apply until (A) the Unconditional Date has occurred and (B) Moody’s and S&P have each confirmed or revised their long term credit rating to apply taking into account the Acquisition;

(ii)if the long-term credit ratings assigned by Moody’s and S&P differ, the Margin will be determined on the basis of the simple average of the Margins indicated for the respective ratings;

(iii)if there is only one long-term credit rating, the Margin will be determined on the basis of that rating;

(iv)if there is no current long-term credit rating, the Margin will be the highest level set out in the table above;

(v)if an Event of Default occurs and is continuing the Margin for all Loans shall be or shall immediately revert to the highest level set out in the table above until no Event of Default

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is continuing, in which case, the Margin shall then be determined in accordance with the ratings as set out in the table above; and

(vi)in this definition:

(i)“Moody’s” means Moody’s Investors Service Inc.;

(ii)“S&P” means Standard & Poor’s Ratings Service; and

(c)in relation to any Unpaid Sum the rate per annum applicable to the Facility (having regard to the table set out in paragraph (b) above) in relation to which the Unpaid Sum arises, or if such Unpaid Sum does not arise in relation to a particular Facility, the highest rate per annum applying to any Facility.

“Material Adverse Effect” means a material adverse effect on or material adverse change in the ability of the Obligors (taken as a whole) to perform and comply with their payment obligations under this Agreement.

“Month” means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:

(a)if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day;

(b)if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month; and

(c)an Interest Period starting on the last day of a month shall end on the last Business Day of the next calendar month, notwithstanding paragraph (a) above.

The above rules will only apply to the last Month of any period.

“New York Business Day” means a day (other than a Saturday or Sunday) on which banks are open for general business in New York City.

“Obligor” means a Borrower or a Guarantor.

“Offer” means the offer made or proposed to be made on behalf of the Company or Bidco for the Shares as that offer may from time to time be amended, extended, revised or waived.

“Offer Document” means the offer document to be posted by the Company or Bidco to holders of Shares in the Target containing the Offer.

“Optional Currency” means Canadian dollars.

“Original Financial Statements” means the audited consolidated financial statements of the Company and Rio Tinto Limited and their respective Subsidiaries for the financial year ended 31 December 2006.

“Original Obligor” means an Original Borrower or an Original Guarantor.

“Party” means a party to this Agreement.

“Permitted Security” means:

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(a)any Security created with the prior consent of the Majority Lenders provided that, except to the extent permitted by any of the exceptions contained in the following paragraphs in this definition, the principal amount of the Financial Indebtedness secured by any such Security shall not at any time be increased beyond the amount so consented to without further consent of the Majority Lenders;

(b)any Security arising by operation of law (or by agreement to substantially the same effect) and not as a result of any default or omission on the part of any member of the Group and any Security for unpaid taxes to the extent not due and payable or, if due and payable, for so long as good faith efforts to contest same are being undertaken by any member of the Group;

(c)any Security created prior to the signing of this Agreement provided that, except to the extent permitted by any of the other exceptions contained in the other paragraphs of this definition, the principal amount of the Financial Indebtedness secured by any such Security shall not be increased after the signing of this Agreement beyond the maximum aggregate principal amount which could be borrowed or raised under the facility (as in effect at the signing of this Agreement) in relation to which such Security was created;

(d)any Security to secure the payment of, or created in connection with the financing of, all or part of the purchase price of, or other consideration paid for, and/or cost of the acquisition, purchase, construction, development, exploitation, preservation, expansion, extension and/or improvement by any member of the Group (in each case whether alone or in association with others) of, or of any right or interest in or in respect of, any assets, or to secure Financial Indebtedness incurred (whether prior to, at the time of, or after the completion of such acquisition, purchase, construction, development, exploitation, preservation, expansion, extension and/or improvement) for the purpose of financing or refinancing all or any part of such price, consideration and/or cost, provided that:

(i)the Security relates only to:

(A)those assets or products from those assets and/or income or profit from those assets or of such products; and/or

(B)any right or interest in or in respect of those assets and/or shares or the like in the owner of such assets and/or products from those assets and/or income or profit from those assets and/or of such products and/or of such shares or the like; and

(ii)the Security secures no more than the purchase price of, or other consideration paid for, and/or costs of construction, development, exploitation, preservation, expansion, extension and/or improvement of, those assets or any right or interest in or in respect of those assets, including any financing or refinancing costs associated with any such purchase price or other consideration and/or costs;

(e)any Security securing Financial Indebtedness given over money, securities and/or other assets paid to and/or deposited with a depositary pursuant to a Defeasance Arrangement;

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(f)any Security created to secure the performance of bids, tenders, leases, statutory obligations, surety and appeal bonds, contracts, performance and return of money bonds and other obligations of a like nature incurred in the ordinary course of business of any member of the Group;

(g)any Security on or over all or any part of the interest of any member of the Group in any Joint Venture, including the revenues and assets derived by a member of the Group from such Joint Venture or employed by a member of the Group in such Joint Venture, in favour of its co venturers and/or the manager or operator of the Joint Venture to secure the due payment of amounts payable under or in respect of such Joint Venture;

(h)any Security arising in the ordinary course of dealings in base and precious metals, other minerals, petroleum or any other materials whatsoever;

(i)any Security arising in the ordinary course of payment netting arrangements, Derivatives Transactions and other normal banking transactions;

(j)any Security over assets acquired after the signing of this Agreement and existing at the date of acquisition of such assets but not created in contemplation of such acquisition;

(k)any Security over goods and documents of title thereto and other related documents arising in the ordinary course of letter of credit transactions;

(l)any Security securing obligations owed to a wholly-owned Subsidiary of the Company or Rio Tinto Limited;

(m)any Security securing Financial Indebtedness to refinance other Financial Indebtedness secured by Security permitted by any one or more of the exceptions above and/or the exception contained in this paragraph (m), provided that, except to the extent otherwise permitted pursuant to paragraph (n), the principal amount of the Financial Indebtedness secured by any such Security is not increased and any such Security does not extend to any assets other than those which were subject to the Security securing the refinanced Financial Indebtedness; and

(n)any Security securing Financial Indebtedness not otherwise permitted to be secured by Security, provided that the aggregate outstanding principal amount of the Financial Indebtedness so secured, taking such Financial Indebtedness of the members of the Group (other than the Excluded Subsidiaries) together, shall not at any time exceed 10% of the Consolidated Net Worth plus Minorities of the Company and Rio Tinto Limited.

“Press Release” means the press release to be issued by or on behalf of the Company announcing the terms and conditions of the Offer.

“Project Finance Borrowing” means any Financial Indebtedness to finance a project:

(a)which is borrowed or raised by a single purpose company, corporation or other entity (being a company, corporation or other entity in the Group) whose principal assets and business are constituted by such project and whose liabilities in respect of such Financial Indebtedness are not the subject of a guarantee, indemnity or any other form of assurance, undertaking or financial support from another company, corporation or

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other entity in the Group except as expressly provided for in sub-paragraph (b)(iii) below; or

(b)in respect of and in connection with which the person or persons making such Financial Indebtedness available to the relevant borrower (being a company, corporation or other entity in the Group) have no recourse whatsoever to a company in the Group for the repayment of or payment of any sum relating to such Financial Indebtedness other than:

(i)recourse to the borrower for amounts limited to the aggregate cash flow or net cash flow (other than historic cash flow or historic net cash flow) from such project; and/or

(ii)recourse to the borrower for the purpose only of enabling amounts to be claimed in respect of such Financial Indebtedness upon an enforcement of any Security given by the borrower over the assets comprised in such project and/or by any shareholder or the like in the borrower over its shares or the like in the capital of the borrower to secure such Financial Indebtedness and/or any recourse permitted by (iii) below, provided that (A) the extent of such recourse to the borrower is limited solely to the amount of any recoveries made on any such enforcement, and (B) such person or persons are not entitled, by virtue of any right or claim arising out of or in connection with such Financial Indebtedness, to commence proceedings for the winding-up or dissolution of the borrower or to appoint or procure the appointment of any receiver, trustee or similar person or official in respect of the borrower or any of its assets (save for the assets the subject of such Security); and/or

(iii)recourse to the borrower, or another company, corporation or other entity in the Group under a guarantee, indemnity or other form of assurance, undertaking or financial support, which in any case (A) is limited to a claim for damages for breach of an obligation (not being a payment obligation) of the person against whom such recourse is available, and/or (B) entitles the creditor for such Financial Indebtedness, upon default by the borrower, such person or any other person, to require a payment to be made (whether to or for the benefit of such creditor, the borrower or another person) provided that, in the case of (B), where such payment is capable of being for an amount which is material either alone or as a percentage of the Financial Indebtedness financing the project, such recourse is capable of being called on only during the period prior to practical completion of the project or of that proportion of the project being financed by such Financial Indebtedness; or

(c)which the Majority Lenders shall have agreed in writing to treat as a Project Finance Borrowing for the purpose of this Agreement.

“Publicly-held Shares” has the meaning given to it on the Articles of Association of the Company.

“Qualifying Lender” has the meaning given to it in Clause 15 (Tax gross-up and indemnities).

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“Quotation Day” means, in relation to any period for which an interest rate is to be determined, two Business Days before the first day of that period, unless market practice differs in the Relevant Interbank Market for a currency, in which case the Quotation Day for that currency will be determined by the Agent in accordance with market practice in the Relevant Interbank Market (and if quotations for that currency and period would normally be given by leading banks in the Relevant Interbank Market on more than one day, the Quotation Day will be the last of those days).

“Reference Banks” means, in relation to LIBOR, the principal London offices of Credit Suisse, Deutsche Bank AG, London Branch, The Royal Bank of Scotland plc and Société Générale or such other banks as may be appointed by the Agent in consultation with the Company.

“Relevant Amount” means, in the case of a single Relevant Borrowing, U.S.$100,000,000 or equivalent in other currencies and, in the case of any two or more Relevant Borrowings together, an aggregate of U.S.$200,000,000 or equivalent in other currencies.

“Relevant Borrowing(s)” means Financial Indebtedness incurred or owing by any one or more of the Relevant Companies, other than (a) under this Agreement or (b) a Project Finance Borrowing.

“Relevant Company” means:

(a)each Obligor;

(b)Rio Tinto Limited and Rio Tinto Finance Limited; and

(c)each other member of the Group (other than the Excluded Subsidiaries).

“Relevant Interbank Market” means the London interbank market.

“Repeating Representations” means each of the representations set out in Clauses 22.2 (Status) to 22.5 (Power and authority), 22.7 (Governing law and enforcement), 22.10 (No default) and 22.13 (No proceedings pending or threatened).

“Reservations” means the qualifications and limitations set out in Schedule 5 (Reservations).

“Resignation Letter” means a letter substantially in the form set out in Schedule 8 (Form of Resignation Letter).

“Revolving Facility” means Facility B or Facility C.

“Revolving Loan” means a Facility B Loan or a Facility C Loan.

“Rio Tinto Finance Limited” means Rio Tinto Finance Limited a company incorporated in Australia with registered number ACN 008 559 046.

“Rio Tinto Limited” means Rio Tinto Limited a company incorporated in Australia with registered number ACN 004 458 404.

“Rollover Loan” means one or more Revolving Loans:

(a)made or to be made on the same day that one or more maturing Revolving Loans is or are due to be repaid;

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(b)the aggregate amount of which is equal to or less than the maturing Revolving Loans(s) (unless it is more than the maturing Revolving Loan(s) solely because it arose as a result of the operation of Clause 8.2 (Unavailability of a currency));

(c)in the same currency as the maturing Revolving Loan(s) (unless it arose as a result of the operation of Clause 8.2 (Unavailability of a currency)); and

(d)made or to be made to the same Borrower for the purpose of refinancing the maturing Revolving Loan(s).

“Screen Rate” means the British Bankers Association Interest Settlement Rate for the relevant currency and period displayed on the appropriate page of the Reuters screen. If the agreed page is replaced or service ceases to be available, the Agent may specify another page or service displaying the appropriate rate after consultation with the Company and the Lenders.

“Security” means a mortgage, pledge, lien, charge, assignment for the purpose of providing security, hypothecation, hypothec, security interest or trust arrangement for the purpose of providing security.

“Selection Notice” means a notice substantially in the form set out in Part II of Schedule 3 (Requests) given in accordance with Clause 12 (Interest Periods) in relation to a Term Facility.

“Shares” means all the issued common shares in the capital of the Target.

“Specified Time” means a time determined in accordance with Schedule 9 (Timetables).

“Subsidiary” means:

(a)in relation to the Company (or any Subsidiary of the Company), any company which is a subsidiary of the Company (or, as the case may be, of that Subsidiary of the Company) within the meaning ascribed to the term “subsidiary” in Section 736 of the Companies Act 1985; and

(b)in relation to Rio Tinto Limited (or any Subsidiary of Rio Tinto Limited), any company which is a subsidiary of Rio Tinto Limited (or, as the case may be, of that Subsidiary of Rio Tinto Limited) within the meaning ascribed to the term “subsidiary” in Section 9 of the Corporations Act 2001 of the Commonwealth of Australia,

provided that where such term is used for the purposes of Clause 24 (Financial Covenants) in relation to the financial statements of the Group or the relevant person (or any calculation made by reference to those financial statements), it shall mean any company, corporation or other entity or person which either is a Subsidiary in accordance with the foregoing or is treated in the audited consolidated accounts of the Company and Rio Tinto Limited and their subsidiaries as at and for the financial year of the Company and Rio Tinto Limited most recently ended or ending as being a subsidiary or subsidiary undertaking of one of the Company or Rio Tinto Limited; and

(c)in relation to any other company, corporation or other legal entity, (a “holding company”), a company, corporation or other legal entity:

(i)which is controlled, directly or indirectly, by the holding company;

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(ii)more than half the issued share capital of which is beneficially owned, directly or indirectly, by the holding company; or

(iii)which is a subsidiary of another Subsidiary of the holding company,

and, for this purpose, a company or corporation shall be treated as being controlled by another if that other company or corporation is able to determine the composition of the majority of its board of directors or equivalent body.

“Swingline Agent” means the Agent or an affiliate of the Agent as designated by the Agent.

“Swingline Commitment” means:

(a)in relation to a Swingline Lender on the date of this Agreement, the amount in the Base Currency set opposite its name under the heading “Swingline Commitment” in Part III of Schedule 1 (The Original Parties) and the amount of any other Swingline Commitment transferred to it under this Agreement; and

(b)in relation to any other Swingline Lender, the amount of any Swingline Commitment transferred to it under this Agreement,

to the extent not cancelled, reduced or transferred by it under this Agreement.

“Swingline Facility” means the swingline loan facility made available under this Agreement described in Clause 7 (Swingline Loans).

“Swingline Lender” means:

(a)an Original Lender or an Affiliate of an Original Lender listed in Part III of Schedule 1 (The Original Parties) as a Swingline Lender; or

(b)any other person that becomes a Swingline Lender after the date of this Agreement in accordance with Clause 27 (Changes to the Lenders),

which in each case has not ceased to be a Party in accordance with the terms of this Agreement.

“Swingline Loan” means a loan made or to be made under the Swingline Facility or the principal amount outstanding for the time being of that loan.

“Syndication” means general syndication of the Facilities.

“Syndication Date” means the date (as notified by the Agent to the Company) on which Syndication has been completed and the additional syndicate members have become bound by this Agreement.

“Syndication Letter” means the letter dated on or about the date of this Agreement between the Initial Arrangers and the Company.

“Target” means Alcan Inc.

“Target Group” means the Target and its Subsidiaries.

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“Tax” means any tax of any kind or nature whatsoever, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

“Taxes Act” means the Income and Corporation Taxes Act 1988.

“Term Facility” means Facility A or Facility D.

“Term Loan” means a Facility A Loan or a Facility D Loan.

“Termination Date” means:

(a)in relation to Facility A, the date which is 364 days from the first Utilisation Date or, if Facility A has been extended pursuant to Clause 9.5 (Facility A extension option), the date to which the Termination Date applicable to Facility A has been extended in accordance with that Clause;

(b)in relation to Facility B, the date which is three years after the earlier of (i) the date of first Utilisation under any Facility and (ii) the date falling nine months after the date of this Agreement;

(c)in relation to Facility C, the date which is five years after the earlier of (i) the date of first Utilisation under any Facility and (ii) the date falling nine months after the date of this Agreement; and

(d)in relation to Facility D, the date which is five years and one Business Day after the expiry of the Availability Period in respect of Facility D,

(except that, in each case, if the Termination Date of a Facility (except for Facility D) would otherwise fall on a day which is not a Business Day, it will instead be the immediately preceding Business Day and if the Termination Date of Facility D would otherwise fall on a day which is not a Business Day, it will instead be the immediately following Business Day).

“Total Commitments” means the aggregate of the Total Facility A Commitments, the Total Facility B Commitments, the Total Facility C Commitments and the Total Facility D Commitments, being U.S.$40,000,000,000 at the date of this Agreement.

“Total Facility A Commitments” means the aggregate of the Facility A Commitments, being U.S.$15,000,000,000 at the date of this Agreement.

“Total Facility B Commitments” means the aggregate of the Facility B Commitments, being U.S.$10,000,000,000 at the date of this Agreement.

“Total Facility C Commitments” means the aggregate of the Facility C Commitments being U.S.$5,000,000,000 at the date of this Agreement.

“Total Facility D Commitments” means the aggregate of the Facility D Commitments being U.S.$10,000,000,000 at the date of this Agreement.

“Transfer Certificate” means a certificate substantially in the form set out in Schedule 6 (Form of Transfer Certificate) or any other form agreed between the Agent and the Company.

“Transfer Date” means, in relation to a transfer, the later of:

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(a)the proposed Transfer Date specified in the Transfer Certificate; and

(b)the date on which the Agent executes the Transfer Certificate.

“Unconditional Date” means the date on which the Offer is declared or becomes unconditional in all respects.

“Unpaid Sum” means any sum due and payable but unpaid by an Obligor under the Finance Documents.

“Utilisation” means a utilisation of a Facility.

“Utilisation Date” means the date of a Utilisation, being the date on which the relevant Loan is to be made.

“Utilisation Request” means a notice substantially in the form set out in Part I, or in relation to a Swingline Loan, a notice substantially in the form set out in Part III, of Schedule 3 (Requests).

“VAT” means value added tax as provided for in the Value Added Tax Act 1994 and any other tax of a similar nature.

1.2Construction

(a)Unless a contrary indication appears, any reference in this Agreement to:

(i)the “Agent”, any “Finance Party”, the “Initial Arranger”, any “Lender”, any “Obligor” or any “Party” shall be construed so as to include its successors in title, permitted assigns and permitted transferees;

(ii)“assets” includes present and future properties, revenues and rights of every description;

(iii)a “Finance Document” or any other agreement or instrument is a reference to that Finance Document or other agreement or instrument as amended, novated, supplemented, extended, restated (however fundamentally and whether or not more onerously) or replaced and includes any change in the purpose of, any extension of or any increase in any facility or the addition of any new facility under that Finance Document or other agreement or instrument;

(iv)“indebtedness” includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;

(v)a “person” includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium or partnership (whether or not having separate legal personality);

(vi)a “regulation” includes any regulation, rule, official directive, request or guideline (whether or not having the force of law but, if not having the force of law, which is generally complied with by those to whom it is addressed) of any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation;

(vii)a provision of law is a reference to that provision as amended or re-enacted; and

(viii)a time of day is a reference to London time.

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(b)Section, Clause and Schedule headings are for ease of reference only.

(c)Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.

(d)A Default or an Event of Default is “continuing” if it has not been remedied or waived.

1.3Third Party Rights

A person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Agreement.

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SECTION 2

THE FACILITIES

2.THE FACILITIES

2.1The Facilities

Subject to the terms of this Agreement, the Lenders make available to:

(a)to Rio Tinto Finance Plc, a multicurrency term loan facility in an aggregate amount equal to the Total Facility A Commitments;

(b)to Rio Tinto Finance Plc and any other Borrower, other than a Canadian Borrower, a multicurrency revolving loan facility in an aggregate amount equal to the Total Facility B Commitments;

(c)to Rio Tinto Finance Plc and any other Borrower, other than a Canadian Borrower, a multicurrency revolving loan facility in an aggregate amount equal to the Total Facility C Commitments; and

(d)to Rio Tinto Finance Plc and Bidco, a multicurrency term loan facility in an aggregate amount equal to the Total Facility D Commitments.

2.2Finance Parties’ rights and obligations

(a)The obligations of each Finance Party under the Finance Documents are several.  Failure by a Finance Party to perform its obligations under the Finance Documents does not affect the obligations of any other Party under the Finance Documents.  No Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents.

(b)The rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to a Finance Party from an Obligor shall be a separate and independent debt.

(c)A Finance Party may, except as otherwise stated in the Finance Documents, separately enforce its rights under the Finance Documents.

2.3Obligors’ agent

(a)Each Obligor (other than the Company) irrevocably appoints the Company to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorises:

(i)the Company on its behalf to supply all information concerning itself contemplated by this Agreement to the Finance Parties and to give and receive all notices, consents and instructions (including Utilisation Requests), to agree, accept and execute on its behalf all documents in connection with the Finance Documents (including amendments and variations of and consents under any Finance Document) and to execute any new Finance Document and to take such other action as may be necessary or desirable under or in connection with the Finance Documents; and

(ii)each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Company.

(b)Each Obligor (other than the Company) confirms that:

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(i)it will be bound by any action taken by the Company under or in connection with the Finance Documents; and

(ii)each Finance Party may rely on any action purported to be taken by the Company on behalf of that Obligor.

2.4Acts of the Company

(a)In respect of actions taken by the Company pursuant to Clause 2.3 (Obligors’ Agent), the respective liabilities of each of the other Obligors (aside from the Company) under the Finance Documents shall not be in any way affected by:

(i)any actual or purported irregularity in any act done, or failure to act, by the Company; or

(ii)the Company acting (or purporting to act) in any respect outside any authority conferred upon it by any Obligor.

(b)In the event of any conflict between any notices or other communications of the Company and any other Obligor, those of the Company shall prevail.

3.PURPOSE

3.1Purpose

(a)Each Borrower shall apply all amounts borrowed by it under the Facilities towards:

(i)(in the case of all Facilities) financing or refinancing, directly or indirectly:

(A)the consideration or other amounts payable in respect of the Acquisition, including the consideration or other amounts payable on the acquisition, redemption, surrender or termination of any Shares, any other securities issued by any member of the Target Group or any options, rights under investment plans or other rights in respect of such Shares or other securities, whether by Bidco, the Target or any other person; and/or

(B)Acquisition Costs; and/or

(C)the financial indebtedness of the Target Group; and/or

(ii)(in the case of Facility B and Facility C only) the general corporate purposes of the Group.

(b)No amount borrowed under the Facilities shall be applied in any manner that may be illegal or contravene any applicable law or regulation in any relevant jurisdiction concerning financial assistance by a company for the acquisition of or subscription for shares or concerning the protection of shareholders’ capital.

3.2Monitoring

No Finance Party is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.

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4.CONDITIONS OF UTILISATION

4.1Initial conditions precedent

(a)No Borrower may deliver a Utilisation Request unless the Agent has received all of the documents and other evidence listed in Part I of Schedule 2 (Conditions precedent) in form and substance satisfactory to the Agent.

(b)The Agent shall, promptly upon request of the Company at or around signing of this Agreement, notify the Company and the Lenders of:

(i)which of those documents and other evidence it has received in form and substance satisfactory to it; and

(ii)the documents and other evidence it will accept in respect of the remaining requirements listed in Part I of Schedule 2 (Conditions precedent).

(c)The Agent shall notify the Company and the Lenders promptly upon having received all of the documents and other evidence listed in Part I of Schedule 2 (Conditions precedent) in form and substance satisfactory to it.

4.2Further conditions precedent

Subject to Clause 4.3 (Acquisition Loans during the Availability Period), the Lenders will only be obliged to comply with Clause 5.4 (Lenders’ participation) if on the date of the Utilisation Request and on the proposed Utilisation Date:

(a)in the case of a loan which is not a Rollover Loan:

(i)no Default is continuing or would result from the proposed Loan; and

(ii)the Repeating Representations to be made by each Obligor are true in all material respects; and

(b)in the case of a Rollover Loan, no notice has been given by the Agent under Clause 26.13 (Acceleration).

4.3Acquisition Loans during the Availability Period

During the Availability Period in relation to the Term Facilities, unless (i) a Certain Funds Default is continuing or would result from the proposed Acquisition Loan, (ii) the Agent has not received all of the documents and other evidence described in paragraph (a) of Clause 4.1 (Initial conditions precedent) or (iii) a Borrower has failed to comply with Clause 3.1 (Purpose) in respect of any amount borrowed by it under the Facilities, neither the Agent nor any of the Lenders shall:

(a)invoke any condition set out in Clause 4.2 (Further conditions precedent) as a ground for refusing to make any Acquisition Loan;

(b)exercise any right, power or discretion to terminate or cancel the obligation to make any Acquisition Loan, other than under Clause 10.1 (Illegality), Clause 10.3 (Mandatory cancellation) or Clause 10.5 (Cancellation on Offer termination);

(c)have or exercise any right of rescission or similar right or remedy which it or they may have in respect of this Agreement in respect of any Acquisition Loan;

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(d)take any step under Clause 26.13 (Acceleration) in respect of any Acquisition Loan or any of the Commitments; or

(e)exercise any right of set-off or counterclaim in respect of any Acquisition Loan.

However, as soon as each Availability Period in relation to both the Term Facilities has ended, all those rights, remedies and entitlements shall be available even though they have not been exercised or available during the Availability Period in relation to the Term Facilities.

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SECTION 3

UTILISATION

5.UTILISATION

5.1Delivery of a Utilisation Request

A Borrower may utilise a Facility by delivery to the Agent of a duly completed Utilisation Request not later than the Specified Time.

5.2Completion of a Utilisation Request

(a)Each Utilisation Request is irrevocable and will not be regarded as having been duly completed unless:

(i)it identifies the Facility to be utilised (which in the case of Bidco must be Facility D);

(ii)the proposed Utilisation Date is a Business Day within the Availability Period applicable to that Facility;

(iii)the currency and amount of the Utilisation comply with Clause 5.3 (Currency and amount);

(iv)the proposed Interest Period complies with Clause 12 (Interest Periods); and

(v)it specifies the account and bank (which must be in London or (in the case of a Loan denominated in the Base Currency) New York or (in the case of a Loan in the Optional Currency) Toronto or any other place in Canada agreed by the Agent and the Company) to which the proceeds of the Utilisation are to be credited.

(b)Only one Loan may be requested in each Utilisation Request.

5.3Currency and amount

(a)The currency specified in a Utilisation Request must be:

(i)where a Canadian Borrower is the Borrower, the Base Currency; and

(ii)in all other cases, the Base Currency or the Optional Currency.

(b)The amount of the proposed Loan must be:

(i)if the currency selected is the Base Currency, a minimum of U.S.$20,000,000, or in any case, if less, the Available Facility;

(ii)if the Optional Currency is selected, a minimum of Can.$20,000,000 or, in any case, if less, the Available Facility; or

(iii)in any event such that its Base Currency Amount is less than or equal to the Available Facility.

5.4Lenders’ participation

(a)If the conditions set out in this Agreement have been met, each Lender shall make its participation in each Loan available by the Utilisation Date through its Facility Office.

(b)The amount of each Lender’s participation in each Loan will be equal to the proportion borne by its Available Commitment to the Available Facility immediately prior to making the Loan.

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(c)The Agent shall determine the Base Currency Amount of each Loan which is to be made in the Optional Currency and shall notify each Lender of the amount, currency and the Base Currency Amount of each Loan and the amount of its participation in that Loan, in each case by the Specified Time.

6.UTILISATION – SWINGLINE LOANS

6.1General

(a)In this Clause and Clause 7 (Swingline Loans):

(i)“Available Swingline Commitment” of a Swingline Lender means (but without limiting Clause 6.5 (Relationship with Facility C)) that Lender’s Swingline Commitment minus:

(A)the Base Currency Amount of its participation in any outstanding Swingline Loans; and

(B)in relation to any proposed Utilisation under the Swingline Facility, the Base Currency Amount of its participation in any Swingline Loans that are due to be made under the Swingline Facility on or before the proposed Utilisation Date,

other than that Lender’s participation in any Swingline Loans that are due to be repaid or prepaid on or before the proposed Utilisation Date.

(ii)“Available Swingline Facility” means the aggregate for the time being of each Swingline Lender’s Available Swingline Commitment.

(iii)“Federal Funds Rate” means, in relation to any day, the rate per annum equal to:

(A)the weighted average of the rates on overnight Federal funds transactions with members of the US Federal Reserve System arranged by Federal funds brokers, as published for that day (or, if that day is not a New York Business Day, for the immediately preceding New York Business Day) by the Federal Reserve Bank of New York; or

(B)if a rate is not so published for any day which is a New York Business Day, the average of the quotations for that day on such transactions received by the Agent from three Federal funds brokers of recognised standing selected by the Agent.

(iv)“New York Business Day” means a day (other than a Saturday or Sunday) on which banks are open for general business in New York City.

(v)“Overall Commitment” of a Lender means:

(A)its Facility C Commitment; or

(B)in the case of a Swingline Lender which does not have a Facility C Commitment, the Facility C Commitment of a Lender which is its Affiliate.

(vi)“Total Swingline Commitments” means the aggregate of the Swingline Commitments, being U.S.$5,000,000,000 at the date of this Agreement.

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(b)Any reference in this Agreement to:

(i)an “Interest Period” includes each period determined under this Agreement by reference to which interest on a Swingline Loan is calculated; and

(ii)a “Lender” includes a Swingline Lender unless the context otherwise requires.

(c)

(i)Clause 4.2 (Further conditions precedent);

(ii)Clause 5 (Utilisation);

(iii)Clause 8 (Optional Currency);

(iv)Clause 11 (Interest) as it applies to the calculation of interest on a Loan but not default interest on an overdue amount;

(v)Clause 12 (Interest Periods); and

(vi)Clause 13 (Changes to the calculation of interest),

do not apply to Swingline Loans.

6.2Delivery of a Utilisation Request for Swingline Loans

(a)A Borrower other than Bidco may utilise the Swingline Facility by delivery to the Agent of a duly completed Utilisation Request substantially in the form of Part III of Schedule 3 (Utilisation Request –Swingline Loans) not later than the Specified Time.

(b)Each Utilisation Request for a Swingline Loan must be sent to the Agent to the address in New York City notified by the Agent for this purpose with a copy to its address referred to in Clause 34 (Notices).

6.3Completion of a Utilisation Request for Swingline Loans

(a)Each Utilisation Request for a Swingline Loan is irrevocable and will not be regarded as having been duly completed unless:

(i)it identifies the Borrower;

(ii)it specifies that it is for a Swingline Loan;

(iii)the proposed Utilisation Date is a New York Business Day within the Availability Period applicable to the Facility C;

(iv)the Swingline Loan is denominated in U.S. Dollars;

(v)the amount of the proposed Swingline Loan is an amount whose Base Currency Amount is not more than the Available Swingline Facility and is a minimum of U.S.$20,000,000 or, if less, the Available Swingline Facility; and

(vi)the proposed Interest Period:

(A)does not overrun the Termination Date applicable to Facility C; and

(B)is a period of not more than five New York Business Days; and

(C)ends on a New York Business Day.

(b)Only one Swingline Loan may be requested in each Utilisation Request.

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6.4Swingline Lenders’ participation

(a)If the conditions set out in this Agreement have been met, each Swingline Lender shall make its participation in each Swingline Loan available though its Facility Office in New York City.

(b)The Swingline Lenders will only be obliged to comply with paragraph (a) above if on the date of the Utilisation Request and on the proposed Utilisation Date:

(i)no Default is continuing or would result from the proposed Utilisation; and

(ii)the Repeating Representations to be made by each Obligor are true in all material respects.

(c)The amount of each Swingline Lender’s participation in each Swingline Loan will be equal to the proportion borne by its Available Swingline Commitment to the Available Swingline Facility immediately prior to making the Swingline Loan, adjusted to take account of any limit applying under Clause 6.5 (Relationship with Facility C).

(d)The Agent shall determine the Base Currency Amount of each Swingline Loan and notify each Swingline Lender of the amount of each Swingline Loan and its participation in that Swingline Loan by the Specified Time.

6.5Relationship with Facility C

(a)This Subclause applies when a Swingline Loan is outstanding or is to be borrowed.

(b)Facility C may be used by way of Swingline Loans.  The Swingline Facility is not independent of Facility C.

(c)Notwithstanding any other term of this Agreement a Lender is only obliged to participate in a Facility C Loan or a Swingline Loan to the extent that it would not result in the Base Currency Amount of its participation and that of a Lender which is its Affiliate in the Facility C Loans and Swingline Loans exceeding its Overall Commitment.

(d)Where, but for the operation of paragraph (c) above, the Base Currency Amount of a Lender’s participation and that of a Lender which is its Affiliate in the Facility C Loans and Swingline Loans would have exceeded its Overall Commitment, the excess will be apportioned among the other Lenders participating in the relevant Loan pro rata according to their relevant Commitments.  This calculation will be applied as often as necessary until the Loan is apportioned among the relevant Lenders in a manner consistent with paragraph (c) above.

7.SWINGLINE LOANS

7.1Swingline

Subject to the terms of this Agreement, the Swingline Lenders make available to the Borrowers a U.S. Dollar swingline loan facility in an aggregate amount equal to the Total Swingline Commitments.

7.2Purpose

(a)Each Borrower shall apply all amounts borrowed by it under the Swingline Facility towards:

(i)refinancing any note or other instrument maturing under a commercial paper programme of a member of the Group; and/or

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(ii)refinancing a maturing Facility C Loan or Facility B Loan.

(b)A Swingline Loan may not be applied in repayment or prepayment of another Swingline Loan.

7.3Repayment

Each Borrower that has drawn a Swingline Loan shall repay that Swingline Loan on the last day of its Interest Period.

7.4Voluntary Prepayment of Swingline Loans

(a)The Borrower to which a Swingline Loan has been made may prepay at any time the whole of that Swingline Loan. Any prepayment shall be made with accrued interest and, subject to breakage costs, without premium or penalty.

(b)Unless a contrary indication appears in this Agreement, any part of the Swingline Facility which is prepaid may be reborrowed in accordance with the terms of this Agreement.

7.5Interest

(a)The rate of interest on each Swingline Loan for any day during its Interest Period is the higher of:

(i)the prime commercial lending rate in U.S. Dollars determined by the Agent at the Specified Time; and

(ii)0.50 per cent. per annum over the rate per annum determined by the Agent at the Specified Time to be the Federal Funds Rate (as published by the Federal Reserve Bank of New York) for that day.

(b)The Agent shall promptly notify the Swingline Lenders and the relevant Borrower of the determination of the rate of interest under paragraph (a) above.

(c)If any day during an Interest Period is not a New York Business Day, the rate of interest on a Swingline Loan on that day will be the rate applicable to the immediately preceding New York Business Day.

(d)Each Borrower shall pay accrued interest on each Swingline Loan made to it on the last day of its Interest Period.

7.6Interest Period

(a)Each Swingline Loan has one Interest Period only.

(b)The Interest Period for a Swingline Loan must be selected in the relevant Utilisation Request and shall not be for a period of longer than 5 New York Business Days.

7.7Swingline Agent

(a)The Agent may perform its duties in respect of the Swingline Facility through an Affiliate acting as its agent.

(b)Notwithstanding any other term of this Agreement and without limiting the liability of any Obligor under the Finance Documents, each Lender shall (in proportion to its share of the Total Facility C Commitments or, if the Total Facility C Commitments are then zero, to its share of the Total Facility C Commitments immediately prior to their reduction to zero) pay to or indemnify the Agent, within three Business Days of demand, for or against any cost, loss or liability incurred by the Agent or its Affiliate (other than by reason of the Agent’s or the Affiliate’s gross negligence or

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wilful misconduct) in acting as Agent for the Swingline Facility under the Finance Documents (unless the Agent or its Affiliate has been reimbursed by an Obligor pursuant to a Finance Document).

7.8Conditions of assignment or transfer

Notwithstanding any other term of this Agreement, each Lender shall ensure that at all times its Overall Commitment is not less than:

(a)its Swingline Commitment; or

(b)if it does not have a Swingline Commitment, the Swingline Commitment of a Lender which is its Affiliate.

8.OPTIONAL CURRENCY

8.1Selection of currency

(a)A Borrower (or the Company on behalf of a Borrower) shall select the currency of a Loan:

(i)(in the case of an initial Utilisation) in a Utilisation Request; and

(ii)(afterwards in relation to a Term Loan made to it) in a Selection Notice.

(b)If a Borrower (or the Company on behalf of a Borrower) fails to issue a Selection Notice in relation to a Term Loan, it shall be deemed to have requested that the Loan will remain denominated for its next Interest Period in the same currency in which it is then outstanding.

(c)If a Borrower (or the Company on behalf of a Borrower) issues a Selection Notice requesting a change of currency and the first day of the requested Interest Period is not a Business Day for the new currency, the Agent shall promptly notify the Borrower and the Lenders and the Loan will remain in the existing currency (with Interest Periods running from one Business Day until the next Business Day) until the next day which is a Business Day for both currencies, on which day the requested Interest Period will begin.

8.2Unavailability of a currency

If before the Specified Time on any Quotation Day:

(a)a Lender notifies the Agent that the Optional Currency is not readily available to it in the amount required; or

(b)a Lender notifies the Agent that compliance with its obligation to participate in a Loan in the Optional Currency would contravene a law or regulation applicable to it,

the Agent will give notice to the relevant Borrower to that effect by the Specified Time on that day.  In this event, any Lender that gives notice pursuant to this Clause 8.2 will be required to participate in the Loan in the Base Currency (in an amount equal to that Lender’s proportion of the Base Currency Amount or, in respect of a Rollover Loan, an amount equal to that Lender’s proportion of the Base Currency Amount of the Rollover Loan that is due to be made) and its participation will be treated as a separate Loan denominated in the Base Currency during that Interest Period.

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8.3Change of currency of Term Loans

(a)If a Term Loan is to be denominated in different currencies during two successive Interest Periods:

(i)if the currency for the second Interest Period is the Optional Currency, the amount of the Loan in the Optional Currency will be calculated by the Agent as the amount of the Optional Currency equal to the Base Currency Amount of the Loan at the Agent’s Spot Rate of Exchange at the Specified Time;

(ii)if the currency for the second Interest Period is the Base Currency, the amount of the Loan will be equal to the Base Currency Amount;

(iii)(unless the Agent and the Borrower agree otherwise in accordance with paragraph (b) below) the Borrower that has borrowed the Loan shall repay it on the last day of the first Interest Period in the currency in which it was denominated for that Interest Period; and

(iv)the Lenders shall re-advance the Loan in the new currency in accordance with Clause 8.5 (Agent’s calculations).

(b)If the Agent and the Borrower that has borrowed the Term Loan agree, the Agent shall:

(i)apply the amount paid to it by the Lenders pursuant to paragraph (a)(iv) above (or so much of that amount as is necessary) in or towards purchase of an amount in the currency in which the Term Loan as appropriate is outstanding for the first Interest Period; and

(ii)use the amount it purchases in or towards satisfaction of the relevant Borrower’s obligations under paragraph (a)(iii) above.

(c)If the amount purchased by the Agent pursuant to paragraph (b)(i) above is less than the amount required to be repaid by the relevant Borrower, the Agent shall promptly notify that Borrower and that Borrower shall, on the last day of the first Interest Period, pay an amount to the Agent (in the currency of the outstanding Term Loan as appropriate for the first Interest Period) equal to the difference.

(d)If any part of the amount paid to the Agent by the Lenders pursuant to paragraph (a)(iv) above is not needed to purchase the amount required to be repaid by the relevant Borrower, the Agent shall promptly notify that Borrower and pay that Borrower, on the last day of the first Interest Period that part of that amount (in the new currency).

8.4Optional Currency during successive Interest Periods

(a)If a Term Loan is to be denominated in the Optional Currency during two successive Interest Periods, the Agent shall calculate the amount of the Term Loan in the Optional Currency for the second of those Interest Periods (by calculating the amount of Optional Currency equal to the Base Currency Amount of that Term Loan as appropriate at the Agent’s Spot Rate of Exchange at the Specified Time) and (subject to paragraph (b) below):

(i)if the amount calculated is less than the existing amount of that Term Loan in the Optional Currency during the first Interest Period, promptly notify the Borrower that has

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borrowed that Term Loan as appropriate and that Borrower shall pay, on the last day of the first Interest Period, an amount equal to the difference; or

(ii)if the amount calculated is more than the existing amount of that Term Loan as appropriate in the Optional Currency during the first Interest Period, promptly notify each Lender and, if no Event of Default is continuing and the Borrower notifies the Agent that it wishes to receive an amount equal to the difference, each Lender shall, on the last day of the first Interest Period, pay its participation in an amount equal to the difference.

(b)If the calculation made by the Agent pursuant to paragraph (a) above shows that the amount of the Term Loan as appropriate in the Optional Currency for the second of those Interest Periods converted into the Base Currency at the Agent’s Spot Rate of Exchange used in calculating the Base Currency Amount of that Loan has increased or decreased by less than 5 per cent. compared to its Base Currency Amount (taking into account any payments made pursuant to paragraph (a) above), no notification shall be made by the Agent and no payment shall be required under paragraph (a) above.

8.5Agent’s calculations

(a)All calculations made by the Agent pursuant to this Clause 8 will take into account any repayment, prepayment, consolidation or division of Term Loans to be made on the last day of the first Interest Period.

(b)Each Lender’s participation in a Loan will, subject to paragraph (a) above, be determined in accordance with paragraph (b) of Clause 5.4 (Lenders’ participation).

8.6Canadian Borrowers

None of the provisions in this Clause 8 shall apply to a Loan made to a Canadian Borrower, which shall remain at all times denominated in the Base Currency.

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SECTION 4

REPAYMENT, PREPAYMENT AND CANCELLATION

9.REPAYMENT

9.1Repayment of Facility A Loans

(a)Each Borrower which has drawn a Facility A Loan shall repay that Loan on the Facility A Repayment Date.

(b)No Borrower may reborrow any part of Facility A which is repaid.

9.2Repayment of Facility B Loans

Each Borrower which has drawn a Facility B Loan shall repay that Loan on the last day of its Interest Period. All Facility B Loans shall be repaid in full on the Termination Date applicable to Facility B.

9.3Repayment of Facility C Loans

Each Borrower which has drawn a Facility C Loan shall repay that Loan on the last day of its Interest Period. All Facility C Loans shall be repaid in full on the Termination Date applicable to Facility C.

9.4Repayment of Facility D Loans

(a)Each Borrower which has drawn a Facility D Loan shall repay that Loan on the Facility D Repayment Date.

(b)No Borrower may reborrow any part of Facility D which is repaid.

9.5Facility A Extension Option

(a)The Company may give notice that the Termination Date applicable to Facility A shall be extended to the date notified by it by giving notice to the Agent not less than 30 days and not more than 90 days before the date which is 364 days after the first Utilisation Date.

(b)The Company may not notify a date under paragraph (a) above which is later than the date falling two years after the first Utilisation Date.

(c)On the date 364 days after the first Utilisation Date:

(i)the Termination Date applicable to Facility A shall be extended to the date notified by the Company in accordance with this Clause 9.5; and

(ii)the Company shall (or shall ensure that an Obligor will) pay to the Agent (for the account of each Lender) a fee in the amount of 0.025% flat on the aggregate amount of the Facility A Loans outstanding on that date.

(d)The Agent shall as soon as reasonably practicable notify each Lender of any notice from the Company under paragraph (a) above.

(e)Only one notice may be given under paragraph (a) above.

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10.PREPAYMENT AND CANCELLATION

10.1Illegality

(a)If, other than in the case of a Facility D Loan made to a Canadian Borrower, it becomes unlawful in any applicable jurisdiction for a Lender to perform any of its obligations as contemplated by this Agreement or to fund or maintain its participation in any Loan or, in the case of a Facility D Loan, if the terms of the Facility D Loan become unlawful:

(i)that Lender shall promptly notify the Agent upon becoming aware of that event;

(ii)upon the Agent notifying the Company, the Commitment of that Lender will be immediately cancelled; and

(iii)each Borrower shall repay that Lender’s participation in the Loans made to that Borrower on the last day of the Interest Period for each Loan occurring after the Agent has notified the Company or, if earlier, the date specified by the Lender in the notice delivered to the Agent (being no earlier than the last day of any applicable grace period permitted by law).

(b)If it becomes unlawful in any applicable jurisdiction for a Lender to perform any of its obligations in favour of a Canadian Borrower as contemplated under Facility D or to fund or maintain its participation in any Facility D Loan for the account of a Canadian Borrower:

(i)that Lender shall promptly notify the Agent upon becoming aware of that event;

(ii)upon the Agent notifying the Company, the Commitment of that Lender will be immediately cancelled; and

(iii)subject to Clause 10.13, each Canadian Borrower shall repay an amount equal to 25 per cent. of that Lender’s participation in the Facility D Loans made to that Canadian Borrower, net of any amounts paid or that may be required to be paid on account of the principal amount of the relevant Facility D Loan at any time prior to the Facility D Repayment Date, on the last day of the Interest Period for each Loan occurring after the Agent has notified the Company or, if earlier, the date specified by the Lender in the notice delivered to the Agent (being no earlier than the last day of any applicable grace period permitted by law).

10.2Change of control

(a)Following the expiry of the Availability Period in relation to both the Term Facilities, if a person (or group of persons acting in concert) gains control of the Company or Rio Tinto Limited:

(i)the Company shall promptly notify the Agent upon becoming aware of that event; and

(ii)the Agent and the Company shall enter into negotiations (for a period nominated by them, of not less than 30 days) with a view to agreeing the changes (if any) that may be required to be made to the Facilities as a consequence of that event.

(b)If, within the period referred to in Clause 10.2(a)(ii), all the Lenders and the Company have not agreed to changes that may be required to be made to the Facilities, at any time within 30 days after the end of that period, each Borrower must make an offer (the “Prepayment Offer”) to all Lenders to prepay all outstanding Loans made to it. If a Lender wishes to accept such offer, that

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Lender may, by notice to the Company and the Agent within 30 days after receipt by it of each Borrower’s offer referred to above accept the Prepayment Offer, whereupon on the date specified in (and not less than 15 days after the date of) that notice from that Lender, that Lender’s Commitments will be cancelled and the Borrower will prepay that Lender’s participation in all outstanding Loans, together with accrued interest, and all other amounts accrued under the Finance Documents.

(c)For the purposes of paragraph (a) above “control” means:

(i)the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to cast, or control the casting of, more than 50 per cent. of the maximum number of votes attached to Publicly-held Shares that might be cast on a shareholder resolution of the Company or Rio Tinto Limited voting individually or a Joint Decision of the Company and Rio Tinto Limited, as the case may be; or

(ii)the holding beneficially (directly or indirectly) of more than 50 per cent. of the issued Publicly-held Shares of the Company or Rio Tinto Limited, as the case may be; or

(iii)the holding beneficially (directly or indirectly) of more than 50 per cent. of the issued voting Publicly-held Shares of the Company or Rio Tinto Limited, as the case may be.

(d)Notwithstanding any other provision of this Clause 10.2, where the change of control is one described in paragraph (c)(i) or (ii) above (but not paragraph (iii)) the Canadian Borrower under Facility D shall only be required to make a Prepayment Offer in respect of a Facility D Loan in an amount equal to 25 per cent. of the original principal amount of the Facility D Loan made to that Canadian Borrower, net of any amounts paid or that may be required to be paid on account of the principal amount of the relevant Facility D Loan at any time prior to the Facility D Repayment Date

10.3Mandatory Cancellation

(a)The Commitment under each Facility shall be immediately cancelled at the end of the Availability Period for that facility.

(b)Any such cancellation shall reduce the commitments of the Lenders rateably under the relevant Facility.

10.4Voluntary cancellation

The Company may, if it gives the Agent not less than 3 Business Days’ (or such shorter period as the Majority Lenders may agree) prior notice, cancel the whole or any part (being a minimum amount of U.S.$20,000,000) of an Available Facility.  Any cancellation under this Clause 10.4 shall reduce the Commitments of the Lenders rateably under that Facility.

10.5Cancellation on Offer termination

The Commitment under each Facility shall be immediately cancelled if the Offer lapses or is withdrawn and the Company does not intend to implement any part of the Acquisition.

10.6Voluntary prepayment of Loans

(a)The Borrower to which a Loan has been made may, if it gives the Agent not less than 3 Business Days’ (or such shorter period as the Majority Lenders may agree) prior notice, prepay the whole

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or any part of any Loan (but, if in part, being an amount that reduces the Base Currency Amount of the Loan by a minimum amount of U.S.$20,000,000).

(b)Any prepayment shall be made with accrued interest on the amount prepaid and, subject to breakage costs, without premium or penalty.

10.7Mandatory prepayment from Net Sale Proceeds

(a)In this Clause 10.7:

“Asset Sale” means:

(i)the sale, transfer or other disposal of any business or undertaking (or any asset or assets which comprise, or which represent the shares or other ownership interest in, a business undertaking, or the material part of a business or undertaking) comprising all or part of the downstream assets of the Target Group; or

(ii)the sale, transfer or other disposal of:

(A)any other business or undertaking (or any asset or assets which comprise, or represent the ownership interest in a business or undertaking) of the Group; or

(B)any part of a business or undertaking of the Group (other than a sale, transfer or disposal in the ordinary course of business).

“Excluded Asset Proceeds” means the proceeds of an Asset Sale as described in paragraph (ii) of the definition of that term and where:

(i)the Net Asset Proceeds of such Asset Sale are less than U.S.$1,000,000,000 (or equivalent in other currencies); or

(ii)the Company intends to reinvest the proceeds of that Asset Sale in the business of the Group and those proceeds are so reinvested within 12 Months of receipt.

“Net Asset Proceeds” means the cash or cash equivalent proceeds (including, when received, the cash or cash equivalent proceeds of any deferred consideration, whether by way of adjustment to the purchase price or otherwise) received by a member of the Group in connection with an Asset Sale, after deducting:

(i)all fees and transaction costs and expenses properly incurred in connection with:

(A)that sale, transfer or disposal; or

(B)making the transfers of such amounts to a Borrower as are required in order to comply with this Clause 10.7; and

(ii)Taxes paid or reasonably estimated by the Company to be payable as a result of that sale, transfer or disposal.

(b)At any time until all the Facility A Commitments and Facility B Commitments have been reduced to zero and all the Facility A Loans and Facility B Loans have been prepaid in full, the Company shall ensure that an amount equal to any Net Asset Proceeds other than any Excluded Asset Proceeds is applied in accordance with Clause 10.9 (Application of Prepayments).

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10.8Mandatory prepayment from Capital Markets Fundraising

(a)In this Clause10.8:

(b)“Capital Markets Proceeds” means the proceeds received by any Relevant Company from:

(i)the issue of any share or stock (whether or not ordinary or preference and whether or not redeemable) or any other equity issuance;

(ii)the issue of any debt capital markets securities with a maturity of more than one year to any person outside the Group; or

(iii)any loans with a maturity of more than one year from any person outside the Group under any syndicated or bilateral loan facility entered into after the date of this Agreement.

(c)“Excluded Capital Markets Proceeds” means any Capital Markets Proceeds:

(i)received by a Relevant Company for the purpose of (directly or indirectly) any refinancing or replacement of all or any portion of a loan facility existing at the date of this Agreement or an issue of securities existing at the date of this Agreement which, in each case, mature before the final Termination Date under this Agreement where such refinancing is applied for such purpose (upon the maturity of such existing loan or securities);

(ii)which constitute Project Borrowings;

(iii)where the shares or other instruments or securities are issued to employees or officers of the Company, or in lieu of dividends or for some purpose other than raising finance; or

(iv)where the aggregate Net Capital Markets Proceeds from the relevant loan or issue (when aggregated with a related issue or series of related issues or loans) are less than U.S.$300,000,000 (or its equivalent in other currencies).

(d)“Net Capital Markets Proceeds” means any Capital Markets Proceeds, after deducting:

(i)all fees and transaction costs and expenses properly incurred in connection with:

(A)the raising of those Capital Markets Proceeds; or

(B)making the transfer of such amounts to a Borrower as are required in order to comply with this Clause 10.8; and

(ii)Taxes paid or reasonably estimated by the Company to be payable as a result of the raising of the Capital Markets Proceeds (or making the transfers required to a Borrower).

(e)At any time until all the Facility A Commitments and the Facility B Commitments have been reduced to zero and all the Facility A Loans and Facility B Loans have been prepaid in full, the Company shall ensure that:

(i)in respect of the proceeds under sub-paragraph (i) of Capital Market Proceeds, an amount equal to such Net Capital Market Proceeds (other than Excluded Capital Markets Proceeds) are applied in accordance with Clause 10.9 (Application of prepayments); and

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(ii)in respect of the proceeds under sub-paragraphs (ii) and (iii) of Capital Market Proceeds, an amount equal to:

(A)(until $5,000,000,000 has been applied in accordance with this paragraph (ii)) all; and

(B)(after $5,000,000,000 has been applied in accordance with this paragraph (ii)) 50%,

of such Net Capital Market Proceeds (other than Excluded Capital Markets Proceeds) are applied in accordance with Clause 10.9 (Application of prepayments).

10.9Application of prepayments

(a)In this Clause 10.9:

“Proceeds” means any Net Asset Proceeds (other than any Excluded Asset Proceeds) or any Net Capital Markets Proceeds (other than any Excluded Capital Markets Proceeds) required to be applied in accordance with this Clause 10.9; and

“Receipt Date” means the date on which any Proceeds were received or became Proceeds.

(b)Promptly after a Receipt Date, the Company shall notify the Agent of:

(i)the Receipt Date; and

(ii)the amount in the Base Currency (the “Proceeds Amount”) of or equivalent to those Proceeds.

(c)Any Proceeds in respect of which the Company gives a notice under paragraph (b) above shall be applied in prepayment of Facility A Loans and cancellation of Facility B Commitments (and, if applicable, prepayment of Facility B Loans) in the order specified in paragraph (d) below until the aggregate Base Currency Amount of Facility A Loans prepaid and Facility B Commitments cancelled is equal to or greater than the Proceeds Amount of those Proceeds.

(d)The Proceeds shall be applied:

(i)first in prepayment of Facility A Loans, until the Facility A Loans have been prepaid in full; and

(ii)secondly. in cancellation of Facility B Commitments, until the Facility B Commitments have been reduced to zero (and, to the extent that the Facility B Loans would otherwise exceed the Facility B Commitments, in prepayment of Facility B Loans).

(e)Where Proceeds are to be applied in prepayment of Facility A Loans or Facility B Loans, the Company shall ensure that Borrower(s) prepay Facility A Loans or, as the case may be, Facility B Loans in the aggregate amount required on the earlier of (i) the date notified by the Company on no less than three Business Days’ notice and (ii) the expiry of the Interest Period current in respect of the relevant Loan when the Company gives the notice described in paragraph (b) above.

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(f)Where Facility B Commitments are to be cancelled:

(i)to the extent that Facility B Loans must also be prepaid, the Facility B Commitments will be cancelled at the time of prepayment of those Facility B Loans in accordance with paragraph (e) above; and

(ii)otherwise, the Facility B Commitments shall be cancelled on the date the Company gives the notice described in paragraph (b) above.

10.10Right of repayment and cancellation in relation to a single Lender

(a)If:

(i)any sum payable to any Lender by an Obligor is required to be increased under paragraph (c) of Clause 15.2 (Tax gross-up and indemnities) or Clause 16 (Tax gross-up and indemnities – Canadian Borrowers); or

(ii)any Lender claims indemnification from the Company under Clause 15.3 (Tax Indemnity), Clause 16 (Tax gross-up and indemnities - Canadian Borrowers) or Clause 17 (Increased costs),

the Company may, whilst the circumstance giving rise to the requirement or indemnification continues, give the Agent notice of cancellation of the Commitment of that Lender and its intention to procure the repayment of that Lender’s participation in the Loans.

(b)On receipt of a notice referred to in paragraph (a) above, the Commitment of that Lender shall immediately be reduced to zero.

(c)On the last day of each Interest Period which ends after the Company has given notice under paragraph (a) above (or, if earlier, the date specified by the Company in that notice), each Borrower to which a Loan is outstanding shall repay that Lender’s participation in that Loan.

10.11Replacement of a Non-Consenting Lender or Non-Funding Lender

(a)In this Clause 10.11

(i)“Non-Consenting Lender” means any Lender which does not agree to a consent, waiver or amendment if:

(A)the Company or the Agent has requested a consent under or waiver or amendment of any provision of any Finance Document;

(B)that consent, waiver or amendment requires the agreement of all the Lenders; and

(C)Lenders whose Commitments aggregate more than 85 per cent. of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 85 per cent. of the Total Commitments prior to that reduction) have agreed to that consent, waiver or amendment.

(ii)“Non-Funding Lender” means:

(A)any Lender which has failed to make or participate in any Utilisation as required by this Agreement; or

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(B)any Lender which has given notice to a Borrower or the Agent that it does not intend to make or participate in any Utilisation as required by this Agreement or has repudiated its obligation to do so.

(b)If:

(i)the Company becomes entitled to give a notice of cancellation to any Lender under paragraph (a) of Clause 10.10 (Right of repayment and cancellation in relation to a single Lender);

(ii)any Lender becomes a Non-Consenting Lender; or

(iii)any Lender becomes a Non-Funding Lender,

the Company or the Majority Lenders may, if it gives or, as the case may be, they give the Agent and that Lender not less than 10 Business Days’ prior notice, arrange for the transfer of the whole (but not part only) of that Lender’s Commitment and participations in the Utilisations to a new or existing Lender willing to accept that transfer and acceptable to the Company.

10.12Restrictions

(a)Any notice of cancellation or prepayment given by any Party under this Clause 10 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment.

(b)Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty.

(c)No Borrower may reborrow any part of a Term Facility which is prepaid.

(d)Unless a contrary indication appears in this Agreement, any part of a Revolving Facility which is prepaid may be reborrowed in accordance with the terms of this Agreement.

(e)The Borrowers shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement.

(f)No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated.

(g)If the Agent receives a notice under this Clause 10 it shall promptly forward a copy of that notice to either the Company or the affected Lender, as appropriate.

10.13Facility D Loans

Notwithstanding any other provision of this Agreement or any other Finance Document, otherwise than in the case of a Default or in the case of a payment required pursuant to Clause 10.1(a) (Illegality) under no circumstances shall a Canadian Borrower of a Facility D Loan be required to repay more than 25 per cent. of the original principal amount of such Facility D Loan prior to the Facility D Repayment Date.

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SECTION 5

COSTS OF UTILISATION

11.INTEREST

11.1Calculation of interest

The rate of interest on each Loan for each Interest Period is the percentage rate per annum which is the aggregate of the applicable:

(a)Margin;

(b)LIBOR; and

(c)Mandatory Cost, if any.

11.2Payment of interest

The Borrower to which a Loan has been made shall pay accrued interest on that Loan on the last day of each Interest Period (and, if the Interest Period is longer than six Months, on the dates falling at six monthly intervals after the first day of the Interest Period).

11.3Default interest

(a)If an Obligor fails to pay any amount payable by it under a Finance Document on its due date, interest shall accrue on the overdue amount from the due date up to the date of actual payment (both before and after judgment) at a rate which, subject to paragraph (b) below, is the sum of 1 per cent. and the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted a Loan in the currency of the overdue amount for successive Interest Periods, each of a duration selected by the Agent (acting reasonably).  Any interest accruing under this Clause 11.3 shall be immediately payable by the Obligor on demand by the Agent.

(b)If any overdue amount consists of all or part of a Loan which became due on a day which was not the last day of an Interest Period relating to that Loan:

(i)the first Interest Period for that overdue amount shall have a duration equal to the unexpired portion of the current Interest Period relating to that Loan; and

(ii)the rate of interest applying to the overdue amount during that first Interest Period shall be the sum of 1 per cent. and the rate which would have applied if the overdue amount had not become due.

(c)Default interest (if unpaid) arising on an overdue amount will be compounded with the overdue amount at the end of each Interest Period applicable to that overdue amount but will remain immediately due and payable.

11.4Notification of rates of interest

The Agent shall promptly notify the Lenders and the relevant Borrower of the determination of a rate of interest under this Agreement.

11.5Interest Act (Canada)

For the purposes of disclosure under the Interest Act (Canada), whenever interest to be paid hereunder by a Canadian Borrower is to be calculated on the basis of any period of time that is

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less than a calendar year, the yearly rate of interest to which the rate determined pursuant to such calculation is equivalent is the rate so determined multiplied by the actual number of days in the calendar year in which the same is to be ascertained and divided by the number of days in such period.

12.INTEREST PERIODS

12.1Selection of Interest Periods

(a)A Borrower (or the Company on behalf of a Borrower) may select an Interest Period for a Loan in the Utilisation Request for that Loan or (in the case of a Term Loan which has already been borrowed) in a Selection Notice.

(b)Each Selection Notice for a Term Loan is irrevocable and must be delivered to the Agent by the Borrower (or the Company on behalf of a Borrower) to which that Term Loan was made not later than the Specified Time.

(c)If a Borrower (or the Company) fails to deliver a Selection Notice to the Agent in accordance with paragraph (b) above, the relevant Interest Period will be one Month.

(d)Subject to this Clause 12, a Borrower (or the Company) may select an Interest Period of 1, 2, 3 or 6 Months or any other period agreed between the Company and the Agent (acting on the instructions of all the Lenders).

(e)An Interest Period for a Loan shall not extend beyond the Termination Date applicable to its Facility. A Borrower may select an Interest Period of less than one Month ending on the Termination Date.

(f)Each Interest Period for a Term Loan shall start on the Utilisation Date or (if already made) on the last day of its preceding Interest Period.

(g)A Revolving Loan has one Interest Period only.

(h)Prior to determining the interest rate for an Interest Period beginning before the Syndication Date, the Agent may shorten that Interest Period to a duration of one Month (or such shorter duration as may be desirable to ensure that the Interest Period ends on a date on which rights and obligations under this Agreement are to be assigned, transferred or novated to persons becoming Parties as a result of Syndication).

12.2Non-Business Days

If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).

12.3Consolidation and division of Term Loans

(a)Subject to paragraph (b) below, if two or more Interest Periods:

(i)relate to Term Loans under the same Facility (other than a Facility D Loan drawn by a Canadian Borrower) and in the same currency;

(ii)end on the same date; and

(iii)are made to the same Borrower,

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those Term Loans will, unless that Borrower (or the Company on its behalf) specifies to the contrary in the Selection Notice for the next Interest Period, be consolidated into, and treated as, a single Term Loan under Facility A or Facility D, as appropriate, on the last day of the Interest Period.

(b)Subject to Clause 5.3 (Currency and amount), if a Borrower (or the Company on its behalf) requests in a Selection Notice that a Facility A Loan or Facility D Loan (other than a Facility D Loan drawn by a Canadian Borrower) be divided into two or more Facility A Loans or Facility D Loans, that Facility A Loan or Facility D Loan, as appropriate, will, on the last day of its Interest Period, be so divided with Base Currency Amounts specified in that Selection Notice, being an aggregate Base Currency Amount equal to the Base Currency Amount of the Facility A Loan or Facility D Loan, as appropriate, immediately before its division.

13.CHANGES TO THE CALCULATION OF INTEREST

13.1Absence of quotations

Subject to Clause 13.2 (Market disruption), if LIBOR is to be determined by reference to the Reference Banks but a Reference Bank does not supply a quotation by the Specified Time on the Quotation Day, the applicable LIBOR shall be determined on the basis of the quotations of the remaining Reference Banks.

13.2Market disruption

(a)If a Market Disruption Event occurs in relation to a Loan for any Interest Period, then the rate of interest on each Lender’s share of that Loan for the Interest Period shall be the percentage rate per annum which is the sum of:

(i)the Margin;

(ii)the rate notified to the Agent by that Lender as soon as practicable and in any event before interest is due to be paid in respect of that Interest Period, to be that which expresses as a percentage rate per annum the cost to that Lender of funding its participation in that Loan from whatever source it may reasonably select; and

(iii)the Mandatory Cost, if any, applicable to that Lender’s participation in the Loan.

(b)In this Agreement “Market Disruption Event” means:

(i)at or about noon on the Quotation Day for the relevant Interest Period the Screen Rate is not available and none or only one of the Reference Banks supplies a rate to the Agent to determine LIBOR for Dollars for the relevant currency and Interest Period; or

(ii)before close of business in London on the Quotation Day for the relevant Interest Period, the Agent receives notifications from a Lender or Lenders (whose participations in a Loan exceed 50 per cent. of that Loan) that the cost to it of obtaining matching deposits in the Relevant Interbank Market would be in excess of LIBOR .

13.3Alternative basis of interest or funding

(a)If a Market Disruption Event occurs and the Agent or the Company so requires, the Agent and the Company shall enter into negotiations (for a period of not more than thirty days) with a view to agreeing a substitute basis for determining the rate of interest.

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(b)Any alternative basis agreed pursuant to paragraph (a) above shall, with the prior consent of all the Lenders and the Company, be binding on all Parties.

13.4Break Costs

(a)Each Borrower shall, within three Business Days of demand by a Finance Party, pay to that Finance Party its Break Costs attributable to all or any part of a Loan or Unpaid Sum being paid by that Borrower on a day other than the last day of an Interest Period for that Loan or Unpaid Sum.

(b)Each Lender shall, together with its demand, provide a certificate confirming the amount (and setting out in reasonable detail the calculation) of its Break Costs for any Interest Period in which they accrue.

14.FEES

14.1Ticking fee

(a)The Company shall (or shall procure that one or more Obligors will) pay to the Agent (for the account of each Lender) a ticking fee in the Base Currency computed at the rate of:

(i)0.025 per cent. per annum on that Lender’s Available Commitment under Facility A for the period commencing on (and including) the date of this Agreement and ending on (but excluding) the date which is the earlier of (A) the date falling 120 days after the date of this Agreement and (B) the Unconditional Date (the “Ticking Fee Period”);

(ii)0.025 per cent. per annum on that Lender’s Available Commitment under Facility B for the Ticking Fee Period;

(iii)0.025 per cent. per annum on that Lender’s Available Commitment under Facility C for the Ticking Fee Period; and

(iv)0.025 per cent. per annum on that Lender’s Available Commitment under Facility D for the Ticking Fee Period.

(b)The accrued ticking fee is payable on the last day of each successive period of three Months which ends during the relevant Ticking Fee Period, on the last day of the Ticking Fee Period and, if cancelled in full, on the cancelled amount of the relevant Lender’s Commitment at the time the cancellation is effective.

14.2Commitment fee

(a)The Company shall (or shall procure that one or more Obligors will) pay to the Agent (for the account of each Lender) a commitment fee in the Base Currency computed at the rate per annum of:

(i)25% of the Margin for Facility A on that Lender’s Available Commitment under Facility A for the period commencing on (and including) the last day of the Ticking Fee Period (the “Commitment Fee Commencement Date”) and ending on (and including) the last day of the Availability Period applicable to Facility A;

(ii)30% of the Margin for Facility B on that Lender’s Available Commitment under Facility B for the period commencing on the Commitment Fee Commencement Date and ending on (and including) the last day of the Availability Period applicable to Facility B;

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(iii)30% of the Margin for Facility C on that Lender’s Available Commitment under Facility C for the period commencing on the Commitment Fee Commencement Date and ending on (and including) the last day of the Availability Period applicable to Facility C; and

(iv)30% of the Margin for Facility D on that Lender’s Available Commitment under Facility D for the period commencing on the Commitment Fee Commencement Date and ending on (and including) the last day of the Availability Period applicable to Facility D.

(b)The accrued commitment fee is payable on the last day of each successive period of three Months which ends during the relevant Availability Period, on the last day of the Availability Period and, if cancelled in full, on the cancelled amount of the relevant Lender’s Commitment at the time the cancellation is effective.

14.3Arrangement fee

The Company shall (or shall procure that one of more Obligors will) pay to the Initial Arrangers an arrangement fee in the amount and at the times agreed in a Fee Letter.

14.4Agency fee

The Company shall (or shall procure that one of more Obligors will) pay to the Agent (for its own account) an agency fee in the amount and at the times agreed in a Fee Letter.

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SECTION 6

ADDITIONAL PAYMENT OBLIGATIONS

15.TAX GROSS UP AND INDEMNITIES

The provisions of this Clause 15 shall not apply with respect to any Canadian Borrower under Facility D.

15.1Definitions

(a)In this Agreement:

“Protected Party” means a Finance Party which is or will be subject to any liability, or required to make any payment, for or on account of Tax in relation to a sum received or receivable (or any sum deemed for the purposes of Tax to be received or receivable) under a Finance Document.

“Qualifying Lender” means:

(i)a Lender (other than a Lender within sub-paragraph (ii) below) which is beneficially entitled to interest payable to that Lender in respect of an advance under a Finance Document and is:

(A)a Lender:

(1)which is a bank (as defined for the purpose of section 879 of the Income Tax Act) making an advance under a Finance Document; or

(2)in respect of an advance made under a Finance Document by a person that was a bank (as defined for the purpose of section 879 of the Income Tax Act) at the time that that advance was made,

and which is within the charge to United Kingdom corporation tax as respects any payments of interest made in respect of that advance; or

(B)a Lender which is:

(1)a company resident in the United Kingdom for United Kingdom tax purposes;

(2)a partnership each member of which is:

(a)a company so resident in the United Kingdom; or

(b)a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which is required to bring into account in computing its chargeable profits (within the meaning of section 11(2) of the Taxes Act) the whole of any share of interest payable in respect of that advance that falls to it by reason of sections 114 and 115 of Taxes Act;

(3)a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account that interest payable in respect of that advance in computing the chargeable profits (for the purposes of section 11(2) of the Taxes Act) of that company; or

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(C)a Treaty Lender; or

(ii)a building society (as defined for the purpose of section 880 of the Income Tax Act) making an advance under a Finance Document.

“Tax Confirmation” means a confirmation by a Lender that the person beneficially entitled to interest payable to that Lender in respect of an advance under a Finance Document is either:

(a)a company resident in the United Kingdom for United Kingdom tax purposes;

(b)a partnership each member of which is:

(i)a company so resident in the United Kingdom; or

(ii)a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account in computing its chargeable profits (for the purposes of section 11(2) of the Taxes Act) the whole of any share of interest payable in respect of that advance that falls to it by reason of sections 114 and 115 of the Taxes Act; or

(c)a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable in respect of that advance in computing the chargeable profits (within the meaning of section 11(2) of the Taxes Act) of that company.

“Tax Credit” means a credit against, relief or remission for, or repayment of any Tax.

“Tax Deduction” means a deduction or withholding for or on account of Tax from a payment under a Finance Document.

“Tax Payment” means the increase in a payment made by an Obligor to a Finance Party under Clause 15.2 (Tax gross-up) or a payment made pursuant to Clause 15.3 (Tax Indemnity).

“Treaty Lender” means a Lender which:

(i)is treated as a resident of a Treaty State for the purposes of the Treaty;

(ii)does not carry on a business in the United Kingdom through a permanent establishment with which that Lender’s participation in the Loans is effectively connected; and

(iii)fulfils any conditions which must be fulfilled under the double taxation agreement for residents of that Treaty State to obtain full exemption from United Kingdom taxation on interest (subject to completion of procedural formalities).

“Treaty State” means a jurisdiction having a double taxation agreement (a “Treaty”) with the United Kingdom which makes provision for full exemption from tax imposed by the United Kingdom on interest.

Unless a contrary indication appears, in this Clause 15 a reference to “determines” or “determined” means a determination made in the absolute discretion of the person making the determination.

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15.2Tax gross-up

(a)Each Obligor shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by law.

(b)The Company shall promptly upon becoming aware that an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Agent accordingly.  Similarly, a Lender shall promptly notify the Agent on becoming so aware in respect of a payment payable to that Lender.  If the Agent receives such notification from a Lender it shall promptly notify the Company and that Obligor.

(c)If a Tax Deduction is required by law to be made by an Obligor, the amount of the payment due from that Obligor shall be increased to an amount which (after making any such Tax Deduction) leaves an amount equal to the payment which would have been due if no such Tax Deduction had been required.

(d)An Obligor is not required to make an increased payment to a Lender under paragraph (c) above for a Tax Deduction in respect of tax imposed by the United Kingdom from a payment of interest on a Loan, if on the date on which the payment falls due:

(i)that Lender is not a Qualifying Lender other than where it was a Qualifying Lender before such date, but has ceased to be a Qualifying Lender as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration or application of) any law or Treaty, or any published practice or concession of any relevant taxing authority; or

(ii)the relevant Lender is a Treaty Lender and the Obligor making the payment is able to demonstrate that the payment could have been made to the Lender without the Tax Deduction had that Lender complied with its obligations under paragraph (g) below; or

(iii)

(A)the relevant Lender is a Qualifying Lender solely under paragraph (i)(B) of the definition of Qualifying Lender;

(B)an officer of H.M. Revenue & Customs has given (and not revoked) a direction (a “Direction”) under section 931 of the Income Tax Act 2007 (as that provision has effect on the date on which the relevant Lender became a Party) which relates to that payment and that Lender has received from that Obligor or the Company a certified copy of that Direction; and

(C)the payment could have been made to the Lender without any Tax Deduction in the absence of that Direction; or

(iv)the relevant Lender is a Qualifying Lender solely under paragraph (i)(B) of the definition of Qualifying Lender and it has not, other than by reason of any change after the date of this Agreement in (or in the interpretation, administration, or application of) any law, or any published practice or concession of any relevant taxing authority, given a Tax Confirmation to the Company.

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(e)If an Obligor is required to make a Tax Deduction, that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.

(f)Within thirty days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Obligor making that Tax Deduction shall deliver to the Agent for the Finance Party entitled to the payment evidence that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.

(g)A Treaty Lender and each Obligor which makes a payment to which that Treaty Lender is entitled shall co-operate in promptly completing any procedural formalities necessary for that Obligor to obtain authorisation to make that payment without a Tax Deduction.

(h)Each Lender:

(a)represents to the Obligors (in the case of the Original Lenders) on the date of this Agreement and (in each other case) on the date it becomes a Party to this Agreement, that it is a Qualifying Lender;

(b)represents to the Obligors on each date on which a payment is to be made to it by an Obligor under the Finance Documents that, subject to paragraph (c) below, it is a Qualifying Lender; and

(c)if it is not or ceases to be a Qualifying Lender as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration or application of) any law or Treaty, or any published practice or concession of any relevant taxing authority it:

(i)shall promptly notify the Agent and Company of the same; and

(ii)shall not give the representation in paragraph (b) above.

15.3Tax Indemnity

(a)The Company shall (or the Company shall ensure that another Obligor will) (within five Business Days of demand by the Agent) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document.

(b)Paragraph (a) above shall not apply:

(i)with respect to any Tax assessed on a Finance Party:

(A)under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or

(B)under the law of the jurisdiction in which that Finance Party’s Facility Office is located in respect of amounts received or receivable in that jurisdiction;

(C)comprising or in respect of franchise Taxes payable by the Finance Party or any alternative or minimum Taxes imposed in lieu of any such Taxes or franchise Taxes,

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if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party; or

(ii)to the extent a loss, liability or cost :

(A)is compensated for by an increased payment under Clause 15.2 (Tax gross-up); or

(B)would have been compensated for by an increased payment under Clause 15.2 (Tax gross-up) but was not so compensated solely because one of the exclusions in paragraph (d) of Clause 15.2 (Tax gross-up) applied.

(c)A Protected Party making, or intending to make, a claim under paragraph (a) above shall promptly notify the Agent of the event which will give, or has given, rise to the claim, following which the Agent shall promptly notify the Company.

(d)Each Finance Party shall, together with its demand, provide a certificate confirming the amount (and setting out in reasonable detail the calculation of the amount) of its claim.

(e)A Protected Party shall, on receiving a payment from an Obligor under this Clause 15.3, notify the Agent.

15.4Tax Credit

If an Obligor makes a Tax Payment and the relevant Finance Party determines that:

(a)a Tax Credit is attributable either to an increased payment of which that Tax Payment forms part, or to that Tax Payment; and

(b)that Finance Party has obtained, utilised and retained that Tax Credit,

the Finance Party shall pay an amount to the Obligor which that Finance Party determines will leave it (after that payment) in the same after-Tax position as it would have been in had the Tax Payment not been required to be made by the Obligor.

15.5Stamp taxes

The Company shall pay (or shall ensure that a Borrower shall pay) and, within three Business Days of demand, indemnify each Finance Party against any cost, loss or liability that Finance Party incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any Finance Document.

15.6Value added tax

(a)All amounts set out, or expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply, and accordingly, subject to paragraph (c) below, if VAT is chargeable on any supply made by any Finance Party to any Party under a Finance Document, that Party shall pay to the Finance Party (in addition to and at the same time as paying the consideration) an amount equal to the amount of the VAT (and such Finance Party shall promptly provide an appropriate VAT invoice to such Party).

(b)If VAT is chargeable on any supply made by any Finance Party (the “Supplier”) to any other Finance Party (the “Recipient”) under a Finance Document, and any Party (the “Relevant

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Party”) is required by the terms of any Finance Document to pay an amount equal to the consideration for such supply to the Supplier (rather than being required to reimburse the Recipient in respect of that consideration), such Party shall also pay to the Supplier (in addition to and at the same time as paying such amount) an amount equal to the amount of such VAT.  The Recipient will promptly pay to the Relevant Party an amount equal to any credit or repayment from the relevant tax authority which it reasonably determines relates to the VAT chargeable on that supply.

(c)Where a Finance Document requires any Party to reimburse a Finance Party for any costs or expenses, that Party shall also at the same time pay and indemnify the Finance Party against all VAT incurred by the Finance Party in respect of the costs or expenses to the extent that the Finance Party reasonably determines that neither it nor any other member of any group of which it is a member for VAT purposes is entitled to credit or repayment from the relevant tax authority in respect of the VAT.

15.7Lender status confirmation

(a)Each Lender which becomes a Party to this Agreement after the date hereof shall state, in the Transfer Certificate which it executes on becoming a Party (or, if it becomes a Lender pursuant to an assignment, in a notice delivered to the Agent), which of the following categories it falls in:

(i)not a Qualifying Lender;

(ii)a Qualifying Lender (other than a Treaty Lender); or

(iii)a Treaty Lender.

(b)In addition, a Lender which states in such Transfer Certificate (or notice) that it is a Treaty Lender shall also state in the Transfer Certificate (or notice):

(i)whether it (1) is a company, corporation or other body corporate; (2) a partnership, limited partnership or a US limited liability company; or (3) an entity not falling in the previous two categories;

(ii)the jurisdiction in which it is resident; and

(iii)the address of its head office.

15.8PTR Scheme

(a)Each Treaty Lender:

(i)irrevocably appoints the Agent to act as syndicate manager under, and authorises the Agent to operate, and take any action necessary or desirable under, the PTR Scheme in connection with the Facility;

(ii)shall co-operate with the Agent in completing any procedural formalities necessary under the PTR Scheme, and shall promptly supply to the Agent such information as the Agent may request in connection with the operation of the PTR Scheme;

(iii)without limiting the liability of any Obligor under this Agreement, shall, within 5 Business Days of demand, indemnify the Agent for any liability or loss incurred by the Agent as a result of the Agent acting as syndicate manager under the PTR Scheme in connection

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with the Treaty Lender’s participation in any Loan (except to the extent that the liability or loss arises directly from the Agent’s gross negligence or wilful misconduct); and

(iv)shall, within 5 Business Days of demand, indemnify each Obligor for any Tax which such Obligor becomes liable to pay in respect of any payments made to such Treaty Lender arising as a result of any incorrect information supplied by such Treaty Lender under paragraph (ii) above which results in a provisional authority issued by H.M. Revenue & Customs under the PTR Scheme being withdrawn.

(b)Each Obligor acknowledges that it is fully aware of its contingent obligations under the PTR Scheme and shall:

(i)promptly supply to the Agent such information as the Agent may request in connection with the operation of the PTR Scheme; and

(ii)act in accordance with any provisional notice issued by H.M. Revenue & Customs under the PTR Scheme.

(c)The Agent agrees to provide, as soon as reasonably practicable, a copy of any provisional authority issued to it under the PTR Scheme in connection with any Loan to those Obligors specified in such provisional authority.

(d)All Parties acknowledge that the Agent:

(i)is entitled to rely completely upon information provided to it in connection with paragraphs (a) or (b) above;

(ii)is not obliged to undertake any enquiry into the accuracy of such information, nor into the status of the Treaty Lender or, as the case may be, Obligor providing such information; and

(iii)shall have no liability to any person for the accuracy of any information it submits in connection with paragraph (a)(i) above.

(e)In this Clause “PTR Scheme” means the Provisional Treaty Relief scheme as described in H.M. Revenue & Customs (formerly the Inland Revenue) Guidelines dated January 2003 and administered by H.M. Revenue & Customs.

16.TAX GROSS UP AND INDEMNITIES - CANADIAN BORROWERS

16.1No Withholding; Gross-up Requirement

(a)Each payment required to be made by a Canadian Borrower under a Finance Document to any Lender who has made a Facility D Loan shall be made without set-off or counterclaim and free and clear of, and without deduction or withholding for or on account of, any and all present or future Tax, except to the extent such deduction or withholding is required by any applicable law, as modified by the administrative practice of any relevant governmental body, then in effect.  To the extent and each time a Canadian Borrower is so required to deduct or withhold an amount for or on account of Tax from or in respect of any such payment to or for the account of any Lender under Facility D (the “Affected Facility D Lender”), then the Canadian Borrower will:

(i)Promptly notify the Agent of such requirement;

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(ii)Pay to the relevant governmental body when due the full amount required to be deducted or withheld (including the full amount required to be deducted or withheld from any additional amount paid by the Canadian Borrower to or for the account of the Affected Facility D Lender under this Clause 16.1);

(iii)Promptly forward to the Agent an official receipt (or a certified copy), or other documentation, evidencing such payment to such governmental body; and

(iv)Subject to Clause 16.3, forthwith pay to the Affected Facility D Lender, in addition to the payment to which the Affected Facility D Lender is otherwise entitled under such Finance Document, such additional amount as is necessary to ensure that the net amount actually received by the Affected Facility D Lender (free and clear of, and net of, any such deduction or withholding, including the full amount paid by the Canadian Borrower under this Clause 16.1) will equal the full amount the Affected Facility D Lender would have received had no such deduction or withholding been required.

16.2Indemnity

If a Canadian Borrower fails to pay to the relevant governmental body when due any amount on account of Tax that it was required to deduct or withhold under Clause 16.1 or that is otherwise payable under Part XIII of the Canadian Tax Act by a Lender on a payment received by such Lender, in each case in respect of any payment to or for the benefit of any Lender under Facility D under any Finance Document, or fails to promptly furnish the Agent with the documentation referred to in Clause 16.1, the Canadian Borrower shall forthwith on demand indemnify and save harmless such Lender under Facility D on a full indemnity after-Tax basis from and against the full amount of any Tax, loss, liability or cost which such Lender under Facility D may suffer or incur (directly or indirectly) as a result of such failure.

16.3Facility D Lender’s Own Taxes

The provisions of Clauses 16.1(iv) and 16.2 shall not apply in respect of:

(a)any Facility D Lender’s Own Taxes;

(b)any amount paid to or for the account of any Lender under Facility D which does not deal at arm’s length with the Canadian Borrower at the time the amount is paid; or

(c)payments made by a Canadian Borrower to the extent they are in respect of services rendered in Canada.

16.4Refund of Tax Benefit

If a Lender under Facility D obtains a refund, credit, deduction or similar benefit by reason of (i) any withholding or deduction made by a Canadian Borrower in respect of a payment made by it hereunder which payment shall have been increased pursuant to Clause 16.1 or have been the subject of an indemnity under 16.2, then such Lender under Facility D will (provided the Canadian Borrower has paid all amounts described in Clauses 16.1 and 16.2) pay to the Canadian Borrower such amount (if any), net of out-of-pocket expenses of such Lender under Facility D, not exceeding the amount paid by the Canadian Borrower under Clause 16.1, 16.2 or 16.5, as applicable, as equals the net after-tax value to such Lender under Facility D of such part of such refund, credit, deduction or benefit (after taking into account the payment under this Clause 16.4) as is reasonably allocable to such withholding or deduction or payment of

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indemnity having regard to all its dealings giving rise to similar credits, deductions or benefits in relation to the same tax period and to the cost of obtaining the same, provided that (i) nothing herein shall interfere with the right of any Lender under Facility D to arrange its tax affairs in whatever manner it deems fit and in particular no Lender under Facility D shall be under any obligation to claim relief from its corporate profits or similar tax liability in respect to any such deduction or withholding in priority to any other relief, claims, credits or deductions available to it and (ii) no Lender under Facility D shall be obligated to disclose to a Canadian Borrower any information regarding its tax affairs or tax computations.

16.5Indemnity for Additional Income Tax

A Canadian Borrower shall also indemnify and save harmless each Lender under Facility D, on a full indemnity after-Tax basis, for any additional Taxes on net income that such Lender under Facility D may be obliged to pay as a result of the payment of additional amounts under this Clause 16.

17.INCREASED COSTS

(a)Subject to Clause 17.3 (Exceptions) the Company shall (or shall procure that an Obligor will), within five Business Days of a demand by the Agent, pay for the account of a Finance Party the amount of any Increased Costs incurred by that Finance Party or any of its Affiliates as a result of (i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation or (ii) compliance with any law or regulation made after the date of this Agreement.

(b)In this Agreement “Increased Costs” means:

(i)a reduction in the rate of return from the Facility or on a Finance Party’s (or its Affiliate’s) overall capital;

(ii)an additional or increased cost; or

(iii)a reduction of any amount due and payable under any Finance Document,

which is incurred or suffered by a Finance Party or any of its Affiliates to the extent that it is attributable to that Finance Party having entered into its Commitment or funding or performing its obligations under any Finance Document.

17.2Increased cost claims

(a)A Finance Party intending to make a claim pursuant to Clause 17 (Increased costs) shall, promptly upon becoming aware of the relevant event, notify the Agent of the event giving rise to the claim, following which the Agent shall promptly notify the Company.

(b)Each Finance Party shall, together with its demand, provide a certificate confirming the amount (and setting out, in reasonable detail, the basis of calculation) of its Increased Costs.

17.3Exceptions

(a)Clause 17 (Increased costs) does not apply to the extent any Increased Cost is:

(i)attributable to a Tax Deduction required by law to be made by an Obligor;

(ii)compensated for by Clause 15.3 (Tax Indemnity) or by Clause 16 (Tax Gross-up and Indemnities - Canadian Borrowers) (or would have been compensated for under Clause

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15.3 (Tax Indemnity) but was not so compensated solely because any of the exclusions in paragraph (b) of Clause 15.3 (Tax Indemnity) or because one of the exceptions in Clause 16.3 (Facility D Lender’s Own Taxes) applied);

(iii)compensated for by the payment of the Mandatory Cost;

(iv)resulting from any requirements imposed on the Finance Party by Regulation D issued by the Board of Governors of the Federal Reserve System of the United States of America;

(v)attributable to the wilful breach by the relevant Finance Party or its Affiliates of any law or regulation or the negligence of any of them; or

(vi)attributable to the implementation or application of or compliance with the “International Convergence of Capital Measurement and Capital Standards, a Revised Framework” published by the Basel Committee on Banking Supervision in June 2004 in the form existing on the date of this Agreement (“Basel II”) or any other law or regulation which implements Basel II (whether such implementation, application or compliance is by a government, regulator, Finance Party or any of its Affiliates).

(b)In this Clause 17.3, a reference to a “Tax Deduction” has the same meaning given to the term in Clause 15.1 (Definitions).

18.OTHER INDEMNITIES

18.1Currency indemnity

(a)If any sum due from an Obligor under the Finance Documents (a “Sum”), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the “First Currency”) in which that Sum is payable into another currency (the “Second Currency”) for the purpose of:

(i)making or filing a claim or proof against that Obligor;

(ii)obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings,

that Obligor shall as an independent obligation, within three Business Days of demand, indemnify each Finance Party to whom that Sum is due against any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (A) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available to that person at the time of its receipt of that Sum.

(b)Each Obligor waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency or currency unit other than that in which it is expressed to be payable.

18.2Other indemnities

The Company shall (or shall procure that an Obligor will), within three Business Days of demand, indemnify each Finance Party against any cost, loss or liability incurred by that Finance Party as a result of:

(a)the occurrence of any Event of Default;

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(b)a failure by an Obligor to pay any amount due under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 31 (Sharing among the Finance Parties);

(c)funding, or making arrangements to fund, its participation in a Loan requested by a Borrower in a Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by that Finance Party alone); or

(d)a Loan (or part of a Loan) not being prepaid in accordance with a notice of prepayment given by a Borrower or the Company.

18.3Indemnity to the Agent

The Company shall (or shall procure that an Obligor will) promptly indemnify the Agent against any cost, loss or liability incurred by the Agent (acting reasonably) as a result of:

(a)investigating any event which it reasonably believes is a Default;

(b)entering into or performing any foreign exchange contract for the purposes of paragraph (b) of Clause 8.3 (Change of currency of Term Loans); or

(c)acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised.

18.4Finance Document and Offer related indemnity

The Company shall, or shall ensure that another Obligor will, indemnify and hold harmless each Finance Party and each of their respective directors, officers, employees, agents and representatives (each being an “Indemnified Person”) from and against any and all claims, damages, losses, liabilities, costs, and other expenses (including the properly incurred fees of legal counsel for such Indemnified Person) (all together “Losses”) which have been incurred by or awarded against any Indemnified Person, in each case arising out of or in connection with any claim, investigation, litigation or proceeding (or the preparation of any defence with respect thereto) commenced or threatened by any person in relation to any of the Finance Documents (or the transactions contemplated therein, including without limitation, the Offer (whether or not made), the use of the proceeds of the Facilities or any acquisition by Bidco or any person acting in concert with Bidco of any of the shares in the Target) except to the extent such Losses or claims result from such Indemnified Person’s gross negligence or misconduct or a breach of any Finance Document by an Indemnified Person, and provided that:

(a)the Indemnified Person shall as soon as reasonably practicable inform the Company of any circumstances of which it is aware and which would be reasonably likely to give rise to any such investigation, litigation or proceeding (whether or not an investigation, litigation or proceeding has occurred or been threatened);

(b)the Indemnified Person will, where reasonable and practicable, and taking into account the provisions of this Agreement, give the Company an opportunity to consult with it with respect to the conduct or settlement of any such investigation, litigation or proceeding;

(c)an Indemnified Person will provide the Company on request (and, to the extent practicable without any waiver of legal professional privilege or breach of confidentiality

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obligation) with copies of material correspondence in relation to the Losses and allow the Company to attend all material meetings in relation to the Losses, receive copies of material legal advice obtained by the Indemnified Person in relation to the Losses;

(d)the Company will keep strictly confidential all information received by it in connection with the Losses and will not disclose any information to any third party (other than to its legal counsel) without the prior written consent of the Indemnified Person;

(e)the Company shall not be liable for any settlement of the Losses unless the Company has consented to that settlement (such consent not to be unreasonably withheld); and

(f)no Indemnified Person shall be required to comply with the above nor shall paragraph (e) apply unless the Indemnified Person is and continues to be indemnified on a current basis for its costs and expenses.

Any third party referred to in this Clause may rely on this Clause subject to Clause 1.3 (Third Party Rights) and the provisions of the Third Parties Act.

19.MITIGATION BY THE LENDERS

19.1Mitigation

(a)Each Finance Party shall, in consultation with the Company, take all reasonable steps to mitigate any circumstances which arise and which would result in any amount becoming payable under or pursuant to, or cancelled pursuant to, any of Clause 10.1 (Illegality), Clause 15 (Tax gross-up and indemnities), Clause 16 (Tax gross-up and indemnities – Canadian Borrowers) or Clause 17 (Increased costs) including (but not limited to) transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office.

(b)Paragraph (a) above does not in any way limit the obligations of any Obligor under the Finance Documents.

19.2Limitation of liability

(a)The Company shall (or shall procure that an Obligor will) indemnify each Finance Party for all costs and expenses reasonably incurred by that Finance Party as a result of steps taken by it under Clause 19.1 (Mitigation).

(b)A Finance Party is not obliged to take any steps under Clause 19.1 (Mitigation) if, in the opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it.

20.COSTS AND EXPENSES

20.1Transaction expenses

The Company shall (or shall procure that an Obligor will) promptly on demand pay the Agent and the Initial Arrangers the amount of all costs and expenses (including legal fees) reasonably incurred by any of them in connection with the negotiation, preparation, printing, execution and syndication of this Agreement and any other Finance Documents referred to in this Agreement, in each case up to any limit agreed by the Company.

20.2Amendment costs

If (a) an Obligor requests an amendment, waiver or consent or (b) an amendment is required pursuant to Clause 32.9 (Change of currency), the Company shall (or shall procure that an

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Obligor will), within three Business Days of demand, reimburse the Agent for the amount of all reasonable costs and expenses (including legal fees) reasonably incurred by the Agent in responding to, evaluating, negotiating or complying with that request or requirement.

20.3Enforcement costs

The Company shall (or shall procure that an Obligor will), within three Business Days of demand, pay to each Finance Party the amount of all costs and expenses (including legal fees) properly incurred by that Finance Party in connection with the enforcement of, or the preservation of any rights under, any Finance Document.

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SECTION 7

GUARANTEE

21.GUARANTEE AND INDEMNITY

21.1Guarantee and indemnity

Each Guarantor irrevocably and unconditionally jointly and severally:

(a)guarantees to each Finance Party punctual performance by each Borrower of all that Borrower’s payment obligations under the Finance Documents;

(b)undertakes with each Finance Party that whenever a Borrower does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and

(c)agrees with each Finance Party that if, for any reason, any amount claimed by a Finance Party under this Clause 21 is not recoverable on the basis of a guarantee, it will be liable to indemnify that Finance Party against any cost, loss or liability it incurs as a result of a Borrower not paying any amount when due under or in connection with any Finance Document. The amount payable by that Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 21 if the amount claimed had been recoverable on the basis of a guarantee.

21.2Continuing guarantee

This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by any Obligor under the Finance Documents, regardless of any intermediate payment or discharge in whole or in part.

21.3Reinstatement

If as a result of insolvency or any similar event:

(a)any payment by an Obligor is avoided, reduced or must be restored; or

(b)any discharge or arrangement (whether in respect of the obligations of any Obligor or any security for those obligations or otherwise) is made in whole or in part on the basis of any payment, security or other thing which is avoided, reduced or must be restored,

(i)the liability of each Obligor shall continue or be reinstated as if the payment, discharge or arrangement had not occurred; and

(ii)each Finance Party shall be entitled to recover the value or amount of that payment or security from each Obligor, as if the payment, discharge or arrangement had not occurred.

21.4Waiver of defences

The obligations of each Guarantor under this Clause 21 will not be affected by an act, omission, matter or thing which, but for this Clause, would reduce, release or prejudice any of its obligations under this Clause 21 (without limitation and whether or not known to it or any Finance Party) including:

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(a)any time, waiver or consent granted to, or composition with, any Obligor or other person;

(b)the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the Group;

(c)the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;

(d)any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor or any other person;

(e)any amendment, novation, supplement, extension, restatement (however fundamental and whether or not more onerous) or replacement of any Finance Document or any other document or security, including any change in the purpose of, any extension of or any increase in any facility or the addition of any new facility under any Finance Document or other document or security;

(f)any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document or any other document or security; or

(g)any insolvency or similar proceedings.

21.5Immediate recourse

Each Guarantor waives any right it may have of first requiring any Finance Party (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person before claiming from that Guarantor under this Clause 21.  This waiver applies irrespective of any law or any provision of a Finance Document to the contrary.

21.6Appropriations

Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full, while a Default is continuing each Finance Party (or any trustee or agent on its behalf) may:

(a)refrain from applying or enforcing any other moneys, security or rights held or received by that Finance Party (or any trustee or agent on its behalf) in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and no Guarantor shall be entitled to the benefit of the same; and

(b)hold in an interest-bearing suspense account any moneys bearing interest at market rates received from any Guarantor or on account of any Guarantor’s liability under this Clause 21.

21.7Deferral of Guarantor’s rights

Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full and unless the Agent otherwise

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directs, no Guarantor will exercise any rights which it may have by reason of performance by it of its obligations under the Finance Documents:

(a)to be indemnified by an Obligor;

(a)to claim any contribution from any other guarantor of any Obligor’s obligations under the Finance Documents; and/or

(b)to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Finance Parties under the Finance Documents or of any other guarantee or security taken pursuant to, or in connection with, the Finance Documents by any Finance Party.

If a Guarantor receives any benefit, payment or distribution in relation to such rights it shall hold that benefit, payment or distribution to the extent necessary to enable all amounts which may be or become payable to the Finance Parties by the Obligors under or in connection with the Finance Documents to be repaid in full on trust for the Finance Parties and shall promptly pay or transfer the same to the Agent or as the Agent may direct for application in accordance with Clause 32 (Payment mechanics) of this Agreement.

21.8Additional security

This guarantee is in addition to and is not in any way prejudiced by any other guarantee or security now or subsequently held by any Finance Party.

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SECTION 8

REPRESENTATIONS

22.REPRESENTATIONS

Each Obligor makes the representations and warranties set out in this Clause 22 to each Finance Party on the dates described in Clause 22.16 (Times when representations made):

(a)in the case of the Company, in respect of itself and (where so expressed) in respect of each Relevant Company; and

(b)in the case of the other Obligors, in respect of itself only.

22.2Status

(a)It is a corporation, duly incorporated and validly existing under the law of its jurisdiction of incorporation.

(b)It has the power to own its assets and carry on its business substantially as it is being conducted.

22.3Binding obligations

The obligations expressed to be assumed by it in each Finance Document are, subject to the Reservations, legal, valid, binding and enforceable obligations.

22.4Non-conflict with other obligations

The entry into and performance by it of its obligations under or in respect of the Finance Documents do not and will not conflict with:

(a)any law or regulation applicable to it;

(b)its constitutional documents; or

(c)any agreement or instrument binding upon it or any Relevant Company or any Relevant Company’s assets, to the extent that it would reasonably be expected to have a Material Adverse Effect.

22.5Power and authority

It has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, the Finance Documents to which it is a party and its obligations under or in respect of the Finance Documents.

22.6Validity and admissibility in evidence

All Authorisations required:

(a)to enable it lawfully to enter into, exercise its rights and comply with its obligations in the Finance Documents to which it is a party; and

(b)to make the Finance Documents to which it is a party admissible in evidence in its jurisdiction of incorporation,

have been obtained or effected and are in full force and effect.

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22.7Governing law and enforcement

(a)The choice of English law as the governing law of the Finance Documents will, subject to the Reservations, be recognised and enforced in its jurisdiction of incorporation.

(b)Any judgment obtained in England in relation to a Finance Document will, subject to the Reservations, be recognised and enforced in its jurisdiction of incorporation.

22.8Deduction of Tax

Subject to the completion of procedural formalities and subject to the Reservations, it is not required to make any deduction for or on account of Tax from any payment it may make under any Finance Document to any Lender (provided that, in respect of Facility A, Facility B and Facility C, it is a Qualifying Lender).

22.9No filing or stamp taxes

Under the law of its jurisdiction of incorporation it is not necessary that the Finance Documents be filed, recorded or enrolled with any court or other authority in that jurisdiction or that any stamp, registration or similar tax be paid on or in relation to the Finance Documents or its obligations under or in respect of the Finance Documents.

22.10No default

(a)No Event of Default is continuing or might reasonably be expected to result from the making of any Utilisation.

(b)No other event or circumstance is outstanding which constitutes a default under any other agreement or instrument which is binding on it or any Relevant Company or to which its (or any Relevant Company’s) assets are subject which would reasonably be expected to have a Material Adverse Effect.

22.11No misleading information

(a)Any material written factual information in the Information Package was true and accurate in all material respects as at the date it was provided or as at the date (if any) at which it is stated.

(b)Any financial projections in the Information Package have been prepared on the basis of recent historical information and on the basis of assumptions believed by the Company to be reasonable at the time of such preparation.

(c)So far as it is aware after due and careful review and enquiries, nothing has occurred or been omitted from the Information Package and no information has been given or withheld that results in:

(i)any material factual information in the Information Package being untrue or misleading in any material respect;

(ii)any financial projection in the Information Package being untrue or misleading in any material respect; or

(iii)any assumption or ground on which any financial projection in the Information Package is based being unreasonable.

(d)The representations and warranties in this Clause 22.11:

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(i)are given by the Company only; and

(ii)to the extent they relate to the Target Group, are given to the best of the knowledge and belief of the Company.

22.12Financial statements

(a)Its Original Financial Statements were prepared in accordance with GAAP consistently applied.

(b)Its Original Financial Statements fairly represent its consolidated financial condition and operations as at the end of and for the relevant financial year.

(c)There has been no material adverse change in the consolidated business or financial condition of the Group since 31 December 2006.

22.13No proceedings pending or threatened

No litigation, arbitration or administrative proceedings of or before any court, arbitral body or agency which are reasonably likely to be adversely determined and, if so determined, would reasonably be expected to have a Material Adverse Effect have (to the best of its knowledge and belief) been started or threatened against it or any Relevant Company.

22.14The Acquisition

In each case, as at the date of issue and except with the consent of the Initial Arrangers:

(a)the Press Release (to the extent customarily included) and the Offer Document contain all the material terms of the Offer; and

(b)the Offer Document reflects the terms of the Press Release in all material respects.

22.15The Australian Parent Guarantee

(a)The Australian Parent Guarantee is in full force and effect and the Company’s obligations under this Agreement are guaranteed by Rio Tinto Limited under the Australian Parent Guarantee.

(b)Neither the Company nor Rio Tinto Limited have sought to terminate or amend the Australian Parent Guarantee and no other steps have been taken, in each case, to exclude or limit Rio Tinto Limited’s liabilities under the Australian Parent Guarantee in relation to the Company’s obligations under this Agreement.

22.16Times when representations made

(a)The representations and warranties set out in this Clause 22 (except for Clause 22.11 (No misleading information)) are made by each Original Obligor on the date of this Agreement.

(b)The representations and warranties set out in Clause 22.11 (No misleading information) are deemed to be made by the Company:

(i)with respect to the Initial Information, on the date of this Agreement; and

(ii)with respect to the Information Memorandum, on the date on which the Information Memorandum is approved by the Company,

in each case by reference to the facts and circumstances then existing.

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(c)The Repeating Representations (and, in the case of sub-paragraph (ii) below, the representations and warranties set out in Clause 22.6 (Validity and admissibility in evidence) and Clause 22.9 (No filing or stamp taxes)) are deemed to be made by each Obligor on:

(i)the date of each Utilisation Request and the first day of each Interest Period; and

(ii)in the case of an Additional Obligor, the day on which the company becomes (or it is proposed that the company becomes) an Additional Obligor.

in each case by reference to the facts and circumstances then existing.

(d)The representation in Clause 22.14 (The Acquisition) shall be deemed to be made, with respect to the Press Release, on the date of issue of the Press Release and, with respect to the Offer Document, on the date of issue of the Offer Document.

23.INFORMATION UNDERTAKINGS

23.1Financial statements

The Company shall supply to the Agent in sufficient copies for all the Lenders:

(a)as soon as the same become available, but in any event within 150 days after the end of each of its financial years the audited consolidated financial statements of the Group for that financial year; and

(b)as soon as the same become available, but in any event within 90 days after the end of the first half of each of its financial years the consolidated financial statements of the Group for that financial half year.

23.2Compliance Certificate

(a)The Company shall supply to the Agent, with each set of financial statements delivered pursuant to paragraph (a) or (b) of Clause 23.1 (Financial statements), a Compliance Certificate setting out (in reasonable detail) computations as to compliance with Clause 24 (Financial covenants) as at the date as at which those financial statements were drawn up.

(b)Each Compliance Certificate shall be signed by two authorised signatories of the Company.

23.3Requirements as to financial statements

(a)Each set of financial statements delivered by the Company pursuant to Clause 23.1 (Financial statements) shall be certified by an authorised signatory of the Company as fairly representing its consolidated financial condition and operations as at the end of and for the period in relation to which those financial statements were drawn up.

(b)The Company shall procure that each set of financial statements of the Group delivered pursuant to Clause 23.1 (Financial statements) is prepared using GAAP, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements unless, in relation to any set of financial statements, it notifies the Agent that there has been a change in GAAP, the accounting practices or reference periods and delivers to the Agent:

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(i)a description of any change necessary for those financial statements to reflect the GAAP, accounting practices and reference periods upon which the Original Financial Statements were prepared; and

(ii)sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Lenders to determine whether Clause 24 (Financial covenants) has been complied with and make an accurate comparison between the financial position indicated in those financial statements and the Original Financial Statements.

Any reference in this Agreement to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared.

(c)If the Company notifies the Agent of a change in accordance with paragraph (b) of Clause 23.3 (Requirements as to financial statements) the Company and the Agent shall enter into negotiations in good faith with a view to agreeing any amendments to this Agreement which are necessary as a result of the change.  To the extent practicable these amendments will be such as to ensure that the change does not result in any material alteration in the commercial effect of the obligations in this Agreement.  If any amendments are agreed they shall take effect and be binding on each of the Parties in accordance with their terms.

23.4Information: miscellaneous

The Company shall supply to the Agent (in sufficient copies for all the Lenders, if the Agent so requests):

(a)all documents dispatched by the Company to its shareholders (or any class of them) or its creditors generally at the same time as they are dispatched;

(b)promptly upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings which are current, threatened or pending against any member of the Group, and which are reasonably likely to be adversely determined, and, if so determined could reasonably be expected to have a Material Adverse Effect; and

(c)promptly, such publicly available further information regarding the financial condition, business and operations of any member of the Group as any Finance Party (through the Agent) may reasonably request.

23.5Notice of rating

The Company shall notify the Agent of any change in the long term credit rating (as defined in the definition of “Margin”) as soon as reasonably practicable upon becoming aware that such change has been announced.

23.6Notification of default

(a)Each Obligor shall notify the Agent of any Event of Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence (unless that Obligor is aware that a notification has already been provided by another Obligor).

(b)Promptly upon a request by the Agent, the Company shall supply to the Agent a certificate signed by two of its directors or senior officers on its behalf certifying that no Event of Default is

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continuing (or if an Event of Default is continuing, specifying the Event of Default and the steps, if any, being taken to remedy it).

23.7Use of websites

(a)The Company may satisfy its obligation under this Agreement to deliver any information in relation to those Lenders (the “Website Lenders”) who accept this method of communication by posting this information onto an electronic website designated by the Company and the Agent (the “Designated Website”) if:

(i)the Agent expressly agrees (after consultation with each of the Lenders) that it will accept communication of the information by this method;

(ii)both the Company and the Agent are aware of the address of and any relevant password specifications for the Designated Website; and

(iii)the information is in a format previously agreed between the Company and the Agent.

If any Lender (a “Paper Form Lender”) does not agree to the delivery of information electronically then the Agent shall notify the Company accordingly and the Company shall supply the information to the Agent (in sufficient copies for each Paper Form Lender) in paper form.  In any event the Company shall supply the Agent with at least one copy in paper form of any information required to be provided by it.

(b)The Agent shall supply each Website Lender with the address of and any relevant password specifications for the Designated Website following designation of that website by the Company and the Agent.

(c)The Company shall promptly upon becoming aware of its occurrence notify the Agent if:

(i)the Designated Website cannot be accessed due to technical failure;

(ii)the password specifications for the Designated Website change;

(iii)any new information which is required to be provided under this Agreement is posted onto the Designated Website;

(iv)any existing information which has been provided under this Agreement and posted onto the Designated Website is amended; or

(v)the Company becomes aware that the Designated Website or any information posted onto the Designated Website is or has been infected by any electronic virus or similar software.

If the Company notifies the Agent under paragraph (c)(i) or paragraph (c)(v) above, all information to be provided by the Company under this Agreement after the date of that notice shall be supplied in paper form unless and until the Agent and each Website Lender is satisfied that the circumstances giving rise to the notification are no longer continuing.

(d)Any Website Lender may request, through the Agent, one paper copy of any information required to be provided under this Agreement which is posted onto the Designated Website.  The Company shall comply with any such request within ten Business Days.

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23.8“Know your customer” checks

(a)If:

(i)the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made after the date of this Agreement;

(ii)any change in the status of an Obligor after the date of this Agreement; or

(iii)a proposed assignment or transfer by a Lender of any of its rights and obligations under this Agreement to a party that is not a Lender prior to such assignment or transfer,

obliges the Agent or any Lender (or, in the case of paragraph (iii) above, any prospective new Lender) to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, each Obligor shall promptly upon the request of the Agent or any Lender supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself or on behalf of any Lender) or any Lender (for itself or, in the case of the event described in paragraph (iii) above, on behalf of any prospective new Lender) in order for the Agent, such Lender or, in the case of the event described in paragraph (iii) above, any prospective new Lender to carry out and be satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.

(b)Each Lender shall promptly upon the request of the Agent supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself) in order for the Agent to carry out and be satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.

23.9No personal liability

No director, officer or employee of the Company or any other member of the Group shall be personally liable for any statement made by it in any certificate or other document as required to be delivered pursuant to any Finance Party pursuant to the Finance Documents.

24.FINANCIAL COVENANTS

24.1Financial condition

The Company shall ensure that the ratio of Net Borrowings on each Relevant Date ending on or after 30 June 2008 to EBITDA for the Relevant Period ending on that Relevant Date will not exceed 4.5 to 1.

24.2Financial covenant calculations

(a)EBITDA, Net Borrowings and Total Borrowings shall be calculated and interpreted on a consolidated basis in accordance with the Applicable Accounting Principles and shall be expressed in US Dollars.

(b)EBITDA shall be determined (except as needed to reflect the terms of this Clause 24) from the financial statements of the Group and Compliance Certificates delivered under Clause 23.1 (Financial statements) and Clause 23.2 (Compliance Certificate).

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(c)For the purpose of this Clause 24, no item shall be included or excluded more than once in any calculation.

(d)The financial covenant in Clause 24.1 (Financial condition) shall be tested by reference to each of the financial statements and each Compliance Certificate delivered pursuant to Clause 23.1 (Financial statements) and 23.2 (Compliance Certificate).  However, in respect of any Relevant Period ending on a date which is less than 12 months after the Unconditional Date, EBITDA for the period prior to the Unconditional Date shall be calculated such that references to the Group in the definition of EBITDA shall include the Target Group (on a pro forma basis).

24.3Definitions

In this Clause 24:

“Applicable Accounting Principles” means the GAAP, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements.

“Cash Equivalent Investments” means:

(a)securities with a maturity of less than 12 months from the date of acquisition issued or fully guaranteed or fully insured by the Government of the United States, Canada, any member state of the European Union or any other country that is a member of the OECD;

(b)commercial paper or other debt securities issued by an issuer rated at least A-1 by Standard & Poor’s or P-1 by Moody’s and with a maturity of less than 12 months;

(c)certificates of deposit or time deposits of any commercial bank (which has outstanding debt securities rated as referred to in paragraph (b) above) and with a maturity of less than three months;

(d)investments accessible within 30 days in money market funds which have a credit rating, or are sponsored by an institution which has a credit rating of A/A-1 by Standard & Poor’s or P-1 by Moody’s; and

(e)any other securities approved by the Agent.

“EBITDA” means, in relation to any Relevant Period, the total consolidated profit on ordinary activities before finance costs and tax of the Group for that Relevant Period:

(a)before taking into account:

(i)Acquisition Costs;

(ii)all items excluded from underlying earnings to the extent included in profit on ordinary activities before financing costs and tax;

(b)after excluding (to the extent included) any gains or losses on the disposal or revaluation of interests in businesses (other than in the ordinary course of trading);

(c)after adding any business interruption loss incurred which is covered by insurance and which is not added back to the total profit on ordinary activities before finance costs and tax of the Group in accordance with the Applicable Accounting Principles; and

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(d)after adding back all amounts provided for depreciation and amortisation (including acquisition goodwill) and impairment charges less reversals; and

(e)after adding back all amounts provided for in depreciation and amortisation, tax and finance items in equity accounted units.

“Net Borrowings” means, as at any particular time, Total Borrowings less cash and Cash Equivalent Investments at that time.

“Relevant Date” means the last day of a Relevant Period.

“Relevant Period” means:

(a)a financial year of the Company; and

(b)a period beginning on the first day of the second half of a financial year of the Company and ending on the last day of the first half of the next financial year of the Company.

“Total Borrowings” means, as at any particular time, the aggregate outstanding principal, capital or nominal amount (and any fixed or minimum premium payable on prepayment or redemption) of the Financial Indebtedness of members of the Group (other than any indebtedness referred to in paragraph (g) of the definition of Financial Indebtedness or any guarantee in respect of that indebtedness).

For this purpose, any amount outstanding or repayable in a currency other than US Dollars shall on that day be taken into account in its US Dollars equivalent at the rate of exchange that would have been used had an audited consolidated balance sheet of the Group been prepared as at that day in accordance with the Applicable Accounting Principles.

25.GENERAL UNDERTAKINGS

The undertakings in this Clause 25 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

25.1Authorisations

Each Obligor shall promptly obtain, comply with and maintain in full force and effect any Authorisation required under any law or regulation of its jurisdiction of incorporation to enable it to perform its obligations under the Finance Documents and to ensure the legality, validity, enforceability or admissibility in evidence in its jurisdiction of incorporation of any Finance Document.

25.2Compliance with laws

Each Obligor shall (and the Company shall ensure that each Relevant Company will) comply in all respects with all laws and regulations to which it may be subject, if failure so to comply would be reasonably expected to have a Material Adverse Effect.

25.3Pari passu ranking

Each Obligor shall ensure that its payment obligations under the Finance Documents rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally.

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25.4Negative pledge

(a)No Obligor shall, (and the Company shall ensure that no other Relevant Company will) create or permit to subsist any Security over any of its assets.

(b)Paragraph (a) does not apply to any Permitted Security.

25.5Change of business

The Company shall procure that no substantial change is made to the general nature of the business of the Group taken as a whole from that of being a mining and resources group.

25.6Environmental laws and licences

Each Obligor shall (and the Company shall ensure that each other Relevant Company will):

(a)comply with all Environmental Laws to which it may be subject; and

(b)obtain and comply with all Environmental Licences required in connection with its business,

in each case where failure to do so would reasonably be expected to have a Material Adverse Effect.

25.7Subsidiary Financial Indebtedness

Following the Unconditional Date, the net aggregate amount of Financial Indebtedness (other than, without double-counting:

(a)any Project Finance Borrowings;

(b)indebtedness owed by one member of the Group to another member of the Group;

(c)amounts borrowed by a Guarantor (while such company continues to be a Guarantor) or Rio Tinto Limited (while the representation in Clause 22.15 (The Australian Parent Guarantee) remains true and accurate). For the avoidance of doubt, any guarantee provided by any other Relevant Company (except an Obligor) in relation to such borrowed amounts shall not be excluded from the aggregate amount of Financial Indebtedness of Relevant Companies pursuant to this sub-paragraph (c);

(d)amounts borrowed by a Finance Company which are on-lent to a Guarantor or Rio Tinto Limited before either remaining with such Guarantor or Rio Tinto Limited or being on-lent by it to another member of the Group;

(e)amounts borrowed by a member of the Group from a bank to which cash collateral (in a substantially equivalent amount) has been granted by a member of the Group in respect of the obligation of the relevant member of the Group to repay such amounts;

(f)any amounts borrowed by a member of the Group which constitute Financial Indebtedness to the extent such amounts are borrowed for the purposes of refinancing other borrowings constituting Financial Indebtedness (so long as the amounts so borrowed are promptly applied to such matter and provided that this paragraph (f) applies only until such Financial Indebtedness is so applied);

(g)any Financial Indebtedness raised under the Facilities),

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of the Relevant Companies shall not exceed an amount equal to 12.5 per cent. of the total consolidated assets of the Group as shown in the latest consolidated financial statements of the Group.

25.8The Acquisition

(a)The Company shall deliver to the Initial Arrangers a copy of the Press Release, the Offer Document and any other document sent to the shareholders of the Target in connection with the Acquisition as soon as reasonably practicable after such document has been posted or sent (as applicable).

(b)The Company shall issue the Press Release within 5 Business Days after the date of this Agreement.

(c)Bidco shall not declare any part of the Acquisition wholly unconditional unless:

(i)it has, or its board of directors believes that it is likely that it will as a result (and the board of directors has received advice from its financial adviser to this effect), acquire and/or hold 662/3 per cent. or more of the outstanding Shares (calculated on a fully-diluted basis) at such time; and

(ii)at the time when the Offer Document was circulated, it was recommended by the directors of the Target.

(d)Before Bidco declares any part of the Acquisition wholly unconditional at a time when it does not hold unconditional acceptances in respect of 662/3 per cent. or more of the outstanding Shares:

(i)it shall give written notice to the Initial Arrangers; and

(ii)it shall provide copies to the Initial Arrangers only of the advice it has received from its financial adviser that it is likely that Bidco will acquire 662/3 per cent. or more of the outstanding Shares.

25.9The Australian Parent Guarantee

(a)The Company will not, and will procure that Rio Tinto Limited does not, seek to terminate or amend the Australian Parent Guarantee or take any other steps where, in each case, this would exclude or limit Rio Tinto Limited’s liabilities under the Australian Parent Guarantee in relation to the Company’s obligations under this Agreement.

26.EVENTS OF DEFAULT

Each of the events or circumstances set out in Clause 26 is an Event of Default.

26.1Non-payment

An Obligor does not pay on the due date any amount payable pursuant to a Finance Document at the place at and in the currency in which it is expressed to be payable unless:

(a)its failure to pay is caused by:

(i)administrative or technical error; or

(ii)a Disruption Event; and

(b)payment is made within 5 Business Days of its due date.

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26.2Financial covenants

Any requirement of Clause 24 (Financial covenants) is not satisfied.

26.3Other obligations

(a)An Obligor does not comply with any provision of the Finance Documents (other than those referred to in Clause 26.1 (Non-payment) and Clause 26.2 (Financial covenants)).

(b)No Event of Default under paragraph (a) above will occur if the failure to comply is capable of remedy and it is so remedied within 30 days of the Agent giving notice to the Company or the Company becoming aware of the failure to comply.

26.4Misrepresentation

Any representation or statement made or deemed to be made by an Obligor in the Finance Documents or any other document delivered by or on behalf of any Obligor under or in connection with any Finance Document is or proves to have been incorrect or misleading in any material respect when made or deemed to be made unless the facts or circumstances underlying the misrepresentation are capable of remedy and are remedied within 30 days of the Agent giving notice to the Company or the Company becoming aware of the misrepresentation.

26.5Cross acceleration

(a)Any Relevant Borrowing of any Relevant Company is not paid when due nor within any originally applicable grace period.

(b)Any Relevant Borrowing of any Relevant Company is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described).

(c)No Event of Default will occur under this Clause 26.5:

(i)if the aggregate amount of Financial Indebtedness for Financial Indebtedness falling within paragraphs (a) and (b) above is less than the Relevant Amount; or

(ii)if the requirement to pay is being contested by the Relevant Company in good faith.

26.6Insolvency

(a)An Obligor, Rio Tinto Limited or Rio Tinto Finance Limited (each, a “Principal Company”) is unable or admits inability to pay its debts as they fall due, suspends making payments on any of its debts (other than pursuant only to Section 123(1)(a) of the Insolvency Act 1986 of Great Britain or Section 459 C (2) of the Corporations Act 2001 of the Commonwealth of Australia or any other equivalent legislation).

(b)Any Principal Company by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness.

(c)The value of the assets of the Company or Rio Tinto Limited is less than its liabilities (taking into account contingent and prospective liabilities).

(d)A moratorium is declared in respect of any indebtedness of any Principal Company.

26.7Insolvency proceedings

(a)Any corporate action, legal proceedings or other procedure or step is taken in relation to:

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(i)the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of any Principal Company other than a solvent liquidation or reorganisation of any Principal Company which is not the Company or Rio Tinto Limited;

(ii)a composition, compromise, assignment or arrangement with any creditor of any Principal Company;

(iii)the appointment of a liquidator (other than in respect of a solvent liquidation of a Principal Company which is not the Company or Rio Tinto Limited), receiver, administrative receiver, administrator, compulsory manager or other similar officer in respect of any Principal Company or any of its assets; or

(iv)enforcement of any Security securing Relevant Borrowings of a Relevant Amount over any assets of any Principal Company,

or any analogous procedure or step is taken in any jurisdiction.

(b)Paragraph (a) above does not apply to any action, proceedings, procedure or step which:

(i)is taken by a person who is not a member of the Group;

(ii)is, within seven days, being contested in good faith by the Principal Company; and

(iii)is dismissed, withdrawn, discharged, removed or stayed (as applicable) in the case of the Company or Rio Tinto Limited within 30 days and in the case of any other Principal Company (or any Relevant Company pursuant to the provisions of Clause 26.9 below) within 60 days, and provided that, during that time:

(A)no order is made for the dissolution, winding-up or administration of that Principal Company;

(B)no person as described in paragraph (a)(iii) above is appointed; and

(C)no meeting of that Principal Company is convened for the purpose of considering a resolution regarding any such matter.

26.8Creditors’ process

Any expropriation, attachment, sequestration, distress or execution affects all or any substantial part of the asset or assets of a Principal Company and is not discharged within 5 Business Days.

26.9Relevant Companies

Any event as described in Clause 26.6 (Insolvency) (other than paragraph (c) thereof), 26.7 (Insolvency proceedings) or 26.8 (Creditors’ process) occurs in relation to a Relevant Company (other than a Principal Company), and such event has or would reasonably be expected to have a Material Adverse Effect.

26.10Ownership of the Obligors

An Obligor (other than the Company) is not or ceases to be a wholly-owned Subsidiary of the Company or, as the case may be, Rio Tinto Limited.

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26.11Unlawfulness

It is or becomes unlawful for an Obligor to perform any of its obligations under the Finance Documents or for Rio Tinto Limited to perform any of its obligations under the Australian Parent Guarantee.

26.12Repudiation

(a)An Obligor repudiates a Finance Document or evidences an intention to repudiate a Finance Document.

(b)Rio Tinto Limited repudiates the Australian Parent Guarantee or evidences an intention to repudiate the Australian Parent Guarantee.

26.13Acceleration

Subject to Clause 4.3 (Acquisition Loans during the Availability Period), on and at any time after the occurrence of an Event of Default the Agent may, and shall if so directed by the Majority Lenders, by notice to the Company:

(a)cancel the Total Commitments whereupon they shall immediately be cancelled;

(b)declare that all or part of the Loans, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents be immediately due and payable, whereupon they shall become immediately due and payable; and/or

(c)declare that all or part of the Loans (other than a Facility D Loan made to a Canadian Borrower) be payable on demand, whereupon they shall immediately become payable on demand by the Agent on the instructions of the Majority Lenders.

26.14Clean-up Period

(a)In this Clause:

“Clean-up Period” means the period of 90 days from and including the Unconditional Date.

(b)If, during the Clean-up Period, any event or circumstance has occurred or exists with respect to any member of the Target Group which would constitute an Event of Default:

(i)promptly upon becoming aware of its occurrence or existence, the Company shall notify the Agent of that Event of Default and the related event or circumstance (and the steps, if any, being taken to remedy it); and

(ii)subject to paragraph (c) below, during the Clean-up Period that Event of Default shall not constitute a Default, the Agent shall not be entitled to give any notice under Clause 26.13 (Acceleration) with respect to that Event of Default and no other Finance Party shall be entitled to take any action with respect to that Event of Default until (if that Event of Default is then continuing) the date immediately after the end of the Clean-up Period.

(c)Paragraph (b)(ii) above shall not apply with respect to any Event of Default that:

(i)was procured or approved by the Company;

(ii)is not capable of remedy;

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(iii)is capable of remedy and reasonable steps are not being taken to remedy it or the event or circumstance which gave rise to it; or

(iv)would reasonably be expected to have a Material Adverse Effect.

(d)For the avoidance of doubt, paragraph (b)(ii) above shall not restrict the Agent’s right to give any notice under Clause 26.13 (Acceleration) or any other Finance Party’s right to take any action with respect to any Default which is not an Event of Default.

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SECTION 9

CHANGES TO PARTIES

27.CHANGES TO THE LENDERS

27.1Assignments and transfers by the Lenders

Subject to this Clause 27, a Lender (the “Existing Lender”) may:

(a)assign any of its rights; or

(b)transfer by novation any of its rights and obligations under any Loan (other than, following the date of the first Utilisation of any Facility, a Facility D Loan),

to:

(i)except where paragraph (ii) below applies, another bank or to an affiliate of a bank; or

(ii)while an Event of Default is continuing, another bank or financial institution or to a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets,

(in each case the “New Lender”).

27.2Conditions of assignment or transfer

(a)The consent of the Company is required for an assignment or transfer by an Existing Lender, unless the assignment or transfer is to another Lender or an Affiliate of a Lender or an Event of Default is continuing.

(b)The consent of the Company to an assignment or transfer must not be unreasonably withheld or delayed. The Company will be deemed to have given its consent five Business Days after the Existing Lender has requested it unless consent is expressly refused by the Company within that time.

(c)The consent of the Company to an assignment or transfer must not be withheld solely because the assignment or transfer may result in an increase to the Mandatory Cost.

(d)An assignment will only be effective on:

(i)receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender; and

(ii)performance by the Agent of all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender.

(e)A transfer will only be effective if the procedure set out in Clause 27.5 (Procedure for transfer) is complied with.

(f)Any assignment or transfer by an Existing Lender to a New Lender shall only be effective if it transfers or assigns the Existing Lender’s share of each Facility pro rata.

(g)If:

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(i)a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and

(ii)as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 15 (Tax gross-up and Indemnities), Clause 16 (Tax gross-up and indemnities – Canadian Borrowers) or Clause 17 (Increased Costs),

then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred.

(h)Notwithstanding any other provision of this Agreement, no assignment or transfer of any Facility D Loan shall be, or shall be deemed to be a discharge, rescission, extinguishment, novation or substitution of the Facility D Loan and any Facility D Loan so assigned or transferred shall continue to be the same obligation and not a new obligation.

27.3Assignment or transfer fee

The New Lender shall, on the date upon which an assignment or transfer takes effect, pay to the Agent (for its own account) a fee of US$2,000.

27.4Limitation of responsibility of Existing Lenders

(a)Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:

(i)the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents or any other documents;

(ii)the financial condition of any Obligor;

(iii)the performance and observance by any Obligor of its obligations under the Finance Documents or any other documents; or

(iv)the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any other document,

and any representations or warranties implied by law are excluded.

(b)Each New Lender confirms to the Existing Lender and the other Finance Parties that it:

(i)has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of each Obligor and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender in connection with any Finance Document; and

(ii)will continue to make its own independent appraisal of the creditworthiness of each Obligor and its related entities whilst any amount is or may be outstanding under the Finance Documents or any Commitment is in force.

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(c)Nothing in any Finance Document obliges an Existing Lender to:

(i)accept a re-transfer from a New Lender of any of the rights and obligations assigned or transferred under this Clause 27; or

(ii)support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by any Obligor of its obligations under the Finance Documents or otherwise.

27.5Procedure for transfer

(a)Subject to the conditions set out in Clause 27.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender.  The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate.

(b)The Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender.

(c)On the Transfer Date:

(i)to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”);

(ii)each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender;

(iii)the Agent, the Initial Arrangers, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Initial Arrangers and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and

(iv)the New Lender shall become a Party as a “Lender”.

27.6Procedure for assignment

(a)Subject to the conditions set out in this Clause 27, an assignment may be effected in accordance with paragraph (b) below when the Facility Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender.

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The Facility Agent shall, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.

(b)On the Transfer Date:

(i)the Existing Lender will assign absolutely to the New Lender its rights under the Finance Documents expressed to be the subject of the assignment in the Assignment Agreement;

(ii)the New Lender shall become a Party as a “Lender”.

(c)Lenders may utilise procedures other than those set out in this Clause 27 to assign their rights under the Finance Documents provided that they comply with the conditions set out in Clause 27.2.

27.7Copy of Transfer Certificate to Company

The Agent shall, as soon as reasonably practicable after it has executed a Transfer Certificate, send to the Company a copy of that Transfer Certificate.

27.8Confidentiality and disclosure of information

(a)Each Finance Party undertakes:

(i)to keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by paragraph (b) below, and to ensure that all Confidential Information is protected with security measures and a degree of care that would apply to its own confidential information; and

(ii)to use the Confidential Information only for monitoring, considering and evaluating any issues relating to the Finance Documents including, without limitation, the assessment of compliance (past, present and future) by the Obligors with their obligations under the Finance Documents;

(b)Any Finance Party may disclose:

(i)to any of its Affiliates and any of its or their officers, directors, employees, professional advisers and auditors;

(ii)to any other person:

(a)to (or through) whom it assigns or transfers (or may potentially assign or transfer) all or any of its rights and obligations under this Agreement for the purposes of that actual or potential assignment or transfer;

(b)with (or through) whom it enters into (or may potentially enter into) any sub-participation in relation to, or any other transaction under which payments are to be made by reference to, this Agreement or any Obligor for the purposes of that actual or potential sub-participation or transaction;

(c)to whom, and to the extent that, information is required to be disclosed by any applicable law or regulation;

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(d)for whose benefit that Finance Party charges, assigns or otherwise creates Security (or may do so) pursuant to Clause 27.9 (Security over Lenders’ rights);

(e)if and to the extent requested by any regulator with jurisdiction over that Finance Party or any Affiliate of that Finance Party;

(f)if it comes into the public domain (other than as a result of a breach of this Clause 27.8);

(g)to rating agencies on a confidential and need to know basis only for the purposes of preparing a private or shadow rating;

(h)to an Obligor; or

(i)with the prior written consent of the Company,

any information about any Obligor, the Group and the Finance Documents as that Finance Party shall consider appropriate if:

(i)in relation to sub-paragraph (i) above, the Finance Party uses all reasonable endeavours to ensure that any person to whom the information is to be given acknowledges and complies with the provisions of this Clause 27.8 as if it were also a party to it; and

(ii)in relation to sub-paragraphs (ii)(a) and (b) and (d) above, the person to whom the information is to be given has entered into a Confidentiality Undertaking.

(c)The provisions of this Clause 27.8 shall:

(i)supersede any undertakings with respect to confidentiality previously given by any Finance Party in favour of any Obligor in connection with the Facilities;

(ii)survive any termination of this Agreement; and

(iii)remain binding on any Finance Party which has ceased to be a party to this Agreement.

27.9Security over Lenders’ rights

In addition to the other rights provided to Lenders under this Clause 27, each Lender may without consulting with or obtaining consent from any Obligor, at any time charge, assign or otherwise create Security in or over (whether by way of collateral or otherwise) all or any of its rights under any Finance Document to secure obligations of that Lender including:

(a)any charge, assignment or other Security to secure obligations to a federal reserve or central bank; and

(b)in the case of any Lender which is a fund, any charge, assignment or other Security granted to any holders (or trustee or representatives of holders) of obligations owed, or securities issued, by that Lender as Security for those obligations or securities,

except that no such charge, assignment or Security shall:

(i)release a Lender from any of its obligations under the Finance Documents or substitute the beneficiary of the relevant charge, assignment or Security for the Lender as a party to any of the Finance Documents; or

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(ii)require any payments to be made by an Obligor or grant to any person any more extensive rights than those required to be made or granted to the relevant Lender under the Finance Documents.

28.CHANGES TO THE OBLIGORS

28.1Assignments and transfer by Obligors

No Obligor may assign any of its rights or transfer any of its rights or obligations under the Finance Documents.

28.2Additional Borrowers

(a)Subject to compliance with any know your customer checks reasonably requested by the Agent or a Lender, the Company may request that any of its wholly owned Subsidiaries or any wholly owned Subsidiary of Rio Tinto Limited becomes an Additional Borrower.  That Subsidiary shall become an Additional Borrower if:

(i)all the Lenders approve the addition of that Subsidiary;

(ii)the Company delivers to the Agent a duly completed and executed Accession Letter;

(iii)the Company confirms that no Default is continuing or would occur as a result of that Subsidiary becoming an Additional Borrower; and

(iv)the Agent has received all of the documents and other evidence listed in Part II of Schedule 2 (Conditions precedent) in relation to that Additional Borrower, each in form and substance satisfactory to the Agent.

(b)The Agent shall notify the Company and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in Part II of Schedule 2 (Conditions precedent).

28.3Additional Guarantors

(a)Subject to compliance with any know your customer checks reasonably requested by the Agent or a Lender, the Company may request that any of its Subsidiaries or any of the Subsidiaries of Rio Tinto Limited becomes an Additional Guarantor. That Subsidiary shall become an Additional Guarantor if:

(i)the Company delivers to the Agent a duly completed and executed Accession Letter; and

(ii)the Agent has received all of the documents and other evidence listed in Part II of Schedule 2 (Conditions precedent) in relation to that Additional Guarantor, each in form and substance satisfactory to the Agent.

(b)The Agent shall notify the Company and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in Part II of Schedule 2 (Conditions precedent).

28.4Resignation of a Borrower

(a)The Company may request that a Borrower (other than the Company) ceases to be a Borrower by delivering to the Agent a Resignation Letter.

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(b)The Agent shall accept a Resignation Letter and notify the Company and the Lenders of its acceptance if:

(i)no Default is continuing or would result from the acceptance of the Resignation Letter (and the Company has confirmed this is the case); and

(ii)the Borrower is under no actual or contingent obligations as a Borrower under any Finance Documents,

whereupon that company shall cease to be a Borrower and shall have no further rights or obligations under the Finance Documents.

28.5Resignation of a Guarantor

(a)The Company may request that a Guarantor (other than the Company) ceases to be a Guarantor by delivering to the Agent a Resignation Letter.

(b)The Agent shall accept a Resignation Letter and notify the Company and the Lenders of its acceptance if:

(i)that Obligor is the subject of a disposal, directly or indirectly, to a person which is not a member of the Group or the Lenders have consented to that Obligor ceasing to be a Guarantor;

(ii)no Default is continuing or would result from the acceptance of the Resignation Letter (and the Company has confirmed this is the case); and

(iii)no demand has been made on that Guarantor in respect of which a payment is due under Clause 21.1 (Guarantee and indemnity),

whereupon that company shall cease to be a Guarantor and shall have no further rights or obligations under the Finance Documents.

28.6Repetition of Representations

Delivery of an Accession Letter constitutes confirmation by the relevant Subsidiary that the Repeating Representations and each of the representations set out in Clauses 22.6 (Validity and admissibility in evidence) and 22.9 (No filing or stamp taxes) are true and correct in relation to it as at the date of delivery as if made by reference to the facts and circumstances then existing.

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SECTION 10

THE FINANCE PARTIES

29.ROLE OF THE AGENT AND THE INITIAL ARRANGERS

29.1Appointment of the Agent

(a)Each other Finance Party appoints the Agent to act as its agent under and in connection with the Finance Documents.

(b)Each other Finance Party authorises the Agent to exercise the rights, powers, authorities and discretions specifically given to the Agent under or in connection with the Finance Documents together with any other incidental rights, powers, authorities and discretions.

29.2Duties of the Agent

(a)The Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Agent for that Party by any other Party.

(b)Except where a Finance Document specifically provides otherwise, the Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.

(c)If the Agent receives notice from a Party referring to this Agreement, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the Finance Parties.

(d)If the Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Finance Party (other than the Agent or the Initial Arrangers) under this Agreement it shall promptly notify the other Finance Parties.

(e)The Agent’s duties under the Finance Documents are solely mechanical and administrative in nature.

29.3Role of the Initial Arrangers

(a)Except as specifically provided in the Finance Documents, the Initial Arrangers has no obligations of any kind to any other Party under or in connection with any Finance Document.

(b)The Initial Arrangers are not required to provide to any other Finance Party any documents or other information received by them in their capacity as such from the Company or any other member of the Group.

29.4No fiduciary duties

(a)Nothing in this Agreement constitutes the Agent or the Initial Arrangers as a trustee or fiduciary of any other person.

(b)Neither the Agent nor the Initial Arrangers shall be bound to account to any Lender for any sum or the profit element of any sum received by it for its own account.

29.5Business with the Group

The Agent and the Initial Arrangers may accept deposits from, lend money to and generally engage in any kind of banking or other business with any member of the Group.

29.6Rights and discretions of the Agent

(a)The Agent may rely on:

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(i)any representation, notice or document believed by it to be genuine, correct and appropriately authorised ; and

(ii)any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify.

(b)The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that:

(i)no Default has occurred (unless it has actual knowledge of a Default arising under Clause 26.1 (Non-payment));

(ii)any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised; and

(iii)any notice or request made by the Company (other than a Utilisation Request or Selection Notice) is made on behalf of and with the consent and knowledge of all the Obligors.

(c)The Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts.

(d)The Agent may act in relation to the Finance Documents through its personnel and agents.

(e)The Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement.

(f)Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent nor the Initial Arrangers are obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality. In particular, neither the Agent nor any Initial Arranger is obliged to disclose any information which was provided to it solely for its own use.

29.7Majority Lenders’ instructions

(a)Unless a contrary indication appears in a Finance Document, the Agent shall (i) exercise any right, power, authority or discretion vested in it as Agent in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it as Agent) and (ii) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with an instruction of the Majority Lenders.

(b)Unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders will be binding on all the Finance Parties.

(c)The Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders) until it has received such security as it may require for any cost, loss or liability (together with any associated VAT) which it may incur in complying with the instructions.

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(d)In the absence of instructions from the Majority Lenders (or, if appropriate, the Lenders), the Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders.

(e)The Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s consent) in any legal or arbitration proceedings relating to any Finance Document.

29.8Responsibility for documentation

Neither the Agent nor the Initial Arrangers:

(a)is responsible for the adequacy, accuracy and/or completeness of any information (whether oral or written) supplied by the Agent, the Initial Arrangers, an Obligor or any other person given in or in connection with any Finance Document or the Information Memorandum; or

(b)is responsible for the legality, validity, effectiveness, adequacy or enforceability of any Finance Document or any other agreement, arrangement or document entered into, made or executed in anticipation of or in connection with any Finance Document.

29.9Exclusion of liability

(a)Without limiting paragraph (b) below (and without prejudice to the provisions of paragraph (e) of Clause 32.10 (Disruption to Payment Systems etc)), the Agent will not be liable including without limitation for negligence or any other category of liability whatsoever for any action taken by it under or in connection with any Finance Document, unless directly caused by its gross negligence, wilful misconduct or breach of the terms of a Finance Document.

(b)No Party (other than the Agent) may take any proceedings against any officer, employee or agent of the Agent in respect of any claim it might have against the Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Finance Document and any officer, employee or agent of the Agent may rely on this Clause.

(c)The Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Agent if the Agent has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by the Agent for that purpose.

(d)Nothing in this Agreement shall oblige the Agent or the Initial Arrangers to carry out any “know your customer” or other checks in relation to any person on behalf of any Lender and each Lender confirms to the Agent and the Initial Arrangers that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Agent or the Initial Arrangers.

29.10Lenders’ indemnity to the Agent

Each Lender shall (in proportion to its share of the Total Commitments or, if the Total Commitments are then zero, to its share of the Total Commitments immediately prior to their reduction to zero) indemnify the Agent, within three Business Days of demand, against any cost, loss or liability including without limitation for negligence or any other category of liability whatsoever incurred by the Agent (otherwise than by reason of the Agent’s gross negligence or

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wilful misconduct) (or in the case of any cost, loss or liability pursuant to Clause 32.10 (Disruption to Payment Systems etc.) notwithstanding the Agent’s negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) in acting as Agent under the Finance Documents (unless the Agent has been reimbursed by an Obligor pursuant to a Finance Document).

29.11Swingline Lenders’ indemnity to the Swingline Agent

Each Swingline Lender shall (in proportion to its share of the total Swingline Commitments or, if the total Swingline Commitments are then zero, to its share of the total Swingline Commitments immediately prior to their reduction to zero) indemnify the Swingline Agent, within three Business Days of demand, against any cost, loss or liability including without limitation for negligence or any other category of liability whatsoever incurred by the Swingline Agent (otherwise than by reason of the Swingline Agent’s gross negligence or wilful misconduct) (or in the case of any cost, loss or liability pursuant to Clause 32.10 (Disruption to Payment Systems etc.) notwithstanding the Swingline Agent’s negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Swingline Agent) in acting as Swingline Agent under the Finance Documents (unless the Agent has been reimbursed by an Obligor pursuant to a Finance Document).

29.12Resignation of the Agent or the Swingline Agent

(a)Each of the Agent and the Swingline Agent may resign and appoint one of its Affiliates acting through an office in the United Kingdom (in the case of the Agent) or through an office in New York City (in the case of the Swingline Agent) as successor by giving notice to the other Finance Parties and the Company.

(b)Alternatively each of the Agent and the Swingline Agent may resign by giving notice to the other Finance Parties and the Company, in which case the Majority Lenders (following consultation with the Company) may appoint a successor Agent or Swingline Agent (as applicable).

(c)If the Majority Lenders have not appointed a successor Agent or Swingline Agent (as applicable) in accordance with paragraph (b) above within 30 days after notice of resignation was given, the Agent or Swingline Agent (as applicable) (following consultation with the Company) may appoint, as applicable, a successor Agent (acting through an office in the United Kingdom) or successor Swingline Agent (acting through an office in New York City).

(d)The retiring Agent or Swingline Agent shall, at its own cost, make available to the successor Agent or Swingline Agent such documents and records and provide such assistance as the successor Agent or Swingline Agent may reasonably request for the purposes of performing its functions as Agent or Swingline Agent under the Finance Documents.

(e)The Agent’s or Swingline Agent’s resignation notice shall only take effect upon the appointment of a successor.

(f)Upon the appointment of a successor, the retiring Agent or Swingline Agent shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of this Clause 29. Its successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.

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(g)After consultation with the Company, the Majority Lenders may, by notice to the Agent or Swingline Agent, require it to resign in accordance with paragraph (b) above.  In this event, the Agent or Swingline Agent shall resign in accordance with paragraph (b) above.

29.13Confidentiality

(a)In acting as agent for the Finance Parties, the Agent shall be regarded as acting through its agency division which shall be treated as a separate entity from any other of its divisions or departments.

(b)If information is received by another division or department of the Agent, it may be treated as confidential to that division or department and the Agent shall not be deemed to have notice of it.

29.14Relationship with the Lenders

(a)The Agent may treat each Lender as a Lender, entitled to payments under this Agreement and acting through its Facility Office unless it has received not less than five Business Days prior notice from that Lender to the contrary in accordance with the terms of this Agreement.

(b)Each Lender shall supply the Agent with any information required by the Agent in order to calculate the Mandatory Cost in accordance with Schedule 4 (Mandatory Cost formulae).

29.15Credit appraisal by the Lenders

Without affecting the responsibility of any Obligor for information supplied by it or on its behalf in connection with any Finance Document, each Lender confirms to the Agent and the Initial Arrangers that it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising under or in connection with any Finance Document including but not limited to:

(a)the financial condition, status and nature of each member of the Group;

(b)the legality, validity, effectiveness, adequacy or enforceability of any Finance Document and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document;

(c)whether that Lender has recourse, and the nature and extent of that recourse, against any Party or any of its respective assets under or in connection with any Finance Document, the transactions contemplated by the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document; and

(d)the adequacy, accuracy and/or completeness of the Information Memorandum and any other information provided by the Agent, any Party or by any other person under or in connection with any Finance Document, the transactions contemplated by the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document.

29.16Reference Banks

If a Reference Bank (or, if a Reference Bank is not a Lender, the Lender of which it is an Affiliate) ceases to be a Lender, the Agent shall (in consultation with the Company) appoint another Lender or an Affiliate of a Lender to replace that Reference Bank.

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29.17Deduction from amounts payable by the Agent

If any Party owes an amount to the Agent under the Finance Documents the Agent may, after giving notice to that Party, deduct an amount not exceeding that amount from any payment to that Party which the Agent would otherwise be obliged to make under the Finance Documents and apply the amount deducted in or towards satisfaction of the amount owed.  For the purposes of the Finance Documents that Party shall be regarded as having received any amount so deducted.

30.CONDUCT OF BUSINESS BY THE FINANCE PARTIES

No provision of this Agreement will:

(a)interfere with the right of any Finance Party to arrange its affairs (tax or otherwise) in whatever manner it thinks fit;

(b)oblige any Finance Party to investigate or claim any credit, relief, remission or repayment available to it or the extent, order and manner of any claim; or

(c)oblige any Finance Party to disclose any information relating to its affairs (tax or otherwise) or any computations in respect of Tax.

31.SHARING AMONG THE FINANCE PARTIES

31.1Payments to Finance Parties

If a Finance Party (a “Recovering Finance Party”) receives or recovers any amount from an Obligor other than in accordance with Clause 32 (Payment mechanics) and applies that amount to a payment due under the Finance Documents then:

(a)the Recovering Finance Party shall, within three Business Days, notify details of the receipt or recovery to the Agent;

(b)the Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Agent and distributed in accordance with Clause 32 (Payment mechanics), without taking account of any Tax which would be imposed on the Agent in relation to the receipt, recovery or distribution; and

(c)the Recovering Finance Party shall, within three Business Days of demand by the Agent, pay to the Agent an amount (the “Sharing Payment”) equal to such receipt or recovery less any amount which the Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 32.5 (Partial payments).

31.2Redistribution of payments

The Agent shall treat the Sharing Payment as if it had been paid by the relevant Obligor and distribute it between the Finance Parties (other than the Recovering Finance Party) in accordance with Clause 32.5 (Partial payments).

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31.3Recovering Finance Party’s rights

(a)On a distribution by the Agent under Clause 31.2 (Redistribution of payments), the Recovering Finance Party will be subrogated to the rights of the Finance Parties which have shared in the redistribution.

(b)If and to the extent that the Recovering Finance Party is not able to rely on its rights under paragraph (a) above, the relevant Obligor shall be liable to the Recovering Finance Party for a debt equal to the Sharing Payment which is immediately due and payable.

31.4Reversal of redistribution

If any part of the Sharing Payment received or recovered by a Recovering Finance Party becomes repayable and is repaid by that Recovering Finance Party, then:

(a)each Finance Party which has received a share of the relevant Sharing Payment pursuant to Clause 31.2 (Redistribution of payments) shall, upon request of the Agent, pay to the Agent for account of that Recovering Finance Party an amount equal to the appropriate part of its share of the Sharing Payment (together with an amount as is necessary to reimburse that Recovering Finance Party for its proportion of any interest on the Sharing Payment which that Recovering Finance Party is required to pay); and

(b)that Recovering Finance Party’s rights of subrogation in respect of any reimbursement shall be cancelled and the relevant Obligor will be liable to the reimbursing Finance Party for the amount so reimbursed.

31.5Exceptions

(a)This Clause 31 shall not apply to the extent that the Recovering Finance Party would not, after making any payment pursuant to this Clause, have a valid and enforceable claim against the relevant Obligor.

(b)A Recovering Finance Party is not obliged to share with any other Finance Party any amount which the Recovering Finance Party has received or recovered as a result of taking legal or arbitration proceedings, if:

(i)it notified that other Finance Party of the legal or arbitration proceedings; and

(ii)that other Finance Party had an opportunity to participate in those legal or arbitration proceedings but did not do so as soon as reasonably practicable having received notice and did not take separate legal or arbitration proceedings.

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SECTION 11

ADMINISTRATION

32.PAYMENT MECHANICS

32.1Payments to the Agent

(a)On each date on which an Obligor or a Lender is required to make a payment under a Finance Document, that Obligor or Lender shall make the same available to the Agent (unless a contrary indication appears in a Finance Document) for value on the due date at the time and in such funds specified by the Agent as being customary at the time for settlement of transactions in the relevant currency in the place of payment.

(b)Payment shall be made to such account in the principal financial centre of the country of that currency (or, in relation to euro, in the principal financial centre in a Participating Member State or London) with such bank as the Agent specifies.

32.2Distributions by the Agent

Each payment received by the Agent under the Finance Documents for another Party shall, subject to Clause 32.3 (Distributions to an Obligor) and Clause 32.4 (Clawback), be made available by the Agent as soon as practicable after receipt to the Party entitled to receive payment in accordance with this Agreement (in the case of a Lender, for the account of its Facility Office), to such account as that Party may notify to the Agent by not less than five Business Days’ notice with a bank in the principal financial centre of the country of that currency (or, in relation to euro, in the principal financial centre of a Participating Member State or London).

32.3Distributions to an Obligor

The Agent may (with the consent of the Obligor or in accordance with Clause 33 (Set-off)) apply any amount received by it for that Obligor in or towards payment (on the date and in the currency and funds of receipt) of any amount due from that Obligor under the Finance Documents or in or towards purchase of any amount of any currency to be so applied.

32.4Clawback

(a)Where a sum is to be paid to the Agent under the Finance Documents for another Party, the Agent is not obliged to pay that sum to that other Party (or to enter into or perform any related exchange contract) until it has been able to establish to its satisfaction that it has actually received that sum.

(b)Subject to paragraph (c) below, if the Agent pays an amount to another Party and it proves to be the case that the Agent had not actually received that amount, then the Party to whom that amount (or the proceeds of any related exchange contract) was paid by the Agent shall on demand refund the same to the Agent together with interest on that amount from the date of payment to the date of receipt by the Agent, calculated by the Agent to reflect its cost of funds.

(c)In the event that a Canadian Borrower is required to refund any amount paid by the Agent to it as a Facility D Loan pursuant to paragraph (b) above, the cumulative amount of any such refunds together with any other amount paid or that may be required to be paid on account of the principal amount of the Facility D Loan made to that Canadian Borrower prior to the Facility D

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Repayment Date shall not exceed 25 per cent. of the principal amount of the Facility D Loan made to that Canadian Borrower.

32.5Partial payments

(a)If the Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor under the Finance Documents, the Agent shall apply that payment towards the obligations of that Obligor under the Finance Documents in the following order:

(i)first, in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent or the Initial Arrangers under the Finance Documents;

(ii)secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under this Agreement;

(iii)thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and

(iv)fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents.

(b)The Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(ii) to (iv) above.

(c)Paragraphs (a) and (b) above will override any appropriation made by an Obligor.

32.6No set-off by Obligors

All payments to be made by an Obligor under the Finance Documents shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim.

32.7Business Days

(a)Any payment which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).

(b)During any extension of the due date for payment of any principal or Unpaid Sum under this Agreement interest is payable on the principal or Unpaid Sum at the rate payable on the original due date.

32.8Currency of account

(a)Subject to paragraphs (b) to (e) below, the Base Currency is the currency of account and payment for any sum due from an Obligor under any Finance Document.

(b)A repayment of a Loan or Unpaid Sum or a part of a Loan or Unpaid Sum shall be made in the currency in which that Loan or Unpaid Sum is denominated on its due date.

(c)Each payment of interest shall be made in the currency in which the sum in respect of which the interest is payable was denominated when that interest accrued.

(d)Each payment in respect of costs, expenses or Taxes shall be made in the currency in which the costs, expenses or Taxes are incurred.

(e)Any amount expressed to be payable in a currency other than the Base Currency shall be paid in that other currency.

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32.9Change of currency

(a)Unless otherwise prohibited by law, if more than one currency or currency unit are at the same time recognised by the central bank of any country as the lawful currency of that country, then:

(i)any reference in the Finance Documents to, and any obligations arising under the Finance Documents in, the currency of that country shall be translated into, or paid in, the currency or currency unit of that country designated by the Agent (acting reasonably and after consultation with the Company); and

(ii)any translation from one currency or currency unit to another shall be at the official rate of exchange recognised by the central bank for the conversion of that currency or currency unit into the other, rounded up or down by the Agent (acting reasonably and after consultation with the Company).

(b)If a change in any currency of a country occurs, this Agreement will, to the extent the Agent (acting reasonably and after consultation with the Company) specifies to be necessary, be amended to comply with any generally accepted conventions and market practice in the Relevant Interbank Market and otherwise to reflect the change in currency.

32.10Disruption to Payment Systems etc.

If either the Agent determines (in its discretion) that a Disruption Event has occurred or the Agent is notified by the Company that a Disruption Event has occurred:

(a)the Agent may, and shall if requested to do so by the Company, consult with the Company with a view to agreeing with the Company such changes to the operation or administration of the Facilities as the Agent may deem necessary in the circumstances;

(b)the Agent shall not be obliged to consult with the Company in relation to any changes mentioned in paragraph (a) if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;

(c)the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;

(d)any such changes agreed upon by the Agent and the Company shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 38 (Amendments and Waivers);

(e)the Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 32.10; and

(f)the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.

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33.SET-OFF

While an Event of Default is continuing, a Finance Party may whilst an Event of Default is continuing set off any matured obligation due from an Obligor under the Finance Documents (to the extent beneficially owned by that Finance Party) against any matured obligation owed by that Finance Party to that Obligor, regardless of the place of payment, booking branch or currency of either obligation.  If the obligations are in different currencies, the Finance Party may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off. That Finance Party shall promptly notify that Obligor of any such set-off or conversion.

34.NOTICES

34.1Communications in writing

Any communication to be made under or in connection with the Finance Documents shall be made in writing and, unless otherwise stated, may be made by fax or letter.

34.2Addresses

The address and fax number (and the department or officer, if any, for whose attention the communication is to be made) of each Party for any communication or document to be made or delivered under or in connection with the Finance Documents is:

(a)in the case of the Company, that identified with its name below;

(b)in the case of each Lender or any other Original Obligor, that notified in writing to the Agent on or prior to the date on which it becomes a Party; and

(c)in the case of the Agent, that identified with its name below,

or any substitute address, fax number or department or officer as the Party may notify to the Agent (or the Agent may notify to the other Parties, if a change is made by the Agent) by not less than five Business Days’ notice.

34.3Delivery

(a)Any communication or document made or delivered by one person to another under or in connection with the Finance Documents will only be effective:

(i)if by way of fax, when received in legible form; or

(ii)if by way of letter, when it has been left at the relevant address or five Business Days after being deposited in the post postage prepaid in an envelope addressed to it at that address,

and, if a particular department or officer is specified as part of its address details provided under Clause 34.2 (Addresses), if addressed to that department or officer.

(b)Any communication or document to be made or delivered to the Agent will be effective only when actually received by the Agent and then only if it is expressly marked for the attention of the department or officer identified with the Agent’s signature below (or any substitute department or officer as the Agent shall specify for this purpose).

(c)All notices from or to an Obligor shall be sent through the Agent.

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(d)Any communication or document made or delivered to the Company in accordance with this Clause will be deemed to have been made or delivered to each of the Obligors.

(e)Any communication or document made or delivered to an Obligor (other than the Company) shall be copied to the Company at the same time and by the same method.

34.4Notification of address and fax number

Promptly upon receipt of notification of an address and fax number or change of address or fax number pursuant to Clause 34.2 (Addresses) or changing its own address or fax number, the Agent shall notify the other Parties.

34.5Electronic communication

(a)Any communication to be made between the Agent and a Lender under or in connection with the Finance Documents may be made by electronic mail or other electronic means, if the Agent and the relevant Lender:

(i)agree that, unless and until notified to the contrary, this is to be an accepted form of communication;

(ii)notify each other in writing of their electronic mail address and/or any other information required to enable the sending and receipt of information by that means; and

(iii)notify each other of any change to their address or any other such information supplied by them.

(b)Any electronic communication made between the Agent and a Lender will be effective only when actually received in readable form and in the case of any electronic communication made by a Lender to the Agent only if it is addressed in such a manner as the Agent shall specify for this purpose.

34.6English language

(a)Any notice given under or in connection with any Finance Document must be in English.

(b)All other documents provided under or in connection with any Finance Document must be:

(i)in English; or

(ii)if not in English, and if so required by the Agent, accompanied by a certified English translation and, in this case, the English translation will prevail unless the document is a constitutional, statutory or other official document.

35.CALCULATIONS AND CERTIFICATES

35.1Accounts

In any litigation or arbitration proceedings arising out of or in connection with a Finance Document, the entries made in the accounts maintained by a Finance Party are prima facie evidence of the matters to which they relate.

35.2Certificates and Determinations

Any certification or determination by a Finance Party of a rate or amount under any Finance Document shall set out the basis of calculation in reasonable detail and is, in the absence of manifest error, conclusive evidence of the matters to which it relates.

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35.3Day count convention

Any interest, commission or fee accruing under a Finance Document will accrue from day to day and is calculated on the basis of the actual number of days elapsed and a year of 360 days or, in any case where the practice in the Relevant Interbank Market differs, in accordance with that market practice.

36.PARTIAL INVALIDITY

If, at any time, any provision of the Finance Documents is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

37.REMEDIES AND WAIVERS

No failure to exercise, nor any delay in exercising, on the part of any Finance Party, any right or remedy under the Finance Documents shall operate as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy.  The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.

38.AMENDMENTS AND WAIVERS

38.1Required consents

(a)Subject to Clause 38.2 (Exceptions) any term of the Finance Documents may be amended or waived only with the consent of the Majority Lenders and the Company and any such amendment or waiver will be binding on all Parties.

(b)The Agent may effect, on behalf of any Finance Party, any amendment or waiver permitted by this Clause.

38.2Exceptions

(a)An amendment or waiver that has the effect of changing or which relates to:

(i)the definition of “Majority Lenders” in Clause 1.1 (Definitions);

(ii)an extension to the date of payment of any amount under the Finance Documents;

(iii)a reduction in the Margin or a reduction in the amount of any payment of principal, interest, fees or commission payable;

(iv)an increase in or an extension of any Commitment;

(v)a change to the Borrowers or the Company as guarantor other than in accordance with Clause 28 (Changes to the Obligors);

(vi)any provision which expressly requires the consent of all the Lenders; or

(vii)Clause 2.2 (Finance Parties’ rights and obligations), Clause 27 (Changes to the Lenders), Clause 31 (Sharing among the Finance Parties) or this Clause 38,

shall not be made without the prior consent of all the Lenders.

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(b)An amendment or waiver which relates to the rights or obligations of the Agent or the Initial Arrangers may not be effected without the consent of the Agent or the Initial Arrangers.

39.COUNTERPARTS

Each Finance Document may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of the Finance Document.

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SECTION 12

GOVERNING LAW AND ENFORCEMENT

40.GOVERNING LAW

This Agreement is governed by English law.

41.ENFORCEMENT

41.1Jurisdiction

(a)The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute regarding the existence, validity or termination of this Agreement) (a “Dispute”).

(b)The Parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no Party will argue to the contrary.

(c)This Clause 41.1 is for the benefit of the Finance Parties only.  As a result, no Finance Party shall be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction.  To the extent allowed by law, the Finance Parties may take concurrent proceedings in any number of jurisdictions.

41.2Service of process

Without prejudice to any other mode of service allowed under any relevant law, each Obligor (other than an Obligor incorporated in England and Wales):

(a)irrevocably appoints the Company as its agent for service of process in relation to any proceedings before the English courts in connection with any Finance Document; and

(b)agrees that failure by a process agent to notify the relevant Obligor of the process will not invalidate the proceedings concerned.

This Agreement has been entered into on the date stated at the beginning of this Agreement.

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SCHEDULE 1

THE ORIGINAL PARTIES

PART I

THE ORIGINAL OBLIGORS

Name of Original Borrower	Registration number (or equivalent, if any)
RIO TINTO PLC	00719885
RIO TINTO FINANCE PLC	00358901
RIO TINTO CANADA HOLDING INC	680174-9

Name of Original Guarantor	Registration number (or equivalent, if any)
RIO TINTO PLC	00719885
RIO TINTO FINANCE PLC	00358901

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PART II

THE ORIGINAL LENDERS

Name of Original Lender	Facility A Commitment	Facility B Commitment	Facility C Commitment	Facility D Commitment
	(U.S.$)	(U.S.$)	(U.S.$)	(U.S.$)
Credit Suisse	2,456,250,000	1,637,500,000	818,750,000	1,637,500,000
Credit Suisse International	356,250,000	237,500,000	118,750,000	237,500,000
Deutsche Bank AG, London Branch	3,750,000,000	2,500,000,000	1,250,000,000	2,500,000,000
The Royal Bank of Scotland plc	5,625,000,000	3,750,000,000	1,875,000,000	3,750,000,000
Société Générale	2,812,500,000	1,875,000,000	937,500,000	1,875,000,000
Total	15,000,000,000	10,000,000,000	5,000,000,000	10,000,000,000

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PART III

THE ORIGINAL SWINGLINE LENDERS

Name of Original Swingline Lender	Swingline Commitment
	(U.S.$)
Credit Suisse	818,750,000
Credit Suisse International	118,750,000
Deutsche Bank AG, London branch	1,250,000,000
The Royal Bank of Scotland plc	1,875,000,000
Société Générale	937,500,000
Total	5,000,000,000

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SCHEDULE 2

CONDITIONS PRECEDENT

PART I

CONDITIONS PRECEDENT TO INITIAL UTILISATION

1.Original Obligors

(a)A copy of the constitutional documents of each Original Obligor.

(b)A copy of a resolution of (or a committee of) the board of directors of each Original Obligor:

(i)approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute the Finance Documents to which it is a party;

(ii)authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf; and

(iii)authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, any Utilisation Request and Selection Notice) to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party.

(c)A specimen of the signature of each person authorised by the resolution referred to in paragraph (b) above.

(d)A certificate of the Company (signed by an authorised signatory) confirming that borrowing or guaranteeing, as appropriate, the Total Commitments would not cause any borrowing, guaranteeing or similar limit binding on any Original Obligor to be exceeded.

(e)A certificate of the relevant Original Obligor (signed by an authorised signatory) certifying that each copy document relating to it specified in this Part 1 of Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement.

(f)A copy of a resolution signed by all the holders of the issued shares in each Original Guarantor (except the Company), approving the terms of, and the transactions contemplated by, the Finance Documents to which that Original Guarantor is a party

2.Legal opinions

(a)A legal opinion of Clifford Chance, legal advisers to the Initial Arrangers and the Agent in England and Wales, substantially in the form distributed to the Original Lenders prior to signing this Agreement.

(b)A legal opinion of Goodmans LLP, legal advisers to the Initial Arrangers and the Agent in Canada, substantially in the form distributed to the Original Lenders prior to signing this Agreement.

(c)A legal opinion of McCarthy Tétrault LLP / S.E.N.C.R.L., s.r.l., legal advisers to the Company in Canada, substantially in the form distributed to the Original Lenders prior to signing this Agreement.

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3.The Acquisition

A certificate of the Company (signed by an authorised signatory) certifying that:

(a)Bidco has declared the Acquisition wholly unconditional without breaching paragraph (b) of Clause 25.8 (The Acquisition); and

(b)the following have occurred:

(i)(A) the Canadian Commissioner of Competition has issued an advance ruling certificate under Section 102 of the Competition Act (Canada) in respect of the purchase of the Shares by Bidco or (B) the waiting period under Part IX of the Competition Act (Canada) shall have expired or have been waived in accordance with the Competition Act (Canada) and the Canadian Commissioner of Competition shall have advised Bidco in writing (which advice shall not have been rescinded or amended) to the reasonable satisfaction of Bidco acting reasonably that she is of the view that, at that time, grounds do not exist to initiate proceedings before the Competition Tribunal under the merger provisions of the Competition Act (Canada) with respect to the purchase of the Shares by Bidco (or words to that effect);

(ii)the Offer has been approved or deemed approved under the Council Regulation (EC) No 139/2004 on conditions satisfactory to Bidco (and/or all relevant waiting periods have expired or terminated);

(iii)any applicable waiting period under the Hart-Scott Rodino Antitrust Improvements Act of 1976 following notification of the Offer shall have expired or been terminated; and

(iv)the Offer has been cleared by the Australian Competition and Consumer Commission under the Trade Practices Act (Australia) on conditions satisfactory to Bidco.

4.Other documents and evidence

(a)The Original Financial Statements.

(b)A structure chart of the Group as at the date of this Agreement.

(c)If the fees due on or before the first Utilisation Date from the Company under Clause 14 (Fees) have not been paid, evidence that they will be paid in the first Utilisation Date.

(d)The Syndication Letter.

(e)The Australian Parent Guarantee.

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PART II

CONDITIONS PRECEDENT REQUIRED TO BE

DELIVERED BY AN ADDITIONAL OBLIGOR

1.An Accession Letter, duly executed by the Additional Obligor and the Company.

2.A copy of the constitutional documents of the Additional Obligor.

3.A copy of a resolution of (or a committee of) the board of directors of the Additional Obligor:

(a)approving the terms of, and the transactions contemplated by, the Accession Letter and the Finance Documents and resolving that it execute the Accession Letter;

(b)authorising a specified person or persons to execute the Accession Letter on its behalf; and

(c)authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices (including any Utilisation Request or Selection Notice) to be signed and/or despatched by it under or in connection with the Finance Documents.

4.A specimen of the signature of each person authorised by the resolution referred to in paragraph 3 above.

5.In the case of an Additional Guarantor incorporated in England and Wales, or if so required by the Agent, a copy of a resolution signed by all the holders of the issued shares of the Additional Guarantor, approving the terms of, and the transactions contemplated by, the Finance Documents to which the Additional Guarantor is a party.

6.A certificate of the Additional Obligor (signed by an authorised signatory) confirming that borrowing the Total Commitments would not cause any borrowing or similar limit binding on it to be exceeded.

7.A certificate of an authorised signatory of the Additional Obligor certifying that each copy document listed in this Part II of Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the date of the Accession Letter.

8.A legal opinion of the legal advisers to the Initial Arrangers and the Agent in England and Wales in relation to the Accession Letter and the obligations of the Additional Obligor under the Facility Agreement.

9.If the Additional Borrower is incorporated in a jurisdiction other than England and Wales, a legal opinion of the legal advisers to the Initial Arrangers and the Agent in the jurisdiction in which the Additional Obligor is incorporated.

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SCHEDULE 3
REQUESTS

PART I

UTILISATION REQUEST

From:      [Name of relevant Borrower]

To:          [Agent]

Dated:

Dear Sirs

Rio Tinto plc - U.S.$40,000,000,000 Facility Agreement
dated 12 July 2007 (the “Agreement”)

1.We refer to the Agreement. This is a Utilisation Request. Terms defined in the Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request.

2.We wish to borrow a Loan on the following terms:

Proposed Utilisation Date:	[                   ] or, if that is not a Business Day, the next Business Day)
Facility to be utilised:	[Facility A]/[Facility B]*/[Facility C]/[Facility D]
Currency of Loan:	[                   ]
Amount:	[                   ] or, if less, the Available Facility
Interest Period:	[                   ]

3.We confirm that each condition specified in Clause 4.2 (Further conditions precedent) is satisfied on the date of this Utilisation Request.

4.The proceeds of this Loan should be credited to [account].

5.This Utilisation Request is irrevocable.

Yours faithfully

authorised signatory for

[name of relevant Borrower]

*      Delete as appropriate

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PART II

SELECTION NOTICE

APPLICABLE TO A TERM LOAN

From:      [Name of relevant Borrower]

To:          [Agent]

Dated:

Dear Sirs

Rio Tinto plc - U.S.$40,000,000,000 Facility Agreement
dated 12 July 2007 (the “Agreement”)

1.We refer to the Agreement. This is a Selection Notice. Terms defined in the Agreement have the same meaning in this Selection Notice unless given a different meaning in this Selection Notice.

2.We refer to the following Facility A Loan/ Facility D Loan in [identify currency] with an Interest Period ending on [                   ].*

3.We request that the above Facility A Loan/Facility D Loan be divided into [                   ] Facility A Loans/ Facility D Loans with the following Base Currency Amounts and Interest Periods:**

or

We request that the next Interest Period for the above Facility A Loan[s]/ Facility D Loan[s] is [                   ].***

4.We request that the above Facility A Loan[s]/Facility D Loan[s] [is][are] [denominated in the same currency for the next Interest Period]/[denominated in the following currencies: [                   ]].  As this results in a change of currency we confirm that each condition specified in Clause 4.2 (Further conditions precedent) is satisfied on the date of this Selection Notice.  The proceeds of any change in currency should be credited to [account].

5.This Selection Notice is irrevocable.

Yours faithfully

authorised signatory for

the Company on behalf of
[Name of relevant Borrower]

*Insert details of allFacility A or D Loans in the same currency which have an Interest Period ending on the same date.

**Use this option if division of Loans is requested [not available for Facility D Loans to Canadian Borrowers].

***Use this option if sub-division is not required.

****Change of currency is not available for Facility D Loans

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PART III

UTILISATION REQUEST

SWINGLINE LOAN

From:      [Name of relevant Borrower]

To:          [Agent]

Dated:

Dear Sirs

Rio Tinto plc - U.S.$ 40,000,000,000 Facility Agreement
dated 12 July 2007 (the “Agreement”)

1.We wish to borrow a Swingline Loan on the following terms:

Proposed Utilisation Date:	[                   ] (or, if that is not a New York Business Day, the next New York Business Day)
Facility to be utilised:	Swingline Facility
Amount:	U.S.$[                   ] or, if less, the Available Swingline Facility
Interest Period:	[                   ]

2.We confirm that each condition specified in Clause 6.4(b) (Swingline Lenders’ participation) is satisfied on the date of this Utilisation Request.

3.The proceeds of this Swingline Loan should be credited to [account].

4.This Utilisation Request is irrevocable.

Yours faithfully

authorised signatory for

[the Company on behalf of]
[Name of relevant Borrower]

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SCHEDULE 4

MANDATORY COST FORMULAE

1.The Mandatory Cost is an addition to the interest rate to compensate Lenders for the cost of compliance with (a) the requirements of the Bank of England and/or the Financial Services Authority (or, in either case, any other authority which replaces all or any of its functions) or (b) the requirements of the European Central Bank.

2.On the first day of each Interest Period (or as soon as possible thereafter) the Agent shall calculate, as a percentage rate, a rate (the “Additional Cost Rate”) for each Lender, in accordance with the paragraphs set out below.  The Mandatory Cost will be calculated by the Agent as a weighted average of the Lenders’ Additional Cost Rates (weighted in proportion to the percentage participation of each Lender in the relevant Loan) and will be expressed as a percentage rate per annum.

3.The Additional Cost Rate for any Lender lending from a Facility Office in a Participating Member State will be the percentage notified by that Lender to the Agent. This percentage will be certified by that Lender in its notice to the Agent to be its reasonable determination of the cost (expressed as a percentage of that Lender’s participation in all Loans made from that Facility Office) of complying with the minimum reserve requirements of the European Central Bank in respect of loans made from that Facility Office.

4.The Additional Cost Rate for any Lender lending from a Facility Office in the United Kingdom will be calculated by the Agent as follows:

(a)in relation to a sterling Loan:

 per cent. per annum

(b)in relation to a Loan in any currency other than sterling:

 per cent. per annum.

Where:

A               is the percentage of Eligible Liabilities (assuming these to be in excess of any stated minimum) which that Lender is from time to time required to maintain as an interest free cash ratio deposit with the Bank of England to comply with cash ratio requirements.

B               is the percentage rate of interest (excluding the Margin and the Mandatory Cost and, if the Loan is an Unpaid Sum, the additional rate of interest specified in paragraph (a) of Clause 11.3 (Default interest)) payable for the relevant Interest Period on the Loan.

C               is the percentage (if any) of Eligible Liabilities which that Lender is required from time to time to maintain as interest bearing Special Deposits with the Bank of England.

D               is the percentage rate per annum payable by the Bank of England to the Agent on interest bearing Special Deposits.

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E                is designed to compensate Lenders for amounts payable under the Fees Rules and is calculated by the Agent as being the average of the most recent rates of charge supplied by the Reference Banks to the Agent pursuant to paragraph 7 below and expressed in pounds per £1,000,000.

5.For the purposes of this Schedule:

(a)“Eligible Liabilities” and “Special Deposits” have the meanings given to them from time to time under or pursuant to the Bank of England Act 1998 or (as may be appropriate) by the Bank of England;

(b)“Fees Rules” means the rules on periodic fees contained in the FSA Supervision Manual or such other law or regulation as may be in force from time to time in respect of the payment of fees for the acceptance of deposits;

(c)“Fee Tariffs” means the fee tariffs specified in the Fees Rules under the activity group A.1 Deposit acceptors (ignoring any minimum fee or zero rated fee required pursuant to the Fees Rules but taking into account any applicable discount rate); and

(d)“Tariff Base” has the meaning given to it in, and will be calculated in accordance with, the Fees Rules.

6.In application of the above formulae, A, B, C and D will be included in the formulae as percentages (i.e. 5 per cent will be included in the formula as 5 and not as 0.05).  A negative result obtained by subtracting D from B shall be taken as zero.  The resulting figures shall be rounded to four decimal places.

7.If requested by the Agent, each Reference Bank shall, as soon as practicable after publication by the Financial Services Authority, supply to the Agent, the rate of charge payable by that Reference Bank to the Financial Services Authority pursuant to the Fees Rules in respect of the relevant financial year of the Financial Services Authority (calculated for this purpose by that Reference Bank as being the average of the Fee Tariffs applicable to that Reference Bank for that financial year) and expressed in pounds per £1,000,000 of the Tariff Base of that Reference Bank.

8.Each Lender shall supply any information required by the Agent for the purpose of calculating its Additional Cost Rate.  In particular, but without limitation, each Lender shall supply the following information on or prior to the date on which it becomes a Lender:

(a)the jurisdiction of its Facility Office; and

(b)any other information that the Agent may reasonably require for such purpose.

Each Lender shall promptly notify the Agent of any change to the information provided by it pursuant to this paragraph.

9.The percentages of each Lender for the purpose of A and C above and the rates of charge of each Reference Bank for the purpose of E above shall be determined by the Agent based upon the information supplied to it pursuant to paragraphs 7 and 8 above and on the assumption that, unless a Lender notifies the Agent to the contrary, each Lender’s obligations in relation to cash

111

ratio deposits and Special Deposits are the same as those of a typical bank from its jurisdiction of incorporation with a Facility Office in the same jurisdiction as its Facility Office.

10.The Agent shall have no liability to any person if such determination results in an Additional Cost Rate which over or under compensates any Lender and shall be entitled to assume that the information provided by any Lender or Reference Bank pursuant to paragraphs 3, 7 and 8 above is true and correct in all respects.

11.The Agent shall distribute the additional amounts received as a result of the Mandatory Cost to the Lenders on the basis of the Additional Cost Rate for each Lender based on the information provided by each Lender and each Reference Bank pursuant to paragraphs 3, 7 and 8 above.

12.Any determination by the Agent pursuant to this Schedule in relation to a formula, the Mandatory Cost, an Additional Cost Rate or any amount payable to a Lender shall, in the absence of manifest error, be conclusive and binding on all Parties.

13.The Agent may from time to time, after consultation with the Company and the Lenders, determine and notify to all Parties any amendments which are required to be made to this Schedule in order to comply with any change in law, regulation or any requirements from time to time imposed by the Bank of England, the Financial Services Authority or the European Central Bank (or, in any case, any other authority which replaces all or any of its functions) and any such determination shall, in the absence of manifest error, be conclusive and binding on all Parties.

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SCHEDULE 5

RESERVATIONS

(1)The validity, performance and enforcement of the Finance Documents may be limited by bankruptcy, insolvency, liquidation, moratorium, reorganisation or similar laws affecting creditors’ rights generally.

(2)Remedies such as specific performance or the issue of any injunction are available only at the discretion of the court. Specific performance is not usually granted, and an injunction is not usually issued, where damages would be an adequate alternative.

(3)English courts are now prepared to render judgments for a monetary amount in foreign currencies but the judgment may be converted into sterling for enforcement purposes. Foreign currency amounts claimed in an English liquidation must be converted into sterling at the rate prevailing at the commencement of the liquidation.

(4)The Finance Documents provide for interest to be paid on overdue amounts. Such interest may amount, at least in part, to a penalty under English law and, to that extent, may therefore not be recoverable.

(5)           An English court may stay proceedings if concurrent proceedings are being brought elsewhere.

(6)There could be circumstances in which an English court would not treat as conclusive those certificates and determinations which the Finance Documents state are to be so treated.

(7)Clause 36 (Partial invalidity) of this Agreement may not be effective in certain circumstances depending on the nature of the prohibition or unenforceability in question.

(8)The Finance Documents may be amended orally by the parties thereto notwithstanding provisions therein to the contrary.

(9)Claims may become barred under the Limitation Act 1980 or may be or become subject to set-off or counterclaim.

(10)Where obligations are to be performed in a jurisdiction outside England, they may not be enforceable in England to the extent that performance would be illegal under the laws of that jurisdiction.

(11)An English court may refuse to give effect to Clause 20.3 (Enforcement Costs) of this Agreement in respect of the costs of unsuccessful litigation brought before an English court or where the court has itself made an order for costs.

(12)An agreement to negotiate is unenforceable, but this does not affect the enforceability of those provisions of the Finance Documents as to the consequences of any failure to negotiate or agree on the relevant matter.

(13)Where a party to a Finance Document is vested with a discretion or may determine a matter in its opinion, a term may be implied in English law that such discretion should be exercised in good faith and/or reasonably or that such opinion is held in good faith and/or is based upon reasonable grounds.

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(14)If any provision of a Finance Document is held to be illegal, invalid or unenforceable, the severance of such provision from the remainder of the Finance Documents will be subject to the discretion of the English courts.

(15)The enforcement in England of the Finance Documents will be subject to English rules of civil procedure.

(16)Any provision of a Finance Document which constitutes or purports to constitute a restriction on the exercise of any statutory power may be ineffective.

(17)Any contractual provision which is held to contravene public policy in any jurisdiction may be unenforceable in that jurisdiction.

(18)The enforceability in jurisdictions outside England of a judgment of an English court may be subject to limitations. In the case of a judgment of a superior court or certain specified inferior courts of England being enforced in Australia, these limitations are set out in the Foreign Judgments Act 1991 of the Commonwealth of Australia and include circumstances where a judgment is in respect of taxes, fines or penalties, involves insufficient notice to the judgment debtor or is obtained by fraud. In the case of a judgment being enforced in Canada, these limitations include any applicable limitation period or circumstances where the judgment is under appeal or there is another subsisting judgment in any jurisdiction relating to the same cause of action, circumstances where the judgment is in respect of taxes, fines or penalties or is obtained by fraud, is contrary to public policy or is void of voidable under English law.

(19)Certain jurisdictions outside England apply rules before recognising the currency of judgment of a foreign court. For example, in Australia, unless the judgment creditor requests that the judgment be registered in a foreign currency, Australian courts will register the judgment in Australian dollars on the basis of the rate of exchange prevailing on the second business day before the day of the application for registration.  In Canada, courts are precluded from giving a judgment in any currency other than the lawful money of Canada.

(20)Any other general principles of law which are specifically referred to in any legal opinion delivered pursuant to Clause 4 (Conditions of Utilisation) or Clause 28 (Changes to the Obligors).

(21)A Canadian Obligor is required to make deductions for or on account of Tax from amounts paid or credited to Lenders as or on account of interest, in lieu of interest, or amounts deemed to be interest for purposes of Part XIII of the Canadian Tax Act, each in respect of a Facility D Loan, except for any Lender with whom such Canadian Obligor deals at arm’s length for the purposes of the Canadian Tax Act.

A Canadian Obligor is required to make deductions for or on account of Tax from amounts paid or credited to Lenders as or on account of interest, in lieu of interest, or amounts deemed to be interest for purposes of Part XIII of the Canadian Tax Act, each in respect of a Facility A Loan, Facility B Loan, Facility C Loan, or Swingline Loan.

A Canadian Obligor is required to make deductions for or on account of Tax from payments of Fees described in Clause 14 either (i) where such Fees are deemed to be interest for purposes

114

of Part XIII of the Canadian Tax Act and are not solely in respect of a Facility D Loan or (ii) are in respect of services.

115

SCHEDULE 6

FORM OF TRANSFER CERTIFICATE AND ASSIGNMENT AGREEMENT

PART I

FORM OF TRANSFER CERTIFICATE

To:          [                   ] as Agent

From:      [                   ] (the “Existing Lender”) and [                   ] (the “New Lender”)

Dated:

Rio Tinto plc - U.S.$40,000,000,000 Facility Agreement
dated 12 July 2007 (the “Agreement”)

1.We refer to the Agreement. This is a Transfer Certificate. Terms defined in the Agreement have the same meaning in this Transfer Certificate unless given a different meaning in this Transfer Certificate.

2.We refer to Clause 27.5 (Procedure for transfer):*

(a)The Existing Lender and the New Lender agree to the Existing Lender transferring to the New Lender by novation all or part of the Existing Lender’s Commitment, rights and obligations referred to in the Schedule in accordance with Clause 27.5 (Procedure for transfer).

(b)The proposed Transfer Date is [                   ].

(c)The Facility Office and address, fax number and attention details for notices of the New Lender for the purposes of Clause 34.2 (Addresses) are set out in the Schedule.

3.The New Lender expressly acknowledges the limitations on the Existing Lender’s obligations set out in paragraph (c) of Clause 27.4 (Limitation of responsibility of Existing Lenders).

4.The New Lender [confirms that it is [a Qualifying Lender (other than a Treaty Lender)] [a Treaty Lender] [not a Qualifying Lender]]/[hereby gives a Tax Confirmation] [delete as applicable - each New Lender is required to confirm which of these four categories it falls within.]

5.[The New Lender confirms that it is [a company, corporation or other body corporate] [a partnership, limited partnership or a US limited liability company] [an entity not falling in the previous two categories] [delete as applicable], that it is resident for tax purposes in [•] and the address of its head office is [•]] [This paragraph to be included where the New Lender is a Treaty Lender]

6.This Transfer Certificate may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Transfer Certificate.

7.This Transfer Certificate is governed by English law.

*      Transfer Certificates not to be used for a transfer of any rights and obligations under Facility D following the first Utilisation Date under any Facility

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THE SCHEDULE

COMMITMENT/RIGHTS AND OBLIGATIONS TO BE TRANSFERRED

[insert relevant details]

[Facility Office address, fax number and attention details for notices and account details for payments.]

[Existing Lender]	[New Lender ]
By:	By:

This Transfer Certificate is accepted by the Agent and the Transfer Date is confirmed as [                   ].

[Agent]

By:

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PART II

FORM OF ASSIGNMENT AGREEMENT

To:          [                   ] as Facility Agent

From:      [                   ] (the “Existing Lender”) and [                   ] (the “New Lender”)

Dated:

Rio Tinto plc – U.S.$40,000,000,000 Facility Agreement
dated 12 (the “Agreement”)

1.We refer to the Agreement. This is an Assignment Agreement. Terms defined in the Agreement have the same meaning in this Assignment Agreement unless given a different meaning in Clause 27.6 (Procedure for assignment):

(a)The Existing Lender assigns absolutely to the New Lender all the rights of the Existing Lender under the Facilities Agreement and the other Finance Documents which correspond to that portion of the Existing Lender’s Commitments and participations in Utilisations under the Facility Agreement as specified in the Schedule.

(b)The New Lender confirms to the Agent that it will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender.

(c)The New Lender becomes a Party as a Lender and is bound by obligations equivalent to those from which the Existing Lender is released under paragraph (b) above.

(d)             The proposed Transfer Date is [                   ].

(e)The Facility Office and address, fax number and attention details for notices of the New Lender for the purposes of Clause 34.2 (Addresses) are set out in the Schedule.

2.The New Lender expressly acknowledges the limitations of the Existing Lender’s obligations set out in paragraph (c) of Clause 27.4 (Limitation of responsibility of Existing Lenders).

3.This Assignment Agreement may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Transfer Certificate.

4.The New Lender [confirms that it is [a Qualifying Lender (other than a Treaty Lender)] [a Treaty Lender] [not a Qualifying Lender]]/[hereby gives a Tax Confirmation] [delete as applicable - each New Lender is required to confirm which of these four categories it falls within.]

5.[The New Lender confirms that it is [a company, corporation or other body corporate] [a partnership, limited partnership or a US limited liability company] [an entity not falling in the previous two categories] [delete as applicable], that it is resident for tax purposes in [•] and the address of its head office is [•]] [This paragraph to be included where the New Lender is a Treaty Lender]

6.This Assignment Agreement is governed by English law.

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THE SCHEDULE

Commitment/rights and obligations to be assigned

[insert relevant details]

[Facility Office address, fax number and attention details for notices and account details for payments.]

[Existing Lender]	[New Lender ]
By:	By:

This Assignment Agreement is accepted by the Facility Agent and the Transfer Date is confirmed as [                   ].

Signature of this Assignment Agreement by the Facility Agent constitutes confirmation by the Facility Agent of receipt of notice of the assignment referred to herein, which notice the Facility Agent receives on behalf of each Finance Party.

[Agent]

By:

119

SCHEDULE 7

FORM OF ACCESSION LETTER

To:          [                   ] as Agent

From:      [Subsidiary] and Rio Tinto plc

Dated:

Dear Sirs

Rio Tinto plc - U.S.$40,000,000,000 Facility Agreement
dated 12 July 2007 (the “Agreement”)

1.We refer to the Agreement. This is an Accession Letter. Terms defined in the Agreement have the same meaning in this Accession Letter unless given a different meaning in this Accession Letter.

2.[Subsidiary] agrees to become an Additional [Borrower]/[Guarantor] and to be bound by the terms of the Agreement as an Additional [Borrower]/[Guarantor] pursuant to Clause [28.2 (Additional Borrowers)]/ [28.3 (Additional Guarantors)] of the Agreement. [Subsidiary] is a company duly incorporated under the laws of [name of relevant jurisdiction].

3.[Subsidiary’s] administrative details are as follows:

Address:

Fax No:

Attention:

4.This Accession Letter is governed by English law.

Rio Tinto plc	[Subsidiary]
By:	By:

120

SCHEDULE 8

FORM OF RESIGNATION LETTER

To:          [                   ] as Agent

From:      [resigning Borrower] and Rio Tinto plc

Dated:

Dear Sirs

Rio Tinto plc - U.S.$40,000,000,000 Facility Agreement
dated 12 July 2007 (the “Agreement”)

1.We refer to the Agreement. This is a Resignation Letter. Terms defined in the Agreement have the same meaning in this Resignation Letter unless given a different meaning in this Resignation Letter.

2.Pursuant to Clause [28.4 (Resignation of a Borrower)]/ [28.5 (Resignation of a Guarantor)], we request that resigning [Borrower]/[Guarantor] be released from its obligations as a [Borrower]/[Guarantor] under the Agreement.

3.We confirm that:

(a)no Default is continuing or would result from the acceptance of this request; and [                   ].

4.This Resignation Letter is governed by English law.

Rio Tinto plc	[Subsidiary]
By:	By:

121

SCHEDULE 9

TIMETABLES

PART I

LOANS

“D - ” refers to the number of Business Days before the relevant Utilisation Date/the first day of the relevant Interest Period.

Delivery of a duly completed Utilisation Request (Clause 5.1 (Delivery of a Utilisation Request)) or a Selection Notice (Clause 12.1 (Selection of Interest Periods))	D - 3 10:00 a.m.
Agent determines (in relation to a Utilisation) the Base Currency Amount of the Loan, if required under Clause 5.4 (Lenders’ participation) and notifies the Lenders of the Loan in accordance with Clause 5.4 (Lenders’ participation)	D - 3 11:00 a.m.
Agent determines amount of the Facility A Loan or Facility D Loan in Optional Currency in accordance with Clause 8.3 (Change of currency of Term Loans)	D - 3 11:00 a.m.
Agent determines amount of the Facility A Loan or Facility D Loan in Optional Currency in accordance with Clause 8.5(a) (Optional Currency during successive Interest Periods)	D - 3 11:00 a.m.
LIBOR is fixed	Quotation Day as of 11:00 a.m.
Agent receives a notification from a Lender under Clause 8.2 (Unavailability of a currency)	Quotation Day 3:00 p.m.
Agent gives notice in accordance with Clause 8.2 (Unavailability of a currency)	Quotation Day 5:00 p.m.

122

PART II

SWINGLINE LOANS

Delivery of a duly completed Utilisation Request (Clause 6.2 (Delivery of a Utilisation Request for Swingline Loans))	11:00 a.m. (New York time)
Agent determines prime commercial lending rate in U.S. Dollars/Federal Funds Rate under Clause 7.5 (Interest)	as of 11:00 a.m. (New York time)

123

SCHEDULE 10

FORM OF COMPLIANCE CERTIFICATE

To:[                   ] as Agent

From:[Company]

Dated:

Dear Sirs

Rio Tinto PLC –$40,000,000,000 Facility Agreement
dated 12 July 2007 (the “Agreement”)

1.We refer to the Agreement.  This is a Compliance Certificate. Terms defined in the Agreement have the same meaning when used in this Compliance Certificate unless given a different meaning in this Compliance Certificate.

2.We confirm that Net Borrowings on [Relevant Date] to EBITDA for the Relevant Period ending on [Relevant Date] amounted to [                   ].

3.[We confirm that no Event of Default is continuing.]*

Signed:

Authorised Signatory

of Rio Tinto plc

*      If this statement cannot be made, the certificate should identify any Event of Default that is continuing and the steps, if any, being taken to remedy it.

124

SCHEDULE 11

FORM OF CONFIDENTIALITY UNDERTAKING

To:

Re:          Rio Tinto PLC – $40,000,000,000 Facility Agreement dated 12 July 2007 (the “Agreement”)

Dear Sirs

We understand that you are considering acquiring an interest in the Agreement (the “Acquisition”).  In consideration of us agreeing to make available to you certain information, by your signature of a copy of this letter you agree as follows:

1.             CONFIDENTIALITY UNDERTAKING

You undertake (a) to keep the Confidential Information confidential and not to disclose it to anyone except as provided for by paragraph 2 below and to ensure that the Confidential Information is protected with security measures and a degree of care that would apply to your own confidential information, (b) to use the Confidential Information only for the Permitted Purpose, and (c) to use all reasonable endeavours to ensure that any person to whom you pass any Confidential Information (unless disclosed under paragraph 2 (d) below) acknowledges and complies with the provisions of this letter as if that person were also a party to it.

2.             PERMITTED DISCLOSURE

We agree that you may disclose Confidential Information:

(a)           to members of the Purchaser Group and their officers, directors, employees and professional advisers to the extent necessary for the Permitted Purpose and to any auditors of members of the Purchaser Group;

(b)           subject to the requirements of the Agreement, in accordance with the Permitted Purpose so long as any prospective purchaser has delivered a letter to you in equivalent form to this letter;

(c)           subject to the requirements of the Agreement, to any person to (or through) whom you assign or transfer (or may potentially assign or transfer) all or any of the rights, benefits and obligations which you may acquire under the Agreement or with (or through) whom you enter into (or may potentially enter into) any sub-participation in relation to, or any other transaction under which payments are to be made by reference to, the Agreement or the Borrower or any member of the Group in each case so long as that person has delivered a letter to you in equivalent form to this letter; and

(d)           (i) where requested or required by any court of competent jurisdiction or any competent judicial, governmental, supervisory or regulatory body, (ii) where required by the rules of any stock exchange on which the shares or other securities of any member of the Purchaser Group are listed or

125

(iii) where required by the laws or regulations of any country with jurisdiction over the affairs of any member of the Purchaser Group.

3.             NOTIFICATION OF REQUIRED OR UNAUTHORISED DISCLOSURE

You agree (to the extent permitted by law and except where disclosure is to be made to any competent supervisory or regulatory body during the ordinary course of its supervisory or regulatory function over you) to inform us of the full circumstances of any disclosure under paragraph 2(d) or upon becoming aware that Confidential Information has been disclosed in breach of this letter.

4.             RETURN OF COPIES

If we so request in writing, you shall return all Confidential Information supplied to you by us and destroy or permanently erase (to the extent technically practicable) all copies of Confidential Information made by you and use all reasonable endeavours to ensure that anyone to whom you have supplied any Confidential Information destroys or permanently erases (to the extent technically practicable) such Confidential Information and any copies made by them, in each case save to the extent that you or the recipients are required to retain any such Confidential Information by any applicable law, rule or regulation or by any competent judicial, governmental, supervisory or regulatory body or in accordance with internal policy, or where the Confidential Information has been disclosed under paragraph 2(d) above.

5.             CONTINUING OBLIGATIONS

The obligations in this letter are continuing and, in particular, shall survive the termination of any discussions or negotiations between you and us.  Notwithstanding the previous sentence, the obligations in this letter shall cease on the earlier of (a) the date you become a party to or otherwise acquire (by assignment, sub-participation or otherwise) an interest, direct or indirect, in the Agreement and (b) twelve months from the date of this letter.

6.             NO REPRESENTATION; CONSEQUENCES OF BREACH, ETC

You acknowledge and agree that:

(a)           neither we nor any member of the Group nor any of our or their respective officers, employees or advisers (each a “Relevant Person”) (i) make any representation or warranty, express or implied, as to, or assume any responsibility for, the accuracy, reliability or completeness of any of the Confidential Information or any other information supplied by us or the assumptions on which it is based or (ii) shall be under any obligation to update or correct any inaccuracy in the Confidential Information or any other information supplied by us or be otherwise liable to you or any other person in respect to the Confidential Information or any such information; and

(b)           we or members of the Group may be irreparably harmed by the breach of the terms hereof and damages may not be an adequate remedy; each Relevant Person may be granted an injunction or specific performance for any threatened or actual breach of the provisions of this letter by you.

7.             NO WAIVER; AMENDMENTS, ETC

This letter sets out the full extent of your obligations of confidentiality owed to us in relation to the information the subject of this letter.  No failure or delay in exercising any right, power or privilege hereunder will operate as a waiver thereof nor will any single or partial exercise of any right, power or

126

privilege preclude any further exercise thereof or the exercise of any other right, power or privileges hereunder.  The terms of this letter and your obligations hereunder may only be amended or modified by written agreement between us.

8.             INSIDE INFORMATION

You acknowledge that some or all of the Confidential Information is or may be price-sensitive information and that the use of such information may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and you undertake not to use any Confidential Information for any unlawful purpose.

9.             NATURE OF UNDERTAKINGS

The undertakings given by you under this letter are given to us and (without implying any fiduciary obligations on our part) are also given for the benefit of [our principal,] the Borrower and each other member of the Group.

10.          THIRD PARTY RIGHTS

(a)           Subject to this paragraph 10 and to paragraphs 6 and 9, a person who is not a party to this letter has no right under the Contracts (Rights of Third Parties) Act 1999 (the “Third Parties Act”) to enforce or to enjoy the benefit of any term of this letter.

(b)           The Relevant Persons may enjoy the benefit of the terms of paragraphs 6 and 9 subject to and in accordance with this paragraph 10 and the provisions of the Third Parties Act.

(c)           The parties to this letter do not require the consent of the Relevant Persons to rescind or vary this letter at any time.

11.          GOVERNING LAW AND JURISDICTION

(a)           This letter (including the agreement constituted by your acknowledgement of its terms) is governed by English law.

(b)           The parties submit to the non-exclusive jurisdiction of the English courts.

12.          DEFINITIONS

In this letter (including the acknowledgement set out below) terms defined in the Agreement shall, unless the context otherwise requires, have the same meaning and:

“Confidential Information” means any information relating to the Borrower, the Group, the Agreement and/or the Acquisition provided to you by us or any of our affiliates or advisers, in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes information that (a) is or becomes public knowledge other than as a direct or indirect result of any breach of this letter or (b) is known by you before the date the information is disclosed to you by us or any of our affiliates or advisers or is lawfully obtained by you thereafter, other than from a source which is connected with the Group and which, in either case, as far as you are aware, has not been obtained in violation of, and is not otherwise subject to, any obligation of confidentiality.

“Group” means the Borrower and each of its holding companies and subsidiaries and each subsidiary of each of its holding companies (as each such term is defined in the Companies Act 1985).

127

“Permitted Purpose” means [subject to the terms of this letter, passing on information to a prospective purchaser for the purpose of] considering and evaluating whether to enter into the Acquisition.

“Purchaser Group” means you, each of your holding companies and subsidiaries and each subsidiary of each of your holding companies (as each such term is defined in the Companies Act 1985).

Please acknowledge your agreement to the above by signing and returning the enclosed copy.

Yours faithfully

For and on behalf of
[Seller]
To:	[Seller]
The Borrower and each other member of the Group
We acknowledge and agree to the above:
For and on behalf of
[Potential Purchaser]

128

SIGNATURES

The Company

RIO TINTO PLC

Address:	Rio Tinto plc,
	6 ST James’s Square,
	London
	SW1Y 4LD

By:	/s/ Anette V Lawless
	Anette V Lawless

The Original Borrowers

RIO TINTO PLC

By:	/s/ Anette V Lawless
	Anette V Lawless

RIO TINTO CANADA HOLDING INC

By:	/s/ Ian Ratnage
	Ian Ratnage

The Original Guarantors

RIO TINTO FINANCE PLC

By:	/s/ Anette V Lawless
	Anette V Lawless

The Initial Arrangers

CREDIT SUISSE

By:	/s/ Thomas Muoio
	Thomas Muoio

By:	/s/ Garrett Lynskey
	Garrett Lynskey

129

DEUTSCHE BANK AG, LONDON BRANCH

By:	/s/ Michael Starmer-Smith
	Michael Starmer-Smith

By:	/s/ Goetz Laue
	Goetz Laue

THE ROYAL BANK OF SCOTLAND plc

By:	/s/ Dale Williams
	Dale Williams

By:	/s/ Philippa Crawford
	Philippa Crawford

SOCIÉTÉ GÉNÉRALE

By:	/s/ Stuart Fidler
	Stuart Fidler

The Lenders

CREDIT SUISSE

By:	/s/ Thomas Muoio
	Thomas Muoio

By:	/s/ Garrett Lynskey
	Garrett Lynskey

CREDIT SUISSE INTERNATIONAL

By:	/s/ Thomas Muoio
	Thomas Muoio

By:	/s/ Garrett Lynskey
	Garrett Lynskey

DEUTSCHE BANK AG, LONDON BRANCH

By:	/s/ Michael Starmer-Smith
	Michael Starmer-Smith

By:	/s/ Goetz Laue
	Goetz Laue

130

THE ROYAL BANK OF SCOTLAND plc

By:	/s/ Dale Williams
	Dale Williams

By:	/s/ Philippa Crawford
	Philippa Crawford

SOCIÉTÉ GÉNÉRALE

By:	/s/ Stuart Fidler
	Stuart Fidler

The Agent

THE ROYAL BANK OF SCOTLAND plc

Address: 135 Bishopsgate
London
EC2M 3UR

By:	/s/ Dale Williams
	Dale Williams

By:	/s/ Philippa Crawford
	Philippa Crawford

131

EX-99.(D)(1)

Exhibit 99.(d)(1)

SUPPORT AGREEMENT

between

RIO TINTO PLC

- and -

RIO TINTO CANADA HOLDING INC.

- and -

ALCAN INC.

July 12, 2007

TABLE OF CONTENTS

ARTICLE 1
INTERPRETATION
1.1		Definitions		2
1.2		Construction and Interpretation		12
1.3		Currency		13
1.4		Schedules		13
ARTICLE 2
THE OFFER
2.1	The Offer		13
2.2	Fairness Opinion and Alcan Support for the Offer		17
2.3	Outstanding Stock Options		18
2.4	Other Agreements		19
2.5	LTIP Entitlements		20
2.6	Shareholder Rights Plan		20
2.7	Alcan Preferred Shares		21
2.8	Cancellation of all other Common Share Entitlements		21
2.9	Cancellation or Divestiture of Certain Common Shares		21
2.10	Directors of Alcan		21
2.11	Subsequent Acquisition Transaction		21
2.12	Offeror Compliance		22
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF RIO TINTO AND OFFEROR
ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF ALCAN
4.1	Continuity Agreement		22
4.2	Other Representations and Warranties		23
ARTICLE 5
CONDUCT OF BUSINESS
5.1	Conduct of Business by Alcan		23
5.2	Conduct of Business by Rio Tinto		26
ARTICLE 6
OTHER COVENANTS
6.1	Further Assurances		27
6.2	Dividends and Distributions		27
6.3	Regulatory Approvals		27
6.4	Notification of Material Information		33
6.5	Continuity Agreement		33
6.6	No Solicitation, Opportunity to Match, Etc.		33
6.7	Notification of Certain Matters		38
6.8	Access by Rio Tinto and Offeror		38
6.9	Officers’ and Directors’ Insurance and Indemnification		38

i

6.10	Shareholder Claims	39
6.11	Required Securities Law Approvals	39
6.12	Reorganization	39
6.13	Rio Tinto Shareholders Approval	41
ARTICLE 7
TERMINATION, AMENDMENT AND WAIVER
7.1	Termination	41
7.2	Termination and Expense Reimbursement Payments	44
7.3	Effect of Termination	45
7.4	Amendment	46
7.5	Waiver	46
ARTICLE 8
GENERAL PROVISIONS
8.1	Further Assurances	46
8.2	Expenses	46
8.3	Advisors	47
8.4	Public Statements	47
8.5	Confidentiality	47
8.6	Remedies	47
8.7	Notices	48
8.8	Severability	50
8.9	Entire Agreement, Assignment and Governing Law	50
8.10	Contra Proferentem	51
8.11	No Third Party Beneficiaries	51
8.12	Counterparts	51
8.13	Time of the Essence	51
8.14	Injunctive Relief	51
8.15	Language	51

SCHEDULE A  CONDITIONS OF THE OFFER

SCHEDULE B  REPRESENTATIONS AND WARRANTIES OF RIO TINTO AND OFFEROR

SCHEDULE C  REPRESENTATIONS AND WARRANTIES OF ALCAN

SCHEDULE D  RIO TINTO CIRCULAR - ALCAN INFORMATION REQUIREMENTS

ii

SUPPORT AGREEMENT

THIS AGREEMENT made the 12^th day of July, 2007,

BETWEEN:

RIO TINTO PLC,

a company existing under the laws of England and Wales,

(hereinafter called “Rio Tinto”),

- and -

RIO TINTO CANADA HOLDING INC.,

a corporation existing under the laws of Canada,

(hereinafter called “Offeror”),

- and -

ALCAN INC.,

a corporation existing under the laws of Canada,

(hereinafter called “Alcan”).

WHEREAS Rio Tinto desires to cause its wholly-owned subsidiary, Offeror, to acquire all of the Common Shares (as hereinafter defined) on the terms and subject to the conditions contained herein;

WHEREAS the board of directors of Rio Tinto has unanimously approved this Agreement and the making of the Offer;

WHEREAS the board of directors of Alcan (the “Board of Directors”) has unanimously determined, upon consultation with its financial and legal advisors and following the receipt and review of recommendations from its Strategic Committee (as hereinafter defined), that it would be advisable and in the best interests of Alcan for the Board of Directors to co-operate with Rio Tinto and Offeror, take all reasonable action to support the Offer and to recommend acceptance of the Offer to Shareholders, all on the terms and subject to the conditions contained herein;

AND WHEREAS the Board of Directors has analysed the information, undertakings and commitments provided by Rio Tinto (including the grounds on which the requirements of Paragraph 3 of the Continuity Agreement (as hereinafter defined) may be considered to be met), has reviewed the recommendation of its ad hoc Canada Committee and of its ad hoc Quebec Committee, and has unanimously determined that Rio Tinto has demonstrated

to the satisfaction of the Board of Directors that, following or as a result of the Contemplated Transactions (as hereinafter defined), there is no reasonable basis to believe that (i) the positive commitment of Alcan to the economic health and economic and social prospects of Quebec would be diminished or put at risk in any material respect or (ii) there will be a direct or indirect net negative impact to the health and prospects of the economy or society of Quebec and that, in relation to the Offer, the requirements of paragraph 3 of the Continuity Agreement (as hereinafter defined) have been fully met;

NOW THEREFORE, the parties hereby agree as follows:

ARTICLE 1

INTERPRETATION

1.1Definitions

In this Agreement (including the Schedules hereto), the following terms shall have the following meanings, and grammatical variations shall have the respective corresponding meanings, unless otherwise expressly stated or the context requires otherwise:

(a)“Acquisition Proposal” has the meaning set out in Section 6.6(a);

(b)“Adverse Event” means an event or events or any action or transaction (i) that could reasonably be expected to, individually or collectively, have a Material Adverse Effect on Alcan and the Alcan Subsidiaries, taken as a whole, (ii) that could reasonably be expected to interfere with, or be inconsistent with, the successful completion of the acquisition of Common Shares by Offeror under the Offer or the successful completion of any Compulsory Acquisition or any Subsequent Acquisition Transaction, or (iii) that could reasonably be expected to render untrue or inaccurate in any material respect any of Alcan’s representations and warranties set forth in this Agreement;

(c)“Alcan” means Alcan Inc.;

(d)“Alcan 1984 Series C Preferred Shares” means the Floating Rate Cumulative Redeemable Preference Shares, Series C, 1984 Issue in the share capital of Alcan;

(e)“Alcan 1985 Series C Preferred Shares” means the Floating Rate Cumulative Redeemable Preference Shares, Series C, 1985 Issue in the share capital of Alcan;

(f)“Alcan Disclosure Letter” means the disclosure letter delivered by Alcan to Rio Tinto and Offeror contemporaneously with the execution and delivery of this Agreement;

2

(g)“Alcan Expense Reimbursement Payment” has the meaning set out in Section 7.2(f);

(h)“Alcan Information Delivery Date” means, in the case of any Competition Clearances, Foreign Investment Review Clearances and the Rio Tinto Shareholder Meeting, the date that information concerning Alcan required for the completion of a particular regulatory filing or communication or other document in connection therewith has been given with sufficient particularity to properly complete the filing of the document or, in the case of the Rio Tinto Circular, information concerning Alcan required for the preparation of the document for lodging with the UK Listing Authority for final approval;

(i)“Alcan Normal Course Issuer Bid” means Alcan’s normal course issuer bid in connection with the share purchase programme on the open market through the facilities of The Toronto Stock Exchange and/or The New York Stock Exchange made in accordance with the notice of intention filed on October 31, 2006 with the Canadian securities regulatory authorities;

(j)“Alcan Preferred Shares” means, collectively, the Alcan 1984 Series C Preferred Shares, the Alcan 1985 Series C Preferred Shares and the Alcan Series E Preferred Shares;

(k)“Alcan Public Documents” has the meaning set out in Section 5 of Schedule C;

(l)“Alcan Termination Payment” has the meaning set out in Section 7.2(e);

(m)“Alcan Series E Preferred Shares” means the Cumulative Redeemable Preference Shares, Series E, in the share capital of Alcan;

(n)“Alcan Shareholders” means all Shareholders other than Rio Tinto, Offeror and any other Rio Tinto Subsidiary;

(o)“Alcan Subsidiaries” means Subsidiaries of Alcan;

(p)“Applicable Securities Laws” has the meaning set out in Section 2.1(b);

(q)“Australian Commission” has the meaning set out in Section 6.3(a)(iv);

(r)“Board of Directors” has the meaning set out in the Recitals to this Agreement;

(s)“Business Day” means any day (other than a Saturday or Sunday) on which commercial banks located in the City of Montreal, Canada, the City of New York, United States and the City of London, England are open for the conduct of business;

3

(t)“Canadian Commissioner” has the meaning set out in Section 6.3(a)(ii);

(u)“Canadian Competition Act” has the meaning set out in Section 6.3(a)(ii);

(v)“CBCA” means the Canada Business Corporations Act, as amended;

(w)“CFIUS” has the meaning set out in Section 6.3(d)(iii);

(x)“Change in Rio Tinto Recommendation” has the meaning set out in Section 6.13(b);

(y)“Change in Alcan Recommendation” has the meaning set out in Section 6.6(b);

(z)“Class 1 Transaction” means a “Class 1 transaction” as defined in the Listing Rules;

(aa)“Common Share” means a common share in the capital of Alcan together with any associated SRP Right;

(bb)“Competition Agencies” has the meaning set out in Section 6.3(c);

(cc)“Competition Clearances” has the meaning set out in Section 6.3(a);

(dd)“Compulsory Acquisition” has the meaning set out in Section 2.11;

(ee)“Confidentiality Agreement” means the confidentiality agreement dated April 11, 2007 between Alcan and Rio Tinto, as subsequently amended;

(ff)“Contemplated Transactions” means the making of the Offer and the consummation of the transactions contemplated herein, including the Offer, any Compulsory Acquisition and any Subsequent Acquisition Transaction;

(gg)“Continuity Agreement” means the agreement in the French language entitled convention de continuité (Continuity Agreement) dated December 13, 2006 between Alcan and the Government of Quebec;

(hh)“DDSU Plan” means the Alcan Non-Executive Directors Deferred Share Unit Plan;

(ii)“Directors’ Circular” has the meaning set out in Section 2.1(i)(v);

(jj)“DOJ” has the meaning set out in Section 6.3(a)(iii);

(kk)“DRP” means the Alcan Dividend Reinvestment Plan;

(ll)“EC Member State” has the meaning set out in Section 6.3(a)(i);

4

(mm)“EDSU Plan” means the Alcan Executive Deferred Share Unit Plan;

(nn)“Effective Time” has the meaning set forth in Section 5.1(a);

(oo)“Encumbrance” includes any hypothec, mortgage, pledge, assignment, charge, lien, claim, security interest, adverse interest, adverse claim, other third person interest or encumbrance of any kind, whether contingent or absolute, and any agreement, option, right or privilege (whether by Law, contract or otherwise) capable of becoming any of the foregoing;

(pp)“European Commission” has the meaning set out in Section 6.3(a)(i);

(qq)“Exon-Florio Act” has the meaning set out in Section 6.3(d)(iii);

(rr)“Expiry Time” has the meaning set out in Section 2.1(e);

(ss)“FAT Act” means the Foreign Acquisitions and Takeovers Act 1975 (Australia), as amended;

(tt)“Financial Advisor” means Morgan Stanley & Co. Incorporated;

(uu)“Foreign Investment Review Agencies” has the meaning set out in Section 6.3(d);

(vv)“Foreign Investment Review Clearances” has the meaning set out in Section 6.3(d);

(ww)“French Foreign Investment Regulations” means the relevant provisions related to foreign investment inserted in the French Financial and Monetary Code, the French Customs Code and the French Order of 7 March 2003;

(xx)“French RSUs” means the restricted share units issued under the subplan adopted under the Alcan Restricted Share Unit Plan applicable to fiscal residents in France;

(yy)“FTC” has the meaning set out in Section 6.3(a)(iii);

(zz)“fully-diluted basis” means, with respect to the number of outstanding Common Shares at any time, the number of Common Shares that would be outstanding if all rights to acquire Common Shares were exercised, other than the SRP Rights and other than those that are not, and cannot in accordance with their terms, become exercisable within 120 days following the Expiry Time, but including, for the purposes of this calculation, all Common Shares issuable upon the exercise of Options and all Common Shares issuable pursuant to LTIP Entitlements, in either case whether vested or unvested;

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(aaa)“GAAP” means accounting principles generally accepted in the United States of America;

(bbb)“Governmental Entity” means any (i) multinational, supranational, federal, provincial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau or agency, domestic or foreign, (ii) self-regulatory organization or stock exchange including the Toronto Stock Exchange, the London Stock Exchange, the New York Stock Exchange as well as the Eurolist Euronext Paris and the French “Autorité des marchés financiers” (AMF), the Euronext Brussels and the SWX Swiss Exchange, (iii) subdivision, agent, commission, board, or authority of any of the foregoing, or (iv) quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing;

(ccc)“HSR Act” means the United States Hart-Scott Rodino Antitrust Improvements Act of 1976, as amended;

(ddd)“in the Ordinary Course” has the meaning set out in Section 5.1(a);

(eee)“Latest Mailing Date” has the meaning set out in Section 2.1(b);

(fff)“Latest Mailing Time” has the meaning set out in Section 2.1(b);

(ggg)“Laws” means any applicable laws including international, national, provincial, state, municipal and local laws, treaties, statutes, ordinances, judgments, decrees, injunctions, writs, certificates and orders, by-laws, rules, regulations, ordinances or other requirements of any Governmental Entity having the force of law;

(hhh)“Liquidity Agreement” means the Liquidity Agreement dated November 17, 2003, between Pechiney, Alcan and the beneficiaries of the Pechiney Options;

(iii)“Listing Rules” means the Listing Rules made by the Financial Services Authority in the United Kingdom under Part VI of the Financial Services and Markets Act 2000, as amended;

(jjj)“LTIP Entitlements” means outstanding rights, whether vested or unvested, to receive Common Shares or shares of an Alcan Subsidiary or a cash amount calculated with reference to Common Shares in accordance with the terms of the SPAU Plan, the TSR Plan, the RSU Plans, the EDSU Plan and the DDSU Plan;

(kkk)“Matching Period” has the meaning set out in Section 6.6(h);

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(lll)“Material Adverse Effect” means, in respect of any person, a change, effect, event, occurrence, state of facts or development that is, or would reasonably be expected to have a durationally significant impact that is, both material and adverse to the business, properties, assets, financial condition or results of operations of that person and its Subsidiaries taken as a whole, other than any change, effect, event, occurrence, state of facts or development:

(i)resulting from the announcement of this Agreement or the transactions contemplated hereby;

(ii)relating to global, national or regional political conditions (including the outbreak of war or acts of terrorism), to global economic conditions, to the economies of any of the member countries of the Organization for Economic Cooperation and Development or of any jurisdiction where that person or its Subsidiaries operate, or to the securities, currency or banking markets in general;

(iii)relating to the metal and mining industries in general or to aluminium prices or energy prices in general;

(iv)relating to a change in the market trading price or trading volume of shares of that person, other than as a result of a Material Adverse Effect;

(v)relating solely to the failure by that person to meet any earnings, projections, forecasts or estimates, whether internal or previously publicly announced;

(vi)relating to any of the principal markets served by that person’s business generally (including the business of that person’s Subsidiaries) or shortages or price changes with respect to raw materials, metals, transportation or other products or services used or sold by that person or its Subsidiaries;

(vii)relating to any generally applicable change in applicable Laws or regulations (other than orders, judgments or decrees against that person or any of its Subsidiaries);

(viii)relating to any change in applicable generally accepted accounting principles, including GAAP, or as a result of any reconciliation of financial data into International Financial Reporting Standards; or

(ix)resulting from compliance with the terms of this Agreement;

provided, however, that the change, effect, event, occurrence or state of facts or development referred to in clauses (ii) or (vii) above shall not be excluded from the definition of Material Adverse Effect if it primarily relates to (or has

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the effect of primarily relating to) that person and its Subsidiaries, taken as a whole, or materially disproportionately adversely affects that person and its Subsidiaries, taken as a whole, compared to other companies of similar size operating in the industry in which that person and its Subsidiaries operate;

(mmm)“Member States Agencies” has the meaning set out in Section 6.3(a)(i);

(nnn)“Minimum Tender Condition” has the meaning set out in the item (a) of Schedule A;

(ooo)“Notice Date” has the meaning set out in Section 6.6(g);

(ppp)“Offer” has the meaning set out in Section 2.1(a);

(qqq)“Offer Documents” has the meaning set out in Section 2.1(b);

(rrr)“Offer Price” has the meaning set out in Section 2.1(a);

(sss)“Offeror” means Rio Tinto Canada Holding Inc.;

(ttt)“Offeror Percentage” has the meaning set out in Section 2.10;

(uuu)“Options” means outstanding options to acquire Common Shares or shares of an Alcan Subsidiary under the Stock Option Plans;

(vvv)“Other Clearances” has the meaning set out in Section 6.3(b);

(www)“Outside Date” has the meaning set out in Section 7.1(c);

(xxx)“Packaging Divestiture” has the meaning set out in Section 6.6(a);

(yyy)“party” means a party to this Agreement, unless the context otherwise requires;

(zzz)“Pechiney” means Pechiney, a Subsidiary of Alcan following its acquisition in 2003, now known as Alcan France SAS;

(aaaa)“Pechiney Options” means outstanding options to acquire shares of Pechiney (exchangeable for Common Shares pursuant to the Liquidity Agreement) under the Pechiney Stock Option Plans;

(bbbb)“Pechiney Stock Option Plans” means the stock option plans of Pechiney;

(cccc)“Permitted Actions” has the meaning set out in Section 5.1(b);

(dddd)“person” includes an individual, general partnership, limited partnership, corporation, company, limited liability company, unincorporated

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organization, trust, trustee, executor, administrator or other legal representative;

(eeee)“Pre-Acquisition Reorganization” has the meaning set out in Section 6.12(a);

(ffff)“Recommendation Documents” has the meaning set out in Section 2.1(i)(v);

(gggg)“Regulatory Laws” means the Canadian Competition Act, the Investment Canada Act, the HSR Act, the Sherman Act, the EC Merger Regulation, Articles 81 and 82 of the Treaty of Rome, the competition, merger control or antitrust laws and regulations of EC Member States and EFTA States, the Trade Practices Act 1974 (Australia), the Foreign Acquisitions and Takeovers Act 1975 (Australia), as amended, the French Foreign Investment Regulations and all other applicable supranational, national, federal, state, provincial and local laws, statutes, rules and regulations designed or intended to prohibit, restrict or regulate foreign investment or actions having the purpose or effect of monopolizing or restraining trade or lessening competition;

(hhhh)“Rio Tinto” means Rio Tinto plc.;

(iiii)“Rio Tinto Circular” means together the circulars to be sent to the shareholders of Rio Tinto and of RTL in relation to the seeking of approval of the Offer by the shareholders of Rio Tinto and of RTL and which, in relation to the circular to be sent to the shareholders of Rio Tinto, constitutes a class 1 circular prepared in accordance with the Listing Rules;

(jjjj)“Rio Tinto Expense Reimbursement Payment” has the meaning set out in Section 7.2(b);

(kkkk)“Rio Tinto Shareholder Meeting” means together the extraordinary general meetings of the shareholders of Rio Tinto and of RTL to be duly called and held for the purposes of obtaining the approval of the acquisition of the Common Shares pursuant to the Offer by the shareholders of Rio Tinto and of RTL voting as a joint electorate and, in the case of Rio Tinto, the sanction to the borrowings of the “RT Group” and the “RTL Group” (both expressions as defined in Rio Tinto’s Articles of Association) exceeding an amount of one and a half times “Unified Group Share Capital and Reserves” (as defined in Rio Tinto’s Articles of Association) by the shareholders of Rio Tinto;

(llll)“Rio Tinto Subsidiaries” means Subsidiaries of Rio Tinto;

(mmmm)“Rio Tinto Termination Payment” has the meaning set out in Section 7.2(a);

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(nnnn)“Rio Tinto Termination Payment Event” has the meaning set out in Section 7.2(a);

(oooo)“RTL” means Rio Tinto Limited;

(pppp)“RSU Plans” means the Alcan Restricted Share Unit Plan, including the subplan applicable to fiscal residents in France as well as any other Restricted Share Unit Plan in effect at the date hereof;

(qqqq)“Schedule 14D-9” means the Solicitation/Recommendation Statement on Schedule 14D-9 relating to the Offer;

(rrrr)“Schedule TO” means the Tender Offer Statement on Schedule TO relating to the Offer;

(ssss)“SEC” means the United States Securities and Exchange Commission;

(tttt)“Secondary Applicable Securities Laws” means all other applicable securities laws in France, the United Kingdom (including, but not limited to the Listing Rules), Belgium and Switzerland and any other laws applicable to the Offer (including, but not limited to the French AMF general regulations);

(uuuu)“Securities Act” means the Securities Act (Ontario);

(vvvv)“Shareholders” means the holders of Common Shares;

(wwww)“Shareholder Rights Plan” means the shareholder rights plan agreement, made as of December 14, 1989, amended on February 8, 1990 and March 5, 1990, approved by the Shareholders on April 26, 1990, amended and restated on March 2, 1995 and April 24, 1995, reconfirmed by the Shareholders on April 27, 1995, amended and restated on April 22, 1999, reconfirmed by the Shareholders on April 22, 2002 and amended and reconfirmed on April 28, 2005, between Alcan and CIBC Mellon Trust Company, as rights agent, or any other shareholder rights plan adopted by the Board of Directors;

(xxxx)“Share Purchase Plan” means any plan made available by Alcan to its employees which allows them to purchase Common Shares;

(yyyy)“Sherman Act” means the United Stated Sherman Antitrust Act of 1890, as amended;

(zzzz)“SPAU Plan” means the Alcan Stock Price Appreciation Unit Plan;

(aaaaa)“SRP Right” means a right issued under the Shareholder Rights Plan and attached to a Common Share;

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(bbbbb)“Stock Option Plans” means the Alcan Executive Share Option Plan applicable to the A Options, C Options, D Options and F Options granted by Alcan;

(ccccc)“Strategic Committee” means the strategic committee of the Board of Directors formed on May 13, 2007;

(ddddd)“Subsequent Acquisition Transaction” has the meaning set out in Section 2.11;

(eeeee)“Subsidiary” means, with respect to a specified body corporate, any body corporate of which more than 50% of the outstanding shares ordinarily entitled to elect a majority of the board of directors thereof (whether or not shares of any other class shall or might be entitled to vote upon the happening of any event or contingency) are at the time owned directly or indirectly by such specified body corporate and shall include any body corporate, partnership, joint venture or other entity over which it exercises direction or control or which is in a like relation to a Subsidiary;

(fffff)“Superior Proposal” has the meaning set out in Section 6.6(a);

(ggggg)“Take-Over Bid Circular” has the meaning set out in Section 2.1(b);

(hhhhh)“Take-Up” means Offeror’s taking up of Common Shares under the Offer in accordance with applicable Laws;

(iiiii)“Tax” or “Taxes” means, with respect to any person, all supranational, federal, state, local, provincial, branch or other taxes, including income, gross receipts, windfall profits, value added, severance, ad valorem, property, capital, net worth, production, sales, use, licence, excise, franchise, employment, environmental taxes, sales taxes, use taxes, value added taxes, transfer taxes, withholding or similar taxes, payroll taxes, employment taxes, pension plan premiums, severance taxes, social security premiums, workers’ compensation premiums, employment insurance or compensation premiums, stamp taxes, occupation taxes, premium taxes, mining taxes, alternative or add-on minimum taxes, goods and services tax, customs duties or other taxes of any kind whatsoever imposed or charged by any Governmental Entity, together with any interest, penalties, or additions with respect thereto and any interest in respect of such additions or penalties;

(jjjjj)“Tax Act” means the Income Tax Act (Canada) and regulations made thereunder, as now in effect and as they may be amended from time to time;

(kkkkk)“TP Act” has the meaning set out in Section 6.3(a)(iv);

(lllll)“Treaty of Rome” means the Treaty Establishing the European Community;

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(mmmmm)“TSR Plan” means the Alcan Total Shareholder Return Plan;

(nnnnn)“US Competition Authority” has the meaning set out in Section 6.3(a)(iii);

(ooooo)“US Exchange Act” has the meaning set out in Section 2.1(b); and

(ppppp)“US Securities Act” means the United States Securities Act of 1933, as amended.

1.2Construction and Interpretation

In this Agreement, unless otherwise expressly stated or the context otherwise requires:

(a)references to “herein”, “hereby”, “hereunder”, “hereof” and similar expressions are references to this Agreement and not to any particular Section of or Schedule to this Agreement;

(b)references to a “Section” or a “Schedule” are references to a Section of or Schedule to this Agreement;

(c)words importing the singular shall include the plural and vice versa, and words importing gender shall include the masculine, feminine and neuter genders;

(d)the use of headings is for convenience of reference only and shall not affect the construction or interpretation hereof;

(e)references to any legislation or to any provision of any legislation shall include any modification or re-enactment thereof, any legislative provision substituted therefor and all regulations, rules and interpretations issued thereunder or pursuant thereto;

(f)references to any agreement or document shall be to such agreement or document (together with the schedules and exhibits attached thereto), as it may have been or may hereafter be amended, modified, supplemented, waived or restated from time to time;

(g)wherever the term “includes” or “including” is used, it shall be deemed to mean “includes, without limitation” or “including, without limitation”, respectively; and

(h)references to the knowledge of a party means the actual knowledge of the senior officers of such party.

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1.3Currency

Unless otherwise indicated, all dollar amounts referred to in this Agreement are expressed in United States dollars.

1.4Schedules

The Schedules to this Agreement, as listed below, are an integral part of this Agreement:

Schedule	Description
A	Conditions of the Offer
B	Representations and Warranties of Rio Tinto and Offeror
C	Representations and Warranties of Alcan
D	Rio Tinto Circular - Alcan Information Requirements

ARTICLE 2

THE OFFER

2.1The Offer

(a)Rio Tinto and Alcan shall jointly and promptly publicly announce Rio Tinto’s intention to cause Offeror to make an offer and, subject to the terms and conditions set forth below, Offeror shall as soon as reasonably practicable make an offer (the “Offer”) to purchase all outstanding Common Shares, including Common Shares issuable (and that, prior to the Expiry Time are actually issued or conditionally issued pursuant to Sections 2.3 and 2.5) upon the exercise of Options or pursuant to LTIP Entitlements, at a price per Common Share of $101 in cash (the “Offer Price”).  The term “Offer” shall include any amendments to, or extensions of, the Offer made in accordance with the terms of this Agreement, including removing or waiving any condition or extending the date by which Common Shares may be deposited.  Offeror shall not be required to make the Offer in any jurisdiction where it would be illegal to do so.

(b)Offeror shall prepare the Offer and accompanying take-over bid circular (collectively, the “Take-Over Bid Circular”), related letter(s) of transmittal, notice(s) of guaranteed delivery and other ancillary offer documents and instruments in both the English and French languages (collectively, and with any supplements or amendments thereto, the “Offer Documents”), and the Schedule TO in all material respects in accordance with the Securities Act and the regulations thereunder, the United States Securities Exchange Act of 1934 as amended (the “US Exchange Act”) and the rules and regulations thereunder and all other applicable securities laws in Canada and the United States (collectively, “Applicable Securities Laws”).  Offeror shall mail the Offer Documents in accordance with Applicable Securities Laws to each registered holder of Common Shares as soon as reasonably practicable and, in any event, not later than 11:59 p.m. (Montreal time) on July 23, 2007 (the “Latest Mailing Date”) (such time on such date being referred to herein as the “Latest Mailing

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Time”); provided, however, that if the mailing of the Offer Documents is delayed by reason of Alcan not having provided to Offeror the Recommendation Documents in accordance with Section 2.1(i)(v) or information and assistance in accordance with Section 2.2(d) or not having provided the lists referred to in Section 2.1(i)(vi), then the Latest Mailing Time shall be extended to 11:59 p.m. (Montreal time) on the fifth Business Day following the date on which Alcan supplies such necessary documents, information, lists or other assistance.

(c)Prior to the printing of the Offer Documents and the filing of the Schedule TO, Offeror shall provide Alcan and its counsel with a reasonable opportunity to review and comment on them and will use reasonable efforts to address the reasonable comments of Alcan, recognizing that the ultimate form and content of the Offer Documents and the Schedule TO will be the responsibility of Offeror.

(d)Provided all of the conditions to the Offer set out in Schedule A hereto shall have been waived (where permitted hereby) by Offeror or satisfied, Offeror shall take up and pay for all of the Common Shares tendered under the Offer as soon as reasonably practicable and, in any event, not later than two Business Days following the time at which Offeror becomes entitled to take-up such Common Shares under the Offer pursuant to Applicable Securities Laws.

(e)The Offer shall be made in accordance with Applicable Securities Laws and shall expire not earlier than 6:00 p.m. (Montreal time) on the 60^th day after the date that the Offer is first commenced (which date shall be not later than the Latest Mailing Date) within the meaning of the Securities Act by virtue of being mailed to all registered Shareholders, subject to the right or obligation (as set out herein) of Offeror to extend from time to time the period during which Common Shares may be deposited under the Offer (such time on such date, as the same may be extended in accordance with this Agreement, is referred to herein as the “Expiry Time”).  The Offer shall be subject to the conditions set forth in Schedule A to this Agreement.  Offeror shall use all reasonable efforts to consummate the Offer, subject to the terms and conditions hereof and thereof.

(f)Unless Offeror and Alcan shall mutually agree otherwise, Offeror shall extend the Offer (i) for one or more successive 20 Business Day periods if the Competition Clearances have not been obtained at the relevant Expiry Time, (ii) for one additional period of 20 Business Days following the date the Competition Clearances have been obtained if there shall have been deposited a number of Common Shares that constitutes less than 90% of the Common Shares outstanding calculated on a fully diluted basis at such time, (iii) for one final additional period of 20 Business Days if (A) the Competition Clearances have been obtained at such time, (B) there shall have been deposited a number of the Common Shares that constitutes a majority of the Common Shares outstanding on a fully diluted basis at such time, but (C) the Minimum Tender Condition has not been satisfied or waived at such time. Unless Offeror and Alcan shall mutually agree otherwise or unless required by Applicable Securities Laws, the provisions of this Section 2.1(f) shall not  require the extension of the Offer beyond the Outside Date.

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(g)For purposes of the Shareholder Rights Plan, Offeror hereby irrevocably covenants (a) not to take up and pay for Common Shares (i) prior to the close of business on the date that is not less than 60 calendar days following the date of the Offer and (ii) only if at such date more than 50% of the Common Shares held by Independent Shareholders (as defined in the Shareholder Rights Plan) shall have been tendered or deposited pursuant to the Offer and not withdrawn and (b) if the deposit condition in this Section 2.1(g)(a)(ii) is satisfied, to publicly announce the fact of the satisfaction of such condition and extend the Offer for at least 10 Business Days (as defined in the Shareholder Rights Plan) from the date of such public announcement.

(h)It is understood and agreed that Offeror may, in its sole discretion, modify or waive any term or condition of the Offer; provided that Offeror shall not, without the prior consent of Alcan, increase or decrease the Minimum Tender Condition, decrease the amount of Shares for which the Offer is made, impose additional conditions to the Offer or otherwise vary the Offer (or any terms or conditions thereof) in a manner which is adverse to the Shareholders (provided that, for certainty, Offeror may in its sole discretion increase the total cash consideration per Share and/or add additional consideration).

(i)The obligation of Rio Tinto to cause Offeror to make, and the obligation of Offeror to make, the Offer are conditional on the prior satisfaction of the following conditions, all of which conditions are included for the sole benefit of Rio Tinto and Offeror and any or all of which may be waived by Rio Tinto and Offeror in whole or in part in their sole discretion (other than the condition set out in Section 2.1(i)(iii) below, which must be waived if Offeror has failed to use its reasonable best efforts to obtain such assurances, and the condition set out in Section 2.1(i)(x) below, which may be waived only with the consent of Alcan) without prejudice to any other right Rio Tinto or Offeror may have under this Agreement and which conditions shall be deemed to have been waived by the making of the Offer:

(i)the obligations of Offeror hereunder shall not have been terminated pursuant to Section 7.1;

(ii)no change, effect, event, circumstance, occurrence or state of facts (other than a change, effect, event, circumstance, occurrence or state of facts caused by Rio Tinto, Offeror, RTL, another Rio Tinto Subsidiary, a Subsidiary of RTL or any person acting jointly or in concert with Offeror) shall have occurred that would render it impossible for one or more of the conditions set out on Schedule A hereto to be satisfied;

(iii)assurances satisfactory to Rio Tinto and Offeror, acting reasonably, shall have been received by Rio Tinto and Offeror that all waivers, rulings or orders necessary for Offeror to make the Offer and to mail to the Shareholders the Offer Documents have been or will be obtained from all applicable securities commissions or other regulatory authorities;

(iv)the Board of Directors shall have unanimously approved the making of a recommendation that Alcan Shareholders accept the Offer and shall not have withdrawn such recommendation or changed, modified or qualified

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such recommendation in a manner that has substantially the same effect as a withdrawal or taken any other action or made any other public statement in connection with the Offer that is inconsistent with such recommendation;

(v)the Board of Directors shall have caused to be prepared and by unanimous vote shall have approved in final form and caused to be printed for distribution to registered Shareholders and delivered to the depositary under the Offer, at its offices in Toronto, Ontario on or before 9:00 a.m. (Montreal time) on July 23, 2007 for mailing with the Take-Over Bid Circular a sufficient quantity of commercial copies of a directors’ circular (the “Directors’ Circular”) in both the English and French languages (collectively, and with any supplements or amendments thereto, the “Recommendation Documents”) unanimously recommending that Alcan Shareholders accept the Offer;

(vi)on or before 10:00 a.m. (Montreal time) on July 18, 2007 Alcan shall have provided or caused to be provided to Offeror a list of all of the registered Shareholders and holders of Options and LTIP Entitlements, in each case in electronic form and as of July 17, 2007, and such list of participants in book based nominee registrants such as CDS & Co. and CEDE & Co. and non-objecting beneficial owners of Common Shares as may be made available to Alcan upon request, in each case and to the extent available address and security holding information for each person, and Alcan shall from time to time thereafter at Offeror’s reasonable request provide or cause to be provided supplements of such lists to reflect any changes to the Shareholders and holders of Options and LTIP Entitlements, as applicable;

(vii)Alcan shall have complied in all respects with its covenants and obligations in Section 6.6 and in all material respects with its other covenants and obligations in this Agreement and shall have confirmed to Rio Tinto and Offeror that it has demanded that all third parties: (i) with whom it has discussed an Acquisition Proposal; and (ii) (A) to whom it has delivered confidential information regarding its assets, operations or securities other than in the normal course of business and other than in connection with a sale that is permitted under Section 5.1 or in connection with the Packaging Divestiture; or (B) who have otherwise received any confidential information about Alcan or any Alcan Subsidiary in each case since May 7, 2007 other than in the normal course of business and other than in connection with a sale that is permitted under Section 5.1, either return any such confidential information or certify its destruction;

(viii)all representations and warranties of Alcan set forth in this Agreement shall be true and correct at the time of the making of the Offer except for

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any such inaccuracies as would not result in a failure to satisfy the closing condition set forth in Section (l) of Schedule A;

(ix)no Material Adverse Effect in respect of Alcan and the Alcan Subsidiaries, taken as a whole, shall have occurred since December 31, 2006; and

(x)no cease trade order, injunction or other prohibition at Law shall exist against Offeror making the Offer or taking up or paying for Common Shares deposited under the Offer.

(j)Alcan shall provide Rio Tinto and Offeror and their counsel with a reasonable opportunity to review and comment on the Recommendation Documents prior to their printing and the Schedule 14D-9 prior to its filing and will use reasonable efforts to address the reasonable comments of Rio Tinto and Offeror, recognizing that the ultimate form and content of the Recommendation Documents and Schedule 14D-9 will be the responsibility of Alcan.  The Directors’ Circular shall include a copy of the written fairness opinion of the Financial Advisor referred to in Section 2.2.

(k)Alcan shall file the Schedule 14D-9 with the SEC, as soon as practicable after the filing by Offeror of the Schedule TO.

2.2Fairness Opinion and Alcan Support for the Offer

(a)Alcan represents and warrants to and in favour of Rio Tinto and Offeror and acknowledges that Rio Tinto and Offeror are relying upon such representations and warranties in entering into this Agreement, that as of the date hereof:

(i)the Financial Advisor has delivered an oral opinion to the Board of Directors to the effect that the consideration to be received under the Offer is fair from a financial point of view to all Alcan Shareholders (other than Rio Tinto and Offeror) which opinion has been or will be set out in writing;

(ii)the Board of Directors, upon consultation with its financial and legal advisors and on receipt of a recommendation of the Strategic Committee, has unanimously determined that the Offer is fair from a financial point of view to all Alcan Shareholders (other than Rio Tinto and Offeror) and that the Offer is in the best interests of Alcan and accordingly, has unanimously approved the entering into of this Agreement and the making of a recommendation that Alcan Shareholders accept the Offer;

(iii)each member of the Board of Directors has agreed to support the Offer and has agreed that the press release to be issued by Rio Tinto announcing the Offer may so state and that references to such support may be made in the Take-Over Bid Circular and other documents relating to the Offer provided however that notwithstanding the foregoing, if after the date of this Agreement the Board of Directors is required in the exercise of its

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fiduciary duties to do so, then the Board of Directors shall be entitled not to make such a positive recommendation, to make a negative recommendation or to withdraw, modify or change any recommendation regarding the Offer which it has previously made, provided that the Board of Directors, after consultation with their legal and financial advisors, shall first have determined in good faith that the making of a positive recommendation, the failure to make a negative recommendation or the failure to withdraw, modify or change any recommendation would be inconsistent with the fiduciary duties of the Board of Directors; and

(iv)the Board of Directors has by resolution unanimously determined that the Offer constitutes a “Permitted Bid” under the Shareholder Rights Plan.

(b)Alcan shall prepare and make available for distribution contemporaneously and together with the mailing of the Offer Documents, in both the English and French languages, sufficient commercial copies of the Recommendation Documents, prepared in all material respects in accordance with all Applicable Securities Laws and delivered in accordance with Section 2.1(i)(v), which shall reflect the determinations and recommendation and agreement by the Board of Directors referred to in Section 2.2(a).

(c)Rio Tinto shall use reasonable efforts to provide to Alcan, upon request, all information pertaining to Rio Tinto and Offeror, that Alcan reasonably requires in order to complete the Recommendation Documents and the Schedule 14D-9 and such other assistance as may be reasonably requested by Alcan in order that the Recommendation Circular and the Schedule 14D-9 comply in all material respects with Applicable Securities Laws and Secondary Applicable Securities Laws.  Rio Tinto shall provide Alcan with such other assistance in relation to the completion of the Recommendation Documents as may be reasonably requested by Alcan.

(d)Alcan shall use reasonable efforts to provide to Rio Tinto and/or Offeror, upon request, all information pertaining to Alcan and the Alcan Subsidiaries that Offeror reasonably requires in order to complete the Offer Documents, the Schedule TO and the Rio Tinto Circular and such other assistance as may be reasonably requested by Rio Tinto and/or Offeror in order that the Offer Documents, the Schedule TO and the Rio Tinto Circular comply in all material respects with Applicable Securities Laws and Secondary Applicable Securities Laws.  Alcan shall provide Rio Tinto and/or Offeror with such other assistance in the preparation of the Offer Documents, the Schedule TO and the Rio Tinto Circular as may be reasonably requested by Rio Tinto and/or Offeror.

2.3Outstanding Stock Options

(a)Subject to the receipt of all required regulatory approvals, Alcan will make such amendments to the Stock Option Plans and take all such other steps as may be necessary or desirable to

(i)allow all persons holding Options under the Stock Option Plans, who may do so under Laws, to exercise their Options under the Stock Option Plans:

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(i) on an accelerated vesting basis solely for the purpose of tendering under the Offer all Common Shares issued in connection with such exercise, conditional upon Take-Up; and (ii) to effect a cashless exercise of their Options solely for the purpose of tendering to the Offer all Common Shares issued in connection with such cashless exercise, all on terms and in a manner acceptable to Offeror; and

(ii)to the extent directed by Offeror after Offeror provides an indemnity corresponding to the indemnity contemplated in Section 6.12(a)(vii) assuming the transactions set out in this Section 2.3(a)(ii) were a Pre-Acquisition Transaction, provide, on terms and in a manner acceptable to Offeror, that each Option and Pechiney Option that has not been exercised as of the time Offeror announces it will take up Common Shares under the Offer, be redeemed and cancelled, conditional upon, and effective immediately before, Take-Up, for (i) where the consideration per Common Share under the Offer (or, in the case of Pechiney Option, such amount multiplied by the number of Alcan Common Shares to be issued on an exchange of each share issued under the Pechiney Option as determined under the Liquidity Agreement) exceeds the exercise price per Common Share under the Option or the Pechiney Option, a cash payment equal to the amount of such excess (less any applicable Taxes), and (ii) otherwise, no consideration.

(b)Rio Tinto and Offeror acknowledge and agree that:

(i)Offeror shall agree with Alcan to tendering arrangements in respect of the Offer in order to facilitate the conditional exercise of the Options under the Stock Option Plans and tender of the Common Shares to be issued as a result of such conditional exercise (including providing for the ability of holders of such Options to tender the Common Shares issuable upon the exercise of such Options on the basis of guaranteed deliveries); and

(ii)(A) holders of Options will be permitted to tender the Common Shares issuable upon the conditional exercise thereof and solely for such purpose to exercise their exercisable Options under the Stock Option Plans, conditional upon Take-Up, which Options shall be deemed to have been exercised and which Common Shares shall be deemed to have been tendered under the Offer immediately before Take-Up and (B) all Common Shares that are to be issued pursuant to any such conditional exercise shall be accepted as validly tendered under the Offer.

2.4Other Agreements

Alcan will take all such steps as may be necessary or desirable to terminate the DRP, the Share Purchase Plans and the Liquidity Agreement, conditional upon, and effective immediately before Take-Up.

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2.5LTIP Entitlements

Alcan shall take all necessary steps under the relevant LTIP Entitlements plans and make all amendments to such plans as are necessary to cause:

(a)LTIP Entitlements entitling the holder to receive Common Shares or shares of any Alcan Subsidiary, to be accelerated, paid out and cancelled, conditional upon, and effective immediately before Take-Up, for a cash payment equal to the consideration per common share under the Offer multiplied by the number of Common Shares issuable pursuant to such LTIP Entitlement or, in respect of LTIP Entitlements entitling the holder to receive shares of any Alcan Subsidiary, an amount determined by Alcan and Offeror (in each case less applicable Taxes); and

(b)to the extent directed by Offeror after Offeror provides an indemnity corresponding to the indemnity contemplated in Section 6.12(a)(vii) assuming the transactions set out in this Section 2.5(b) were a Pre-Acquisition Transaction, all other LTIP Entitlements, as applicable, (i) to be redeemed and cancelled, or (ii) to be terminated, and in either case to pay all amounts owing thereunder in cash (less any applicable Taxes); provided that in each case such actions are to be conditional upon, and effective immediately before, Take-Up.

2.6Shareholder Rights Plan

(a)Without limiting Section 2.2(a)(iv), Alcan and the Board of Directors shall take all further action necessary to the extent permitted to be effected by the Board of Directors under and subject to the terms of the Shareholder Rights Plan:

(i)in order to ensure that the Separation Time (as defined in the Shareholder Rights Plan) does not occur in connection with this Agreement or any Contemplated Transactions;

(ii)otherwise to ensure that the Shareholder Rights Plan does not interfere with or impede the success of the Contemplated Transactions; and

(iii)in order to ensure that upon Take-Up, all Rights under the Rights Plan cease to be exercisable and are redeemed at the Redemption Price as provided under the Rights Plan without further formality and to ensure that upon such redemption all Rights become null and void.

(b)Alcan covenants and agrees that (i) it will not waive the application of the Shareholder Rights Plan to any Acquisition Proposal unless it is a Superior Proposal and the Matching Period has expired and (ii) it will not amend the Shareholder Rights Plan nor authorize, approve or adopt any other shareholder rights plan or enter into any agreement providing therefor.

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2.7Alcan Preferred Shares

Alcan shall as soon as reasonably practical take all action necessary to redeem and cancel in accordance with their terms all of the Alcan Preferred Shares outstanding at the date hereof, provided that such redemption and cancellation shall have been completed no later than the day immediately preceding the Expiry Time.

2.8Cancellation of all other Common Share Entitlements

Without limiting the scope of Sections 2.3, 2.4, 2.5, 2.6 and 2.7, Alcan shall, to the extent directed by Offeror after Offeror provides an indemnity corresponding to the indemnity contemplated in Section 6.12(a)(vii) assuming the transactions set out in this Section 2.8 were a Pre-Acquisition Transaction, take all other action necessary in order to cancel all securities or rights entitling their holder (other than Offeror and, with respect to securities or rights entitling their holder to receive shares of an Alcan Subsidiary, other than shareholders in non-wholly owned Subsidiaries of Alcan or partners in Alcan joint ventures) to receive Common Shares or Alcan Preferred Shares or shares of an Alcan Subsidiary immediately before the Take-Up so that no such rights will exist at the time of Take-Up.

2.9Cancellation or Divestiture of Certain Common Shares

Alcan shall cause each Alcan Subsidiary to tender into the Offer, prior to the Expiry Time (without regard to any extensions thereof), all Common Shares owned or otherwise held in any capacity by such Alcan Subsidiary, subject to the parties determining another manner of dealing with any such shares in accordance with Section 6.12(a).

2.10Directors of Alcan

Alcan acknowledges that promptly upon the purchase by Offeror of such number of Common Shares as represents at least a simple majority of the then outstanding Common Shares on a fully-diluted basis and from time to time thereafter, Offeror shall be entitled to designate such number of members of the Board of Directors, and any committees thereof, as is proportionate to the percentage of the outstanding Common Shares beneficially owned from time to time by Offeror (the “Offeror Percentage”) and Alcan shall not frustrate Offeror’s attempts to do so and covenants to co-operate fully with Offeror, subject to all applicable Laws, to enable Offeror’s designees to be elected or appointed to the Board of Directors, and any committee thereof, and to constitute the Offeror Percentage of the Board of Directors, including, at the request of Offeror, by its reasonable best efforts to increase the size of the Board of Directors and to secure the resignations of such number of directors as Alcan may determine, in reasonable consultation with Offeror.

2.11Subsequent Acquisition Transaction

If, within 120 days after the date of the Offer, the Offer has been accepted by holders of not less than 90% of the outstanding Common Shares as at the Expiry Time, excluding Common Shares held by or on behalf of Offeror or an “associate” or “affiliate” (as those terms are defined in the CBCA) of Offeror at the date of the Offer, Offeror shall, to the

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extent possible, acquire (a “Compulsory Acquisition”) the remainder of the Common Shares from those Shareholders who have not accepted the Offer pursuant to section 206 of the CBCA.  If that statutory right of acquisition is not available or Offeror chooses not to avail itself of such statutory right of acquisition, Offeror will use its commercially reasonable efforts to pursue other means of acquiring the remaining Common Shares not tendered to the Offer, provided that the consideration per Common Share offered in connection with such other means of acquiring such Common Shares shall be at least equivalent in value to the consideration per Common Share offered under the Offer. If Offeror takes up and pays for Common Shares under the Offer representing at least a simple majority of the outstanding Common Shares (calculated on a fully-diluted basis as at the Expiry Time) Offeror will use reasonable efforts, and Alcan will assist Offeror, in order to acquire sufficient Common Shares to successfully complete an amalgamation, statutory arrangement, amendment to articles, consolidation, capital reorganization or other transaction involving Alcan, Rio Tinto, Offeror or one or more Rio Tinto Subsidiaries or Subsidiaries of Offeror (a “Subsequent Acquisition Transaction”) and, for greater certainty, when Offeror has acquired sufficient Common Shares to do so, it shall complete a Subsequent Acquisition Transaction to acquire the remaining Common Shares, provided that the consideration per Common Share offered in connection with the Subsequent Acquisition Transaction shall be not less than the consideration per Common Share offered under the Offer.

2.12Offeror Compliance

Rio Tinto shall cause Offeror to make the Offer as contemplated herein and otherwise perform all of Offeror’s obligations hereunder relating to the Contemplated Transactions.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF RIO TINTO AND OFFEROR

Each of Rio Tinto and Offeror hereby makes to Alcan the representations and warranties set out in Schedule B to this Agreement, and acknowledges that Alcan is relying upon these representations and warranties in connection with the entering into of this Agreement.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF ALCAN

4.1Continuity Agreement

Alcan hereby represents and warrants to Rio Tinto and Offeror that the Board of Directors has analysed the information, undertakings and commitments provided by Rio Tinto (including the grounds on which the requirements of Paragraph 3 of the Continuity Agreement may be considered to be met), has reviewed the recommendation of its ad hoc Canada Committee and of its ad hoc Quebec Committee, and has unanimously determined that Rio Tinto has demonstrated to the satisfaction of the Board of Directors that, following or as a result of the Contemplated Transactions, there is no reasonable basis to believe that (i) the positive commitment of Alcan to the economic health and economic and social prospects of Quebec would be diminished or put at risk in any material respect or (ii) there will be a direct or indirect

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net negative impact to the health and prospects of the economy or society of Quebec and that, in relation to the Offer, the requirements of Paragraph 3 of the Continuity Agreement have been fully met.

4.2Other Representations and Warranties

Alcan hereby makes to Rio Tinto and Offeror the representations and warranties set out in Schedule C to this Agreement, and acknowledges that Rio Tinto and Offeror are relying upon these representations and warranties in connection with the entering into of this Agreement and making the Offer.

ARTICLE 5

CONDUCT OF BUSINESS

5.1Conduct of Business by Alcan

(a)Alcan covenants and agrees that, prior to the earlier of (i) the time of the appointment or election to the Board of Directors of persons designated by Rio Tinto who represent a majority of the directors of Alcan (the “Effective Time”) and (ii) the termination of this Agreement, subject to the exceptions and restrictions set out below, Alcan shall carry on its business (which includes the business of the Alcan Subsidiaries) in the ordinary course in a manner consistent in all material respects with prior practice (“in the Ordinary Course”) and shall use commercially reasonable efforts to preserve intact its present business organization, to keep available the services of its officers and employees as a group and to preserve its existing relations and goodwill with suppliers, distributors, employees and others having business relationships with them.

(b)Except (i) as contemplated in the Disclosure Letter, (ii) as required or permitted by this Agreement, (iii) as required by applicable Law or Governmental Entity, (iv) as required by the terms of any existing contract to which Alcan or any Alcan Subsidiary is a party, or (v) with the prior consent of Rio Tinto (which consent shall not be unreasonably withheld, conditioned or delayed) (collectively the “Permitted Actions”), Alcan shall not, nor shall it permit any Alcan Subsidiary to:

(i)split, consolidate or reclassify any of its or their outstanding shares nor undertake any other capital reorganization, nor declare, set aside or pay any dividends on or make any other distributions on or in respect of their outstanding shares, nor reduce capital in respect of its or their outstanding shares (except in any such case with respect to shares of wholly-owned Alcan Subsidiaries or in the case of any joint venture or non-wholly owned subsidiary in such amounts as are otherwise required pursuant to legal or contractual commitments or as are consistent with past practice, and except, in the case of Alcan, in respect of dividends payable on the Alcan Preferred Shares and dividends payable on the Common Shares consistent with Alcan’s current dividend policy in effect as at the date hereof;

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(ii)amend its or their articles or by-laws or the terms of any of its or their outstanding securities, including any outstanding indebtedness and credit facilities, except for amendments to the terms of such indebtedness or credit facilities that are not materially less favorable to Alcan than the terms of the current indebtedness or credit facilities of Alcan, including that such amendments shall not provide for any default, penalty or additional payment in the event of any change-in-control of Alcan;

(iii)issue, sell, pledge, lease, dispose of or otherwise encumber any securities of Alcan or any Alcan Subsidiary (except any pledge or other Encumbrance as may be required in connection with any action permitted under this Section 5.1), nor issue any options, warrants, calls, conversion privileges or rights of any kind to acquire Common Shares or any other securities of Alcan or any Alcan Subsidiary (other than the issuance of Common Shares upon the exercise of currently outstanding Options, in accordance with their terms and pursuant to the Alcan dividend reinvestment plan), or redeem or purchase any of its or their outstanding securities and, without limiting the generality of the foregoing, not authorize, approve, agree to issue, issue or award any Options under the Stock Option Plans or any other options to acquire Common Shares;

(iv)enter into, create, declare, adopt, amend, vary, modify or take any other action with respect to any bonus, profit sharing, incentive, salary or other compensation, equity based award, pension, retirement, deferred compensation, severance, change in control, employment or other employee benefit plan, agreement, award or arrangement for the benefit or welfare of any officer, director or employee, or similar rights or other benefits except to comply with outstanding compensation obligations in effect on the date hereof;

(v)except in relation to assets, properties, interests, rights or claims that are not, individually or collectively, material to Alcan and the Alcan Subsidiaries taken as a whole, abandon or fail to diligently pursue any application for any licence, permit, order, authorization, consent, approval or registration;

(vi)acquire or commit to acquire any business or capital assets or group of related capital assets in the upstream business (through one or more related or unrelated acquisitions, including by way of merger, amalgamation, acquisition of stock or assets or otherwise) having a value in excess of $50,000,000 in the aggregate per quarter;

(vii)incur, or commit to incur, capital expenditures in excess of, in the case of capital expenditure for any upstream business, $50,000,000 in the aggregate per quarter or, in the case of capital expenditure for any downstream business, $25,000,000 in the aggregate per quarter;

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(viii)sell, lease, option, encumber or otherwise dispose of, or commit to sell, lease, option, encumber or otherwise dispose of, any upstream business or upstream assets or group of related upstream assets (through one or more related or unrelated transactions), including any interest in any of the mineral properties of Alcan or the Alcan Subsidiaries, having a value in excess of $50,000,000 in the aggregate per quarter;

(ix)except to finance working capital requirements and acquisitions or capital expenditures permitted by Sections 5.1(b)(vi) and (vii) or to refinance existing indebtedness, incur or commit to incur any indebtedness for borrowed money in excess of $200,000,000 in the aggregate per quarter;

(x)guarantee, endorse or otherwise become responsible for any liability, obligation or indemnity of any other person or other business organization other than those of Alcan, any Alcan Subsidiary or Alcan joint venture, in each case in the Ordinary Course;

(xi)enter into any material interest rate, currency, equity or commodity swaps, hedges, derivatives, forward sales contracts or other similar financial instruments except in the Ordinary Course;

(xii)make any changes to Alcan’s existing accounting policies other than as required by applicable Law, Securities Regulatory Authority or by GAAP;

(xiii)waive, release or amend in any respect which may reasonably be expected to result in an Adverse Event (i) any existing contractual rights in respect of any intellectual property or mineral properties of Alcan and the Alcan Subsidiaries, (ii) any licence, lease, contract or other document, or (iii) any other legal rights or claims, in each case, other than in relation to assets, properties, interests rights or claims that are not, individually or collectively, material to Alcan and the Alcan Subsidiaries taken as a whole;

(xiv)except as contemplated in Section 6.6, not enter into any transaction or perform any act which is reasonably likely to prevent or materially delay the successful completion of the acquisition of Common Shares by Rio Tinto pursuant to the Offer or the successful completion of a Compulsory Acquisition or Subsequent Acquisition Transaction;

(xv)not waive, modify or amend any provision of the Continuity Agreement, and promptly notify Rio Tinto of any request by any party for Alcan to do so if it becomes aware of any enquiry of Alcan or the Government of Quebec to enter into discussions or negotiations referenced in Section 10 of the Continuity Agreement;

(xvi)enter into an agreement or otherwise make any commitment to sell Alcan’s packaging division business and assets, any such transaction or

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transactions being hereby acknowledged not to be a transaction or transactions in the Ordinary Course or a Permitted Action;

(xvii)sell, lease, option, encumber or otherwise dispose of, or commit to sell, lease, option, encumber or otherwise dispose of, any downstream business or downstream assets or group of related downstream assets (through one or more related or unrelated transactions) having a value in excess of $100,000,000 in the aggregate, any such transaction or transactions being hereby acknowledged not to be a transaction or transactions in the Ordinary Course or a Permitted Action;

(xviii)purchase any assets in the downstream business having a value in excess of $100,000,000 in the aggregate, any such transaction or transactions being hereby acknowledged not to be a transaction or transactions in the Ordinary Course or a Permitted Action;

(xix)except as otherwise permitted by this Section 5.1, enter into an agreement or otherwise make any commitment to sell any of the assets of Alcan or any Alcan Subsidiary, any such transaction or transactions being hereby acknowledged not to be a transaction or transactions in the Ordinary Course or a Permitted Action; and

(xx)announce an intention, enter into any formal or informal agreement, or otherwise make a commitment to do any of the things prohibited by any of the foregoing.

(c)Each of Rio Tinto and Alcan agree to designate, promptly following the date hereof, two of its officers to an interim “Conduct of Business Committee” whose purpose shall be to address any request for prior consent of Rio Tinto required under the terms of this Section 5.1.  Decisions of the Conduct of Business Committee must be unanimous.  Meetings of the Conduct of Business Committee shall take place immediately before each meeting of the Board of Directors of Alcan and otherwise as may be necessary and convened on not less than 48 hours notice by any member of the Conduct of Business Committee.  Rio Tinto’s designees on the Conduct of Business Committee shall not unreasonably withhold, condition or delay their consent to actions requested to be approved.

5.2Conduct of Business by Rio Tinto

Prior to the earlier of the Effective Time and the termination of this Agreement, except with the prior written consent of Alcan or as otherwise expressly contemplated or permitted by this Agreement, Rio Tinto and its Subsidiaries (including Offeror) shall carry on business in the Ordinary Course and not enter into any transaction that would reasonably be expected to materially interfere with or be materially inconsistent with the successful completion of the acquisition of Common Shares by Offeror pursuant to the Offer or the successful completion of a Compulsory Acquisition or Subsequent Acquisition Transaction, including any transaction that would be a Class 1 Trasaction for Rio Tinto or which would render, or which may reasonably be expected to render, untrue or inaccurate in any material respect any of Rio

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Tinto, RTL or Offeror’s representations and warranties set forth in this Agreement and shall not announce an intention, enter into any formal or informal agreement, or otherwise make a commitment to do any of the things prohibited by the foregoing.

ARTICLE 6

OTHER COVENANTS

6.1Further Assurances

(a)Subject to the terms and conditions of this Agreement, Rio Tinto and Offeror, on the one hand, and Alcan, on the other, agree to co-operate in good faith and use all reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable (i) to consummate and make effective as promptly as is practicable the Offer, (ii) for the discharge by each party hereto of its respective obligations under this Agreement and the Offer, including its obligations under Applicable Securities Laws and Secondary Applicable Securities Laws, and (iii) to obtain all necessary waivers, consents, rulings, orders and approvals and to effect all necessary registrations and filings, including filings under applicable Laws and submissions of information requested by Governmental Entities, in connection with the Offer, including in each case the execution and delivery of such documents as the other party hereto may reasonably require.  Each party hereto, where appropriate, will reasonably co-operate with the other in taking such actions.

6.2Dividends and Distributions

If Alcan should declare or pay any cash dividend (other than its normal quarterly cash dividend per Common Share of $0.20 or less in accordance with Alcan’s current dividend policy, including as to timing of declaration and payment) or make any other cash distribution in respect of Common Shares after the date hereof, such dividend or distribution will, subject to Offeror’s take-up and payment for Common Shares pursuant to the Offer, be received and held by the depositing Alcan Shareholder for the account of Offeror and (i) to the extent that such cash dividends or cash distributions do not exceed the amount payable to the depositing Shareholder pursuant to the Offer, the amount payable to the depositing Shareholder will be reduced by the amount of any such dividend or distribution; and (ii) the amount by which any such cash dividend or cash distribution exceeds the amount payable to the depositing Alcan Shareholder shall be remitted promptly by the depositing holder to the Depositary or another person designated by Offeror for Offeror’s account accompanied by appropriate documentation of transfer.

6.3Regulatory Approvals

(a)In furtherance and not in limitation of Section 6.1(a) and subject to the other Subsections of this Section, to the extent such filing is its responsibility, Rio Tinto and Offeror, on the one hand, and Alcan, on the other, hereto agree to make:

(i)in so far as the transactions contemplated by the Offer and this Agreement are subject to review under Council Regulation (EC) No 139/2004, within 35 calendar days after the Alcan Information Delivery Date, a merger

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notification with the European Commission (“European Commission”) and, if required or deemed to be appropriate or advisable, notification to any competition agencies pursuant to the Laws of any applicable EC member states (“EC Member States”) in accordance with all applicable competition, merger control or antitrust Laws as promptly as reasonably practicable and to supply as promptly as reasonably practicable any additional information and documentary material that may be requested by the European Commission and/or any competition agencies under the EC Member States (“Member States Agencies”) and to take all other actions necessary, proper or advisable to cause the expiration or termination of any applicable waiting periods instituted by the European Commission and/or Member States Agencies, in order to complete the Offer, any Compulsory Acquisition and any Subsequent Acquisition Transaction as soon as reasonably practicable;

(ii)within 21 calendar days after the Alcan Information Delivery Date, the appropriate pre-merger notifications and/or application pursuant to Part IX of the Competition Act (Canada) (“Canadian Competition Act”) and any other submissions in connection with the Canadian Competition Act as may be appropriate and advisable and to promptly supply any additional information and documentary material that may be requested by the Canadian Commissioner of Competition (the “Canadian Commissioner”) and to take all other actions necessary, proper or advisable to cause the expiration or termination of any applicable waiting periods and to obtain any approval or notification required or sought to be obtained from the Canadian Commissioner, in order to complete the Offer, any Compulsory Acquisition and any Subsequent Acquisition Transaction as soon as reasonably practicable;

(iii)within 10 calendar days after the Alcan Information Delivery Date, the appropriate notification under the HSR Act and to supply as promptly as reasonably practicable any additional information and documentary material that may be requested by the U.S. Federal Trade Commission (the “FTC”) or the Antitrust Division of the U.S. Department of Justice (the “DOJ”) (the DOJ or the FTC being referred to as the “US Competition Authority”) pursuant to the HSR Act and to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act, in order to complete the Offer, any Compulsory Acquisition and any Subsequent Acquisition Transaction as soon as reasonably practicable;

(iv)within seven calendar days after the Alcan Information Delivery Date, any appropriate clearance application to the Australian Competition & Consumer Commission (“Australian Commission”) seeking approval clearance of the Contemplated Transactions for the purposes of Section 50 of the Trade Practices Act of 1974 (the “TP Act”) and to promptly supply

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any additional information and documentary material that may be requested by the Australian Commission and to take all other actions necessary, proper or advisable to cause the Australian Authority to provide informal clearance of the Offer, any Compulsory Acquisition and any Subsequent Acquisition Transaction, in order to complete the Offer, any Compulsory Acquisition and any Subsequent Acquisition Transaction as soon as reasonably practicable; and

(v)all filings considered necessary and appropriate by Rio Tinto or Offeror, acting reasonably, with any other Governmental Entity in accordance with all applicable competition, merger control or antitrust Laws and to promptly supply any additional information and documentary material that may be requested by any such Governmental Entities and to take all other actions necessary, proper or advisable to obtain any required approval of the Offer, any Compulsory Acquisition and any Subsequent Acquisition Transaction, in order to complete the Offer, any Compulsory Acquisition and any Subsequent Acquisition Transaction as soon as reasonably practicable.

Collectively, the clearances discussed in this Section 6.3(a), which, for greater certainty, do not include the clearances discussed in Section 6.3(d), are referred to as the “Competition Clearances”).

(b)It is understood that, with respect to those consents or clearances required from other Governmental Entities in order to complete the Offer, any Compulsory Acquisition or any Subsequent Acquisition Transaction, where (A) the assets, revenues or operations of each or both parties in the particular jurisdiction of any such other Governmental Entity are more than de minimis and (B) a party or any director, officer or employee of a party would be subject to criminal penalties for failure to obtain such consent or clearance from such other Governmental Entity (“Other Clearances”), the parties will develop mutually acceptable schedules to obtain such Other Clearances.

(c)In furtherance of the foregoing, Rio Tinto and Offeror agree that they shall (i) commit to or shall effect, by consent decree, hold separate orders, trust, or otherwise, the sale or disposition of such assets or businesses as may be required to be divested or take other required action in order to obtain all Competition Clearances, and (ii) use their best efforts to avoid the entry of, or effect promptly the dissolution of, any decree, order, judgment, injunction, temporary restraining order or other order in any suit or proceeding, that would otherwise have the effect of preventing or materially delaying the completion of the Offer, any Compulsory Acquisition and any Subsequent Acquisition Transaction. In addition, each party agrees to take promptly any and all steps necessary to vacate or lift any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with the European Commission, any Member State Agency, the Canadian Commissioner, the US Competition Authority, the Australian Commission or other governmental or regulatory authority relating to antitrust or competition law (collectively, the “Competition Agencies”) that would have the

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effect of making any of the Offer, any Compulsory Acquisition and any Subsequent Acquisition Transaction illegal or otherwise prohibiting or materially delaying their completion.

(d)Without limiting the generality of Section 6.1:

(i)within 10 calendar days after the Alcan Information Delivery Date, Offeror will make an application for review required under Part IV of the Investment Canada Act, and promptly take all other actions necessary, proper or advisable (including without limiting the generality of the foregoing, reasonable written undertakings to Her Majesty in right of Canada) to obtain as soon as reasonably practicable the notice from the Minister of Industry stating that he is satisfied that the investment contemplated by the Offer and this Agreement is likely to be of net benefit to Canada;

(ii)within seven calendar days after the Alcan Information Delivery Date, Rio Tinto and Offeror will make an application for a statement of no objection under the FAT Act and/or any other submissions, notifications or filings pursuant to such legislation as may be appropriate and advisable and to take all other actions necessary, proper or advisable (including without limiting the generality of the foregoing, reasonable written undertakings to the Treasurer of the Commonwealth of Australia) and to obtain as soon as reasonably practicable consent of the Treasurer of the Commonwealth of Australia under the FAT Act to the proposed acquisition by Offeror of Alcan and the Treasurer is taken to have so consented:

(A)if Rio Tinto or Offeror receive written advice from or on behalf of the Treasurer of the Commonwealth of Australia to the effect that the acquisition of Alcan is not inconsistent with the Australian Government’s foreign investment policy or is not objected to under the FAT Act; or

(B)if notice of the proposed acquisition of Alcan is given to the Treasurer of the Commonwealth of Australia and the Treasurer of the Commonwealth of Australia has ceased to be empowered to make any order under Part II of the FAT Act in relation to the proposed acquisition because of lapse of time;

(iii)within 21 calendar days after the Alcan Information Delivery Date, Rio Tinto, Offeror and Alcan shall jointly prepare and file with the Committee on Foreign Investment in the United States (“CFIUS”) a joint notice under the Exon-Florio amendment to the U.S. Defence Production Act of 1950, as amended (“Exon-Florio Act”), with respect to the transaction contemplated by this Agreement.  Offeror and Alcan shall provide CFIUS with any additional or supplemental information requested by CFIUS or its member agencies during the Exon-Florio Act review process.  Offeror and Alcan, in cooperation with each other, shall take all steps advisable,

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necessary or desirable to finally and successfully complete the Exon-Florio Act review process as promptly as practicable, and to secure written confirmation from CFIUS that it has no objection to completion of the acquisition;

(iv)within five calendar days after this Agreement is signed, Rio Tinto, Offeror and Alcan shall make all necessary filings or applications to the French Minister of Economy or any other relevant French Ministers involved in the French foreign investment process required to be made in connection with the completion of the Offer; and

(v)Rio Tinto, RTL and Offeror, on the one hand, and Alcan, on the other, will also supply as promptly as reasonably practicable any additional information and documentary material that may be reasonably requested by the Director of Investments or the Minister of Industry, the Treasurer of the Commonwealth of Australia, the CFIUS or its member agencies, and/or the French Minister of Economy or any other relevant French ministers involved in the said French foreign investment process, and in each case their designates, as the case may be (together “Foreign Investment Review Agencies”).

Collectively the clearances discussed in this Section 6.3(d) are referred to as “Foreign Investment Review Clearances”.

(e)Each of Rio Tinto, RTL and Offeror, on the one hand, and Alcan, on the other, shall in connection with Sections 6.3(a) and (d) use its reasonable commercial efforts, subject to all applicable Regulatory Laws relating thereto and to the exchange of privileged, confidential or competitively-sensitive information, to cooperate with the other party and coordinate its efforts with a view to adopting a joint approach with the other party with respect to the Competition Clearances, the Other Clearances and the Foreign Investment Review Clearances (whether related to preliminary discussions or formal compliance or filings) in connection with the Contemplated Transactions.  Without limiting the generality of the foregoing, each of Rio Tinto and Offeror, on the one hand, and Alcan, on the other, will cooperate and coordinate with the other party in exchanging information and supplying assistance that is reasonably requested for the Competition Clearances, the other Clearances and the Foreign Investment Review Clearances and, in particular:

(i)each party shall provide the other (or their external counsel in respect of competitively sensitive, privileged or confidential matters) with advanced copies and an opportunity to comment on all applications, notices, submissions, consents, filings, correspondence and material supplied to or filed with the Competition Agencies and/or the Foreign Investment Review Agencies, and copies of all notices, consents, rulings, orders, no-action letters, correspondence and material received from Competition Agencies or the Foreign Investment Review Agencies and any material

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communication received or given in connection with any proceeding by a private party; and

(ii)consult with the other party (or its external counsel in respect of competitively sensitive, privileged or confidential matters) in advance of any meeting or other discussions with Competition Agencies or the Foreign Investment Review Agencies concerning the Offer, any Compulsory Acquisition or any Subsequent Acquisition Transaction, and to the extent permitted by such Competition Agencies or Foreign Investment Review Agencies, permitting representatives of the other party (or their external counsel in respect of competitively sensitive, privileged or confidential matters) to attend such meetings and discussions.

(f)Without limiting the generality of Section 6.3(e), neither Offeror nor Alcan will take any unilateral action with Competition Agencies or the Foreign Investment Review Agencies without first consulting and using reasonable endeavours to reach agreement with the other party.

(g)Other than to the extent any Regulatory Laws expressly require Alcan or any of the Alcan Subsidiaries to obtain any consent of any Governmental Entity or to make any filing with any Governmental Entity, Rio Tinto and Offeror shall be solely responsible for making all such filings and otherwise pursuing all Competition Clearances, Other Clearances, Foreign Investment Review Clearances, and any other consents from Governmental Entities which are required to consummate the Offer, any Compulsory Acquisition or any Subsequent Acquisition Transaction or deemed by Rio Tinto or Offeror to be appropriate or advisable.  Alcan shall fully co-operate with Rio Tinto and Offeror in pursuing all Competition Clearances, Other Clearances, Foreign Investment Review Clearances and any other clearances contemplated by Sections 6.3(a) and (d) and to the extent it is so required to obtain a consent or make a filing it shall do so only after the prior review thereof and concurrence thereto by and in co-ordination with Rio Tinto and Offeror.

(h)All filing fees required in connection with the notification of the Offer, any Compulsory Acquisition or any Subsequent Acquisition Transaction or the application for or prosecution of any consent, approval, authorization, registration, filing or submission in accordance with this Section 6.3 shall be borne by Rio Tinto and/or Offeror.  Unless otherwise provided, all other fees, expenses and disbursements (including the costs of preparation of any such filings and fees and expenses of legal counsel) incurred in connection with the matters referred to in this Section 6.3 shall be borne by Rio Tinto and/or Offeror if incurred by or on its or their behalf and by Alcan if incurred by or on behalf of Alcan.

(i)Rio Tinto will indemnify Alcan, its Subsidiaries and their respective officers, directors, employees, agents, advisors and representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgements and penalties suffered or incurred by any of them in connection with or as a result of any filing made by Rio Tinto in connection with the Competition Clearances, Other Clearances and Foreign Investment Review Clearances and the Rio Tinto Circular, except to the extent that the information

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provided by Alcan under this Section 6.3 is not true, complete and correct as at the date such information was provided and, for the avoidance of doubt, nothing herein is intended to impose liability on Rio Tinto for actions taken by Competition Agencies to preclude alternative Acquisition Proposals in the event the Contemplated Transactions are not consummated.

6.4Notification of Material Information

Each of Rio Tinto and Offeror, on the one hand, and Alcan, on the other, shall promptly notify the other of them if at any time before the Expiry Time it becomes aware that any of the Offer Documents, the Rio Tinto Circular, the RTL Circular, the Recommendation Documents, the Schedule TO, the Schedule 14D-9, an application for an order, any registration, consent, circular or approval, registration statement or any other filing under companies, corporations, Applicable Securities Laws or Secondary Applicable Securities Laws contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Offer Documents, the Rio Tinto Circular, the Recommendation Documents, the Schedule TO, the Schedule 14D-9, such application, registration statement or filing, and each of Rio Tinto and Offeror, on the one hand and Alcan, on the other, shall co-operate in the preparation of any amendment or supplement to the Offer Documents, the Rio Tinto Circular, the Recommendation Documents, the Schedule TO, the Schedule 14D-9, application, registration statement or filing, as required.

6.5Continuity Agreement

(a)In light of the Board of Directors’ positive determination pursuant to paragraph 3 of the Continuity Agreement referred to in the recitals to this Agreement, Rio Tinto will, immediately after the execution of this Agreement, give notice to the Quebec Government pursuant to paragraph 7 of the Continuity Agreement that Rio Tinto has succeeded in demonstrating to the Board of Directors that the requirements of paragraph 3 of the Continuity Agreement have been met.

(b)Each of Rio Tinto and Offeror, on the one hand, and Alcan, on the other, shall cooperate with the Quebec Government and do all such things as are reasonable in order to obtain all required consents, approvals and non-objection from the Quebec Government pursuant to the Continuity Agreement.

6.6No Solicitation, Opportunity to Match, Etc.

(a)When used in this Agreement, the following terms shall have the following meanings:

“Acquisition Proposal” means any merger, take-over bid, amalgamation, plan of arrangement, business combination, consolidation, recapitalization, reorganization, tender offer, issuer bid, liquidation or winding-up or similar transaction or sale of assets, whether in a single transaction or a series of transactions, in respect of Alcan or the Alcan Subsidiaries involving (i) 20% or

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more of the consolidated assets of Alcan (other than a sale or other disposal of any or all of Alcan’s interests in its Packaging Business Group and related assets (the “Packaging Divestiture”)), (ii) 20% or more of the outstanding shares of any class of equity securities of Alcan or 20% or more of the voting or equity securities of any of the Alcan Subsidiaries whose assets, individually or in the aggregate, constitute 20% or more of the consolidated assets of Alcan (in each case other than a transaction involving Rio Tinto or Offeror), or (iii) any proposal or offer to, or public announcement of an intention to do so, or any amendment increasing the consideration to be paid pursuant to any existing proposal or offer to do so, any of the foregoing from any Person other than Rio Tinto or Offeror, excluding in the case of (i), (ii) and (iii) above the Packaging Divestiture; and

“Superior Proposal” means a bona fide Acquisition Proposal, that did not result from the wilful and intentional breach of this Section 6.6 by Alcan or any director or officer of Alcan or any representative acting at the direction of or on behalf of Alcan or any director or officer of Alcan, made by a third party to Alcan in writing after the date hereof, that offers the same amount of consideration on a per share basis to all Shareholders (subject to any prorationing per the terms of such offer), that the Alcan Board of Directors determines in good faith, after consultation with its financial and legal advisors, is more favourable to Shareholders from a financial point of view than the Offer, taking into account the form and amount of consideration, the likelihood and timing of completion and the other terms thereof (after due consideration of the legal, financial, regulatory and other aspects of such Acquisition Proposal and other factors deemed relevant by the Alcan Board of Directors); provided that for purposes of this definition, “Acquisition Proposal” shall have the meaning set forth above, except that the references in the definition thereof to “20% or more of the outstanding shares of any class of equity securities of Alcan” shall be deemed to be references to “a majority of all outstanding Shares” and references to “20% or more of the consolidated assets of Alcan” shall be deemed to be references to “all or substantially all of the consolidated assets of Alcan”.

(b)On and after the date of this Agreement, except as otherwise provided in this Agreement, Alcan shall not, directly or indirectly, through any officer, director, employee, representative (including for greater certainty any financial or other advisors) or agent of Alcan or any Alcan Subsidiary, (i) solicit, assist, initiate, knowingly encourage or otherwise facilitate (including by way of furnishing non-public information, permitting any visit to any facilities or properties of Alcan or any Alcan Subsidiary, including any material joint ventures or material mineral properties, or entering into any form of written or oral agreement, arrangement or understanding) any inquiries, proposals or offers regarding any Acquisition Proposal; (ii) engage in any discussions or negotiations regarding, or provide any confidential information with respect to, any Acquisition Proposal provided that for greater certainty, Alcan may advise any Person making an unsolicited Acquisition Proposal that such Acquisition Proposal does not constitute a Superior Proposal when the Alcan Board of Directors has so determined; (iii) withdraw, modify or qualify (or publicly propose to or publicly state that it intends to withdraw, modify or qualify) in any manner adverse to Rio Tinto or Offeror, the approval or

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recommendation of the Alcan Board of Directors of this Agreement or the Offer or recommend an Acquisition Proposal (any such action, a “Change in Alcan Recommendation”); (iv) approve or recommend, or remain neutral with respect to or propose publicly to approve or recommend, or remain neutral with respect to any Acquisition Proposal (it being understood that publicly taking no position or a neutral position with respect to an Acquisition Proposal until 15 calendar days following the formal commencement of such Acquisition Proposal shall not be considered a violation of this Section 6.6(b) unless such position has not been withdrawn by or before the end of such 15 calendar day period); or (v) accept or enter into, or publicly propose to accept or enter into, any letter of intent, agreement in principle, agreement, arrangement or undertaking related to any Acquisition Proposal.

(c)Notwithstanding Section 6.6(b) and any other provision of this Agreement, the Alcan Board of Directors shall be permitted to: (i) withdraw, modify or qualify (or propose to withdraw, modify or qualify) in any manner adverse to Rio Tinto or Offeror the approval or recommendation of the Offer; (ii) engage in discussions or negotiations with, or provide information pursuant to Section 6.6 to, any Person or governmental or regulatory authority and otherwise cooperate with and assist the Person making such Acquisition Proposal in response to an Acquisition Proposal by any such Person, if and only to the extent that: (i) it has received a bona fide written Acquisition Proposal from such Person and the Alcan Board of Directors reasonably determines, after consultation with its outside legal and financial advisers, that such Acquisition Proposal constitutes, or could reasonably be expected to lead to a Superior Proposal; (ii) in the case of clause (i) above, Alcan shall have complied with all other requirements of Section 6.6(g), (iii) the Alcan Board of Directors, after consultation with its outside legal advisors, determines in good faith that the failure to take such action would be inconsistent with its fiduciary duties under applicable Laws; (iv) in the case of clause (ii) above, prior to providing any information or data to such Person or governmental or regulatory authority in connection with such Acquisition Proposal, the Alcan Board of Directors receives from such Person an executed confidentiality agreement that contains provisions that are not less favourable to Alcan than those contained in the Confidentiality Agreement, except that such agreement need not contain any standstill restriction; and provided further that Alcan sends a copy of any such confidentiality agreement to Rio Tinto or Offeror promptly upon its execution and that Rio Tinto or Offeror are provided promptly with a list of, or in the case of information that was not previously made available to Rio Tinto or Offeror, copies of, any material information provided to such Person; and (v) in the case of clause (ii) above, prior to providing any information or data to any such Person or entering into discussions or negotiations with any such Person who has made an Acquisition Proposal, Alcan has complied with Section 6.6(e).

(d)Alcan will cease and cause to be terminated any existing solicitation, encouragement, activity, discussion or negotiation with any Person by Alcan or any Alcan Subsidiary or any of its or their representatives or agents with respect to any Acquisition Proposal, whether or not initiated by Alcan, and, in connection therewith, Alcan will discontinue access to any data rooms (virtual or otherwise) previously provided to any such Person and will request (and exercise all rights it has to require) the return or destruction of all information regarding Alcan and the Alcan Subsidiaries previously provided to any such person, including all material including or incorporating or otherwise reflecting any such

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information. Alcan shall not waive the application of the Rights Plan in favour of any third party. Prior to the date on which the Offer is commenced, Alcan shall confirm to Rio Tinto or Offeror that it has demanded that all third parties: (e) with whom Alcan has discussed any Acquisition Proposal; (f) to whom Alcan has delivered confidential information regarding Alcan; or (g) who have otherwise received any confidential information regarding Alcan, in each case since January 1, 2007, must either return any such confidential information or certify its destruction. Alcan shall not terminate, waive, amend or modify any provision of any existing confidentiality agreement relating to an Acquisition Proposal or any standstill agreement to which it is a party (except that Rio Tinto or Offeror acknowledge that the automatic termination of the standstill provisions of such agreements as a result of entering into or announcing this Agreement shall not be a violation of this Section 6.6).

(e)From and after the date of this Agreement, Alcan shall promptly (and in any event within 24 hours) notify Rio Tinto and Offeror, at first orally and then in writing, of any proposal, inquiry, offer, expression of interest (or any material amendment thereto) or request relating to any actual or potential Acquisition Proposal, an Acquisition Proposal, any request for discussions or negotiations, any request for representation on the Alcan Board of Directors and any request for non-public information relating to Alcan or any Alcan Subsidiary or any material joint venture received by Alcan’s directors, officers, representatives or agents, or any amendments to the foregoing. Such notice shall include a description of the terms and conditions of, and the identity of the Person making, any proposal, inquiry, offer (including any amendment thereto) or request. Alcan shall, at the reasonable request of Rio Tinto or Offeror, inform Rio Tinto or Offeror as to the status, including any change to the material terms, of any such proposal, inquiry, offer or request, or any amendment to any of the foregoing.

(f)The parties shall each use reasonable best efforts to agree to a form of communication to be issued by Alcan to its senior officers, directors, authorized employees, and those representatives and agents that assisted Alcan in the negotiation of the Contemplated Transactions to ensure that such Persons are aware of the provisions of Sections 6.6(b) to 6.6(e) hereof and agree to be bound thereby.

(g)Alcan shall not accept, approve or recommend, nor enter into any agreement relating to, an Acquisition Proposal (other than a confidentiality agreement contemplated by Section 6.6(c)(D) above) unless: (h) the Acquisition Proposal constitutes a Superior Proposal; (i) Alcan has complied in all material respects with Sections 6.6(e) through 6.6(h), inclusive; (j) Alcan has provided Rio Tinto and Offeror with notice in writing that there is a Superior Proposal together with a copy thereof (if not previously delivered) and all documentation related to and detailing the Superior Proposal (including a copy of the confidentiality agreement between Alcan and the Person making the Superior Proposal if not previously delivered) at least five business days prior to the date on which the Alcan Board of Directors proposes to accept, approve, recommend or to enter into any agreement relating to such Superior Proposal; (k) Alcan causes its financial and legal advisers to negotiate in good faith with Rio Tinto and Offeror during such five business day period (so long as and to the extent that Rio Tinto or Offeror is negotiating improvements in the terms and conditions of its Offer in good faith) to allow Rio Tinto and Offeror to make such improvements in the terms and conditions of the Offer so that such Acquisition Proposal ceases to constitute a Superior Proposal; (v) five

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business days shall have elapsed from the later of the date (the “Notice Date”) Rio Tinto or Offeror received notice of Alcan’s proposed determination to accept, approve, recommend or to enter into any agreement relating to such Superior Proposal, and the date Rio Tinto or Offeror received a copy of the written proposal in respect of the Acquisition Proposal and, if Rio Tinto or Offeror has proposed to amend the terms of the Offer in accordance with Section 6.6(h), the Alcan Board of Directors (after consultation with its financial and legal advisors) shall have determined in good faith that the Acquisition Proposal is a Superior Proposal compared to the proposed amendment to the terms of the Offer by Rio Tinto or Offeror; (vi) Alcan concurrently terminates this Agreement pursuant to Section 7.1(k); and (vii) Alcan has previously, or concurrently will have, paid to Rio Tinto or Offeror the Alcan Termination Fee.

(h)Alcan acknowledges and agrees that, during the five business day period referred to in Section 6.6(g) or such longer period as Alcan may approve for such purpose (the “Matching Period”), Rio Tinto or Offeror shall have the opportunity, but not the obligation, to propose to amend the terms of the Offer. The Alcan Board of Directors will review any proposal by Rio Tinto or Offeror to amend the terms of the Offer in order to determine, in good faith in the exercise of its fiduciary duties, whether the proposal of Rio Tinto or Offeror to amend the Offer would result in the Acquisition Proposal not being a Superior Proposal compared to the proposed amendment to the terms of the Offer.

(i)The Alcan Board of Directors shall promptly reaffirm its recommendation of the Offer by press release after: (x) any Acquisition Proposal (which is determined not to be a Superior Proposal) is publicly announced or made; or (y) the Alcan Board of Directors determines that a proposed amendment to the terms of the Offer would result in the Acquisition Proposal not being a Superior Proposal, and Offeror has so amended the terms of the Offer of Rio Tinto and Offeror and their counsel and other advisors shall be given a reasonable opportunity to review and comment on the form and content of any such press release.

(j)Nothing in this Agreement shall prevent the Alcan Board of Directors from responding through a directors’ circular or otherwise as required by Applicable Securities Laws to an Acquisition Proposal that it determines is not a Superior Proposal. Furthermore, nothing in this Agreement shall prevent the Alcan Board of Directors or any committee thereof from taking any action, from withdrawing, modifying or qualifying its approval or recommendation of the Offer or this Agreement or from making any disclosure to any securityholders of Alcan if, in the good faith judgment of the Alcan Board of Directors, after consultation with its legal advisors, failure to take such action or make such disclosure would be inconsistent with the Alcan Board of Directors’ exercise of its fiduciary duties or such action or disclosure is otherwise required under applicable Law. The Alcan Board may not make such a change in recommendation pursuant to the preceding sentence unless Alcan gives Rio Tinto and Offeror at least two (2) Business Days prior written notice of its intention to make such a change in recommendation, provided that, for greater certainty, the foregoing limitation shall not apply in respect of any actions taken under Section 6.6(g).

(k)Each successive material modification (including any increase in the proposed price) of any Acquisition Proposal shall constitute a new Acquisition Proposal for purposes of this Section 6.6, provided that the Matching Period in respect of such new Acquisition Proposal

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shall extend only until the later of the end of the initial five Business Day Matching Period and three (3) Business Days after the Notice Date in respect of the new Acquisition Proposal.

6.7Notification of Certain Matters

Each of Rio Tinto and Offeror, on the one hand, and Alcan, on the other, shall give prompt notice to the other of: (a) the occurrence or failure to occur of any event, which occurrence or failure would cause, in the case of Rio Tinto or Offeror, any representation or warranty on its part contained in this Agreement to be untrue or inaccurate at any time from the date hereof to the Effective Time; and (b) any failure of such party, or any officer, director, employee, representative or agent thereof, to comply with or satisfy any covenant, obligation, condition or agreement to be complied with or satisfied by it hereunder; provided that a default by Alcan in giving notice hereunder shall not be deemed to be of material significance to Rio Tinto in the context of the Offer.

6.8Access by Rio Tinto and Offeror

Upon reasonable notice and subject to the Confidentiality Agreement, Alcan agrees to provide Rio Tinto and Offeror and their representatives with reasonable access (without disruption to the conduct of Alcan’s business) during normal business hours to all books, records, information and other materials in its possession and access to the personnel of Alcan and the Alcan Subsidiaries on an as reasonably requested basis as well as reasonable access to the properties of Alcan and the Alcan Subsidiaries in order to allow Rio Tinto and Offeror, for strategic planning and integration, for the structuring of any Pre-Acquisition Reorganization, for purposes of applying for the Competition Clearances, Other Clearances and the Foreign Investment Review Clearances, for the preparation of the Rio Tinto Circular and for any other reasons reasonably relating to the contemplated combination of Rio Tinto and Alcan. Nothing in the foregoing or any other provision of this Agreement shall require Alcan to disclose information which it is prohibited from disclosing pursuant to a written confidentiality agreement or confidentiality provision of an agreement with a third party or to provide Rio Tinto or Offeror with access to any information or property where Alcan is contractually or legally prohibited from so doing.

6.9Officers’ and Directors’ Insurance and Indemnification

Rio Tinto agrees that for the period from the Effective Time until seven years after the Effective Time, Rio Tinto will cause Alcan or any successor to Alcan to maintain Alcan’s current directors’ and officers’ insurance policies or policies reasonably equivalent subject in either case to terms and conditions no less advantageous to the directors and officers of Alcan than those contained in the policy in effect on the date hereof, for all present and former directors and officers of Alcan and the Alcan Subsidiaries, covering claims made prior to or within seven years after the Effective Time. Alternatively, at the discretion of Rio Tinto, Rio Tinto may cause Alcan to purchase as an extension to Alcan’s current insurance policies, pre-paid, non-cancellable run-off directors’ and officers’ liability insurance providing such coverage for such persons on terms no less advantageous to those contained in Alcan’s current insurance policies. From and after the Effective Date, Rio Tinto shall cause Alcan to indemnify the current

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and former directors and officers of Alcan and the Alcan Subsidiaries to the fullest extent to which Alcan is permitted to indemnify such officers and directors under applicable Law.

6.10Shareholder Claims

Alcan shall notify Rio Tinto and Offeror forthwith of any claim brought by (or threatened to be brought by) any present, former or purported holder of any securities of Alcan in connection with the Offer prior to the Effective Time. Alcan shall consult with Rio Tinto and Offeror prior to settling any such claim prior to the Effective Time and shall not settle or compromise, or agree to settle or compromise any such claim prior to the Effective Time without the prior written consent of Rio Tinto and Offeror.

6.11Required Securities Law Approvals

Rio Tinto and Offeror will promptly take such action, including obtaining any exemption orders, consents or approvals or filing any such documents, as may be required under Applicable Securities Laws to permit Offeror to make the Offer and perform Offeror’s other obligations hereunder, and Alcan shall co-operate in good faith in connection with any such action by Offeror.

6.12Reorganization

(a)Offeror (and its advisors) and Alcan (and its advisors) shall co-operate to identify opportunities to maximize tax efficiencies which may be available in connection with the Contemplated Transactions. If Offeror and Alcan identify such opportunities by September 30, 2007, they shall determine the manner in which they would most effectively be undertaken, including by way of reorganizations of Alcan’s business, operations and assets (each a “Pre-Acquisition Reorganization”) and Alcan shall use all commercially reasonable efforts to implement, with effect prior to Take-Up, such Pre-Acquisition Reorganizations. Notwithstanding the foregoing, it is agreed and understood that Alcan shall have no obligation to plan for or implement a Pre-Acquisition Reorganization unless the following conditions have been met:

(i)any Pre-Acquisition Reorganization shall not delay, impair or impede the completion of the Offer, any Compulsory Acquisition Transaction, any Subsequent Acquisition Transaction or the ability of Offeror and Rio Tinto to obtain any financing required by it in connection with the Contemplated Transactions;

(ii)any Pre-Acquisition Reorganization shall not unreasonably interfere in the ongoing operations of Alcan or any of its Subsidiaries;

(iii)any Pre-Acquisition Reorganization shall not require any filings with, notifications to or approvals of any Governmental Authority or third party (other than obtaining such Tax rulings, and filing such Tax elections or notifications, as Alcan shall agree are feasibly done and necessary in the circumstances);

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(iv)any Pre-Acquisition Reorganization shall not require Alcan or any Subsidiary to contravene any Laws, their respective organizational documents or any Contract;

(v)any Pre-Acquisition Reorganization shall not become effective unless Offeror shall have waived or confirmed in writing the satisfaction of all conditions in its favour under Schedule A and shall have confirmed in writing that it is prepared to immediately thereafter and without condition proceed to Take-Up;

(vi)Alcan and its Subsidiaries shall not be obligated to take any action that could result in any Taxes being imposed on, or any adverse Tax or other consequences to, any securityholder of Alcan incrementally greater than the Taxes or other consequences to such party in connection with the consummation of the Offer, and Compulsory Acquisition or any Subsequent Acquisition Transaction in the absence of any Pre-Acquisition Reorganization; and

(vii)Alcan, its Subsidiaries and their respective officers, directors, employees, agents, advisors and representatives shall have received an indemnity, in form and substance satisfactory to Alcan, acting reasonably, from Offeror from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgements and penalties suffered or incurred by any of them in connection with or as a result of any Pre-Acquisition Reorganization.

(b)The determination as to whether the conditions set out in Section 6.12 (a) have or will be satisfied shall be that of Alcan, in its sole discretion. Offeror acknowledges and agrees that the planning for and implementation of any Pre-Acquisition Reorganization shall not be considered a breach of any covenant under this Agreement and shall not be considered in determining whether a representation or warranty of Alcan hereunder has been breached. Where Alcan agrees to proceed with a Pre-Acquisition Reorganization, Offeror and Alcan shall, at the expense of Offeror, work cooperatively and use commercially reasonable efforts to prepare prior to Take-Up, all documentation necessary and do such other acts and things as are necessary to give effect to such Pre-Acquisition Reorganizations. For greater certainty, Alcan shall not be liable for any failure to properly implement any Pre- Reorganization Transaction or for the failure of Offeror to benefit from any anticipated tax efficiency.

(c)Alcan shall not knowingly and shall ensure that no Alcan Subsidiary shall knowingly take any action or enter into any transaction, other than a transaction contemplated by this Agreement or a transaction undertaken in the ordinary course of business consistent with past practice, that could reasonably be expected to have the effect of reducing or eliminating the amount of the tax cost “bump” pursuant to paragraphs 88(1)(c) and (d) of the Tax Act otherwise available to Offeror and its successors and assigns in respect of the non-depreciable capital properties owned by Alcan and the Alcan Subsidiaries as of the date of this Agreement or acquired by such entities subsequent to the date of this Agreement in accordance with the terms

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of this Agreement, without first consulting with Offeror and Rio Tinto on same. Alcan will use it reasonable efforts to address the reasonable concerns of Offeror in regards to such provisions prior to taking or allowing its Subsidiary to take such action or transaction.

6.13Rio Tinto Shareholders Approval

(a)As promptly as reasonably practicable after the execution of this Agreement, but no later than the date that is eight weeks following the Alcan Information Delivery Date, Rio Tinto shall convene and hold or cause to be convened and held the Rio Tinto Shareholder Meeting. Rio Tinto undertakes that the Rio Tinto Circular sent to shareholders of Rio Tinto and of RTL will incorporate a unanimous and unqualified recommendation from the board of directors of Rio Tinto or RTL respectively to vote in favour of the resolutions to be proposed at the Rio Tinto Shareholder Meeting. The information that is required by Rio Tinto from Alcan for the purposes of preparing the Rio Tinto Circular is described in Schedule D.

(b)Rio Tinto shall procure that the boards of directors of Rio Tinto and RTL shall not withdraw, modify or qualify (or publicly propose to or publicly state that they intend to withdraw, modify or qualify) in any manner adverse to Alcan the  recommendations referred to in Section 6.13(a) (any such action, a “Change in Rio Tinto Recommendation”) and shall after the announcement of any transaction which if consummated would change the control of Rio Tinto promptly re-affirm its recommendation, except if, in the good faith judgment of the Rio Tinto board of directors, after consultation with its legal advisors, failure to take such action would be inconsistent with the board of directors’ fiduciary duties under applicable Law.

(c)Rio Tinto shall procure that the boards of directors of each of Rio Tinto and RTL shall take all reasonable action to solicit that the shareholders of Rio Tinto and RTL approve the acquisition of the Common Shares by Offeror pursuant to the Offer provided that no Change in Rio Tinto Recommendation has been made.

ARTICLE 7

TERMINATION, AMENDMENT AND WAIVER

7.1Termination

This Agreement may be terminated at any time prior to the Effective Time:

(a)by mutual written consent of the parties hereto;

(b)by Rio Tinto if:

(i)the Minimum Tender Condition shall not be satisfied at the Expiry Time of the Offer, provided such Expiry Time is not required to be extended by Offeror pursuant to this Agreement; or

(ii)any other condition of the Offer shall not be satisfied or waived at the Expiry Time of the Offer and Offeror shall not elect to waive such condition;

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(c)by Rio Tinto or Alcan, if Offeror does not take up and pay for the Common Shares deposited under the Offer by a date that is six months following the date of mailing of the Offer (as it may be extended, the “Outside Date”), provided that the right to terminate this Agreement pursuant to this clause shall not be available to the party seeking to terminate if any action of such party or its affiliates, or any failure of such party or its affiliates to perform any of its obligations under this Agreement required to be performed by it, shall have resulted in a condition contained in Schedule A to this Agreement not having been satisfied prior to the Outside Date; provided, however, that if Offeror’s take up and payment for Common Shares deposited under the Offer is delayed by an injunction or order made by a Governmental Entity of competent jurisdiction, or Offeror not having obtained any waiver, consent or approval of any Governmental Entity which is necessary to permit Offeror to take up and pay for Common Shares deposited under the Offer, then, provided that such injunction or order is being contested or appealed or such waiver, consent or approval is being actively sought, as applicable, this Agreement shall not be terminated by Alcan pursuant to Section 7.1(c) until the tenth Business Day following the date on which such injunction or order ceases to be in effect or such waiver, consent or approval is obtained or six months from the date of mailing of the Offer, whichever occurs first;

(d)by Rio Tinto or Alcan, if any court of competent jurisdiction or other governmental authority shall have issued an order, decree or ruling permanently restraining or enjoining or otherwise prohibiting any of the transactions contemplated herein (unless such order, decree or ruling has been withdrawn, reversed or otherwise made inapplicable) which order, decree or ruling is final and non-appealable;

(e)by Rio Tinto, if:

(i)Alcan is in material default under any covenant or obligation under this Agreement; or

(ii)any representation or warranty made by Alcan under this Agreement shall have been at the date hereof untrue or incorrect or, shall have become untrue or incorrect in any material respect at any time prior to the Expiry Time, except for such inaccuracies in the representations and warranties which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect in respect of Alcan and would not materially and adversely affect the ability of Offeror to proceed with the Offer or any Compulsory Acquisition or Subsequent Acquisition Transaction or, if the Offer or any Compulsory Acquisition or Subsequent Acquisition Transaction were consummated, reasonably be expected to have a Material Adverse Effect on Rio Tinto,

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and such default or inaccuracy in clauses (i) or (ii) is not curable or, if curable, is not cured by the earlier of the date which is 15 days from the date of written notice of such breach and the Expiry Time;

(f)

(i)by Rio Tinto or Alcan if Rio Tinto’s shareholders and RTL’s shareholders shall not have approved the acquisition of the Common Shares pursuant to the Offer at the Rio Tinto Shareholder Meeting (or any adjournment or postponement thereof); or

(ii)by Alcan if the Rio Tinto Shareholder Meeting shall not have occurred by the date that is nine weeks after the delivery by Alcan of the information set forth in Schedule D;

(g)           by Alcan, if any representation or warranty of Rio Tinto or Offeror under this Agreement is untrue or incorrect in any material respect at any time prior to the Expiry Time and such inaccuracy is reasonably likely to prevent, restrict or materially delay consummation of the Offer and is not curable or, if curable, is not cured by the earlier of the date which is 15 days from the date of written notice of such breach and the Expiry Time;

(h)by Alcan, if Rio Tinto or Offeror is in material default of any covenant or obligation under this Agreement and such default is not curable or, if curable, is not cured by the earlier of the date which is 15 days from the date of written notice of such breach and the Expiry Time;

(i)by Rio Tinto, if:

(i)the Board of Directors fails to publicly reaffirm its approval of the Offer in accordance with Section 6.6(i);

(ii)the Board of Directors or any committee thereof withdraws, modifies, changes or qualifies its approval or recommendation of this Agreement or the Offer in any manner adverse to Rio Tinto or Offeror; or

(iii)the Board of Directors or any committee thereof recommends or approves or publicly proposes to recommend or approve an Acquisition Proposal;

(j)by Alcan, if the board of directors of Rio Tinto or RTL shall have effected a Change in Rio Tinto Recommendation or if, following the date hereof and prior to the termination of this Agreement, a transaction is announced which, if consummated, would result in a change of control of Rio Tinto and the shareholders of Rio Tinto and RTL do not approve the acquisition of the Common Shares pursuant to the Offer at the Rio Tinto Shareholder Meeting; and

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(k)by Alcan, if Alcan proposes to enter into a definitive agreement with respect to a Superior Proposal in compliance with the provisions of Section 6.6(g), provided that Alcan has previously, or concurrently will have paid to, Rio Tinto the Rio Tinto Termination Payment and further provided that Alcan has not breached in a material respect any of its covenants, agreements or obligations in this Agreement.

7.2Termination and Expense Reimbursement Payments

(a)Rio Tinto shall be entitled to a cash termination payment in an amount equal to $1,049 million less the amount of any non-resident withholding Tax required by Laws relating to Taxes to be withheld which is promptly remitted to the relevant Governmental Authority (the “Rio Tinto Termination Payment”), upon the occurrence of any of the following events (each a “Rio Tinto Termination Payment Event”) which shall be paid by Alcan within the time specified in respect of each such Rio Tinto Termination Payment Event:

(i)this Agreement is terminated by Rio Tinto pursuant to Section 7.1(i), in which case the Rio Tinto Termination Payment shall be paid to Rio Tinto forthwith and in any event no later than 1:00 p.m. (Montreal time) on the first Business Day following the termination date;

(ii)this Agreement is terminated by Alcan pursuant to Section 7.1(k), in which case the Rio Tinto Termination Payment shall have been paid to Rio Tinto forthwith and in any event no later than 1:00 p.m. (Montreal time) on the first Business Day following the termination date;

(iii)this Agreement is terminated by Rio Tinto pursuant to Section 7.1(b)(i) or 7.1(c) in each case if following the date hereof and prior to the termination of this Agreement, an Acquisition Proposal is made and within 12 months following the termination of this Agreement, an Acquisition Proposal is consummated, in which case the Rio Tinto Termination Payment shall be paid to Rio Tinto on the earlier of the date the Acquisition Proposal is consummated and the date the Acquisition Proposal is approved or recommended or entered into or agreed to;

provided, in each case, that neither Rio Tinto nor Offeror is in default in the performance of its obligations under this Agreement to a degree that is of material significance to Alcan.

(b)Unless the Rio Tinto Termination Payment is paid, Rio Tinto shall be entitled to an expense reimbursement payment of $200 million (the “Rio Tinto Expense Reimbursement Payment”) if this Agreement is terminated pursuant to Section 7.1(b)(i).

(c)Where the Rio Tinto Termination Payment or the Rio Tinto Expense Reimbursement Payment is payable, payment shall be made by Alcan to Rio Tinto by wire transfer in immediately available funds to an account specified by Rio Tinto. For greater certainty, the obligations of Alcan under this Section 7.2 shall survive the termination of this Agreement, regardless of the circumstances thereof.

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(d)Subject to Section 7.3, Alcan acknowledges that the amounts set out in Sections 7.2(a) and 7.2(b) in respect of the Rio Tinto Termination Payment and the Rio Tinto Expense Reimbursement Payment represent liquidated damages which are a genuine pre-estimate of the damages, including opportunity costs, which Rio Tinto will suffer or incur as a result of the event giving rise to such damages and resultant termination of this Agreement, and are not a penalty. Alcan irrevocably waives any right it may have, under Article 1623 of the Civil Code of Québec or otherwise, to raise as a defence that any such liquidated damages are excessive or punitive.

(e)Alcan shall be entitled to a cash termination payment in an amount equal to the lesser of $1,049 million and one percent of the market capitalization of Rio Tinto at the date such payment becomes due and payable less the amount of any non-resident withholding Tax required by Laws relating to Taxes to be withheld which is promptly remitted to the relevant Governmental Authority (the “Alcan Termination Payment”) if this Agreement is terminated: (i) by Alcan pursuant to Section 7.1(j); or (ii) (X) by Alcan pursuant to Section 7.1(f)(ii), or (Y) by Rio Tinto or Alcan pursuant to Section 7.1(f)(i) in each case ((X) or (Y)) after a transaction is announced which, if consummated, would result in a change of control of Rio Tinto, in which case the Alcan Termination Payment shall be paid by Rio Tinto to Alcan forthwith and in any event no later than 1:00 p.m. (Montreal time) on the first Business Day following such termination date, provided that Alcan is not in default in the performance of its obligations under this Agreement to a degree that is of material significance to Rio Tinto or the Offeror.

(f)Unless the Alcan Termination Payment is paid, Alcan shall be entitled to an expense reimbursement payment of $200 million (the “Alcan Expense Reimbursement Payment”) payable by Rio Tinto if this Agreement is terminated by Alcan pursuant to Section 7.1(f).

(g)Where the Alcan Termination Payment or the Alcan Expense Reimbursement Payment is payable, payment shall be made by Rio Tinto to Alcan by wire transfer in immediately available funds to an account specified by Alcan. For greater certainty, the obligations of Rio Tinto under this Section 7.2 shall survive the termination of this Agreement, regardless of the circumstances thereof.

(h)Subject to Section 7.3, Rio Tinto acknowledges that the amounts set out in Sections 7.2(e) and 7.2(f) in respect of the Alcan Termination Payment and the Alcan Expense Reimbursement Payment represent damages which are a genuine pre-estimate of the loss, including opportunity costs, which Alcan will suffer or incur as a result of the event giving rise to such loss and resultant termination of this Agreement, and are not a penalty. Rio Tinto and Offeror irrevocably waive any right they may have, under Article 1623 of the Civil Code of Québec or otherwise, to raise as a defence that any such damages are excessive or punitive.

7.3Effect of Termination

For greater certainty, the parties agree that all of the payment amounts set out in Section 7.2 are the sole remedy in compensation or damages of, in the case of the Rio Tinto Termination Payment and the Rio Tinto Expense Reimbursement Payment, Rio Tinto and its affiliates or, in the case of the Alcan Termination Payment and the Alcan Expense

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Reimbursement Payment, Alcan and its affiliates, in any case with respect to the event or events giving rise to the termination of this Agreement and the resulting payment of such amounts; provided, however, that nothing contained in this Section 7.3, and no payment under Section 7.2, shall relieve or have the effect of relieving any party in any way from liability for damages incurred or suffered by a party as a result of an intentional or wilful breach of this Agreement, including the intentional or wilful making of a misrepresentation in this Agreement (including the Schedules hereto). Nothing herein shall preclude a party from seeking an injunction to restrain any breach or threatened breach of the covenants or obligations set forth in this Agreement or otherwise to obtain specific performance of any such covenants or obligations, without the necessity of posting bond or security in connection therewith. In the event of the termination of this Agreement as provided in Section 7.1 this Agreement shall be of no further force or effect, except that Section 7.2, this Section 7.3 and Article 8 (General Provisions) shall survive the termination of this Agreement, and no termination of this Agreement shall affect the obligations of Rio Tinto contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms.

7.4Amendment

This Agreement may not be amended except by an instrument signed by each of the parties hereto.

7.5Waiver

At any time prior to the termination of this Agreement pursuant to Section 7.1, any party hereto may:  (a) extend the time for the performance of any of the obligations or other acts of any other party hereto; or (b) waive compliance with any of the agreements of the other party or with any conditions, subject to Section 2.1(f), to its own obligations, in each case only to the extent such obligations, agreements and conditions are intended for its benefit.

ARTICLE 8

GENERAL PROVISIONS

8.1Further Assurances

Rio Tinto and Offeror, on the one hand, and Alcan, on the other, shall with reasonable diligence do all such things and provide all such reasonable assurances as may be required to consummate the transactions contemplated by this Agreement, and each party shall provide such further documents or instruments required by any other party as may be reasonably necessary or desirable to effect the purpose of this Agreement and carry out its provisions.

8.2Expenses

Subject to Section 6.3(h) and 7.2, Rio Tinto and Offeror, on the one hand, and Alcan, on the other, agree that all costs and expenses of the parties relating to the Offer and the transactions contemplated hereby, including legal fees, accounting fees, financial advisory fees, regulatory filing fees, stock exchange fees, all disbursements of advisors and printing and mailing costs, shall be paid by the party incurring such expenses.

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8.3Advisors

Rio Tinto and Offeror, on the one hand, and Alcan, on the other, represent and warrant to the other that, with the exception of Deutsche Bank AG and CIBC World Markets Inc. and their affiliates, for whose fees and expenses Rio Tinto and/or Offeror shall be solely liable, and the Financial Advisor, UBS Securities Canada Inc., JP Morgan Securities Inc. and RBC Capital Markets Inc. and their affiliates, for whose fees and expenses Alcan shall be solely liable, no securityholder, director, officer, employee, consultant, broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission, or to the reimbursement of any of its expenses, in connection with the Offer or any similar transaction based upon arrangements made by or on behalf of Rio Tinto, Offeror or Alcan, as the case may be.

8.4Public Statements

Except as required by applicable Law, Applicable Securities Laws or Secondary Applicable Securities Laws, or applicable stock exchange requirements, Rio Tinto and Offeror, on the one hand, and Alcan, on the other, agree not to make any public announcement or statement with respect to the Offer or this Agreement without the approval of the other, such approval not to be unreasonably withheld or delayed. Moreover, in any event, each of Rio Tinto and Offeror, on the one hand, and Alcan, on the other, agrees to give prior notice to the other of any public announcement relating to the Offer or this Agreement and agrees to consult with each other prior to issuing each such public announcement.

8.5Confidentiality

All information of a confidential nature relating to Rio Tinto or Offeror or their business, on the one hand, and Alcan or its business, on the other, that is disclosed to the other in accordance with this Agreement or in connection with the Offer and the Contemplated Transactions shall be held in confidence by the receiving party and shall not be disclosed to any person or the public except with the prior written consent of the disclosing party, acting reasonably. Such consent shall not apply to the disclosure of confidential information as required by applicable Law, provided that (a) only the confidential information that is legally required may be disclosed, and (b) the party making such disclosure as required by applicable Law shall consult with the party who disclosed the confidential information in accordance with this Agreement or in connection with the Offer and the transactions contemplated herein and co-operate with such party who disclosed the confidential information to obtain a protective order or other remedy. For greater certainty, these provisions are in addition to the provisions of the Confidentiality Agreement.

8.6Remedies

Subject to Section 7.3, Rio Tinto and Offeror, on the one hand, and Alcan, on the other, acknowledge and agree that an award of money damages would be inadequate for any breach of this Agreement by the other or its representatives and any such breach would cause the non-breaching party irreparable harm. Accordingly, Rio Tinto and Offeror, on the one hand, and Alcan, on the other, agree that, in the event of any breach or threatened breach of this Agreement by one of the parties, the non-breaching party will be entitled, without the requirement of posting

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a bond or other security, to equitable relief, including injunctive relief and specific performance. Such remedies will not be the exclusive remedies for any breach of this Agreement but will be in addition to all other remedies available at law to the other.

8.7Notices

Any notice, consent, waiver, direction or other communication required or permitted to be given under this Agreement by a party shall be in writing and may be given by delivering the same or sending the same by facsimile transmission or by delivery addressed to the party to which the notice is to be given at its address for service herein. Any notice, consent, waiver, direction or other communication aforesaid shall, if delivered, be deemed to have been given and received on the date on which it was delivered to the address provided herein (if a Business Day, if not, the next succeeding Business Day) and if sent by facsimile transmission be deemed to have been given and received at the time of receipt (if a Business Day, if not the next succeeding Business Day) unless actually received after 4:30 p.m. (Montreal time) at the point of delivery in which case it shall be deemed to have been given and received on the next Business Day.

The address for service for each of the parties hereto shall be as follows:

(a)if to Alcan:

Alcan Inc.
1188 Sherbrooke Street West
Montreal, Quebec
Canada H3A 3G2

Attention:David McAusland
Executive Vice-President, Corporate Development
and Chief Legal Officer

Fax:+1 (514) 848-1341

with a copy (which shall not itself constitute notice) to:

Ogilvy Renault LLP
Suite 1100
1981 McGill College Avenue
Montréal, Quebec
Canada H3A 3C1

Attention:Norman M. Steinberg/Francis R. Legault

Fax:+1 (514) 286-5474

Sullivan & Cromwell LLP
1870 Embarcadero Road
Palo Alto, California 94303-3308
United States

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Attention:Scott C. Miller
Fax: (650) 461-5700

and

Attention:George J. Sampas
Fax: (212) 558-3588

(b)if to Rio Tinto:

Rio Tinto plc
6 St James’s Square
London, SW1Y 4LD
United Kingdom

Attention:Guy Elliott, Finance Director

Fax No.:+44 20 7753 2200

with a copy (which shall not itself constitute notice) to:

McCarthy Tétrault LLP
Suite 3300
421-7th Avenue SW
Calgary, Alberta
Canada T2P 4K9

Attention:Owen A. Johnson

Fax:+1 (403) 260 3501

and

Attention:René Sorell

Fax:+1 (416) 868-0673

(c)if to Offeror:

Rio Tinto Canada Holding Inc.
Suite 1800
770 Sherbrooke Street West
Montreal, Quebec
Canada H3A 1G1

Attention:Michel Jutras

Fax No.:+1 (514) 286-9336

with a copy (which shall not itself constitute notice) to each of:

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Rio Tinto plc

6 St James’s Square
London, SW1Y 4LD
United Kingdom

Attention:Guy Elliott, Finance Director

Fax No.:+44 20 7753 2200

and

McCarthy Tétrault LLP
Suite 3300
421-7th Avenue SW
Calgary, Alberta
Canada T2P 4K9

Attention:Owen A. Johnson

Fax:+1 (403) 260 3501

8.8Severability

If any term, provision, covenant, obligation or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants, obligations and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated and Rio Tinto and Offeror, on the one hand, and Alcan, on the other, shall negotiate in good faith to modify the agreement to preserve each other’s anticipated benefits under this Agreement.

8.9Entire Agreement, Assignment and Governing Law

(a)This Agreement (together with all other documents and instruments referred to herein) constitutes the entire agreement and, other than the Confidentiality Agreement, supersedes all other prior agreements and undertakings, both written and oral, among Rio Tinto and Offeror, on the one hand, and Alcan, on the other, with respect to the subject matter hereof.

(b)This Agreement shall not be assigned by operation of Law or otherwise without the prior written consent of all parties thereto.

(c)This Agreement shall be governed in all respects, including validity, interpretation and effect, by the Laws of the Province of Québec and the federal Laws of Canada applicable therein, without giving effect to any principles of conflict of Laws thereof which would result in the application of the Laws of any other jurisdiction, and all actions and proceedings arising out of or relating to this Agreement shall be heard and determined exclusively in the courts of the Province of Québec.

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8.10Contra Proferentem

Rio Tinto and Offeror, on the one hand, and Alcan, on the other, waive the application of any rule of Law which otherwise would be applicable in connection with the construction of this Agreement that ambiguous or conflicting terms or provisions should be construed against the party who (or whose counsel) prepared the executed agreement or any earlier draft of the same.

8.11No Third Party Beneficiaries

This Agreement is not intended to confer on any person other than the parties any rights or remedies other than the officers and directors or former officers and directors of Alcan and Alcan Subsidiaries, who shall be entitled to be treated as third party beneficiaries of this Agreement solely with respect to Section 6.9.

8.12Counterparts

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be original and all of which taken together shall be deemed to constitute one and the same instrument, and it shall not be necessary in making proof of this Agreement to produce more than one counterpart.

8.13Time of the Essence

Time is of the essence with respect to all provisions of this Agreement that specify a time or period for performance.

8.14Injunctive Relief

The parties agree that irreparable harm would occur for which money damages would not be an adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions and other equitable relief to prevent breaches of this Agreement, any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief hereby being waived.

8.15Language

The parties expressly acknowledge that they have requested that this Agreement and all ancillary and related documents thereto be drafted in the English language only. Les parties aux présentes reconnaissent avoir exigé que la présente entente et tous les documents qui y sont accessoires soient rédigés en anglais seulement.

[THE REMAINDER OF THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY.]

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IN WITNESS WHEREOF, this Agreement has been executed as of the date first above written by the duly authorized representatives of the parties hereto.

RIO TINTO PLC
by	/s/ Paul Skinner
	Paul Skinner

RIO TINTO CANADA HOLDING INC.
by	/s/ Michel Jutras
	Michel Jutras

ALCAN INC.
by	/s/ Richard B. Evans
	Richard B. Evans
by	/s/ David McAusland
	David McAusland

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SCHEDULE A

CONDITIONS OF THE OFFER

Notwithstanding any other provision of the Agreement to which this schedule is attached and subject to applicable Laws, Offeror will have the right to withdraw or terminate the Offer (or amend the Offer to postpone taking up and paying for any Common Shares deposited under the Offer), and shall not be required to accept for payment, take up, purchase or pay for, or extend the period of time during which the Offer is open and postpone taking up and paying for, any Common Shares deposited under the Offer, unless all of the following conditions are satisfied or waived by Offeror at or prior to the Expiry Time:

(a)there shall have been validly deposited under the Offer and not withdrawn that number of Common Shares that, when added to the Common Shares then owned by Offeror or any of its Subsidiaries, constitutes at least 66 ²/₃% of the Common Shares outstanding (calculated on a fully-diluted basis) at the time the Common Shares are taken up under the Offer (the “Minimum Tender Condition”);

(b)there shall have been tendered or deposited under the Offer and not withdrawn more than 50% of the Voting Shares (as defined in the Shareholder Rights Plan) held by Independent Shareholders (as defined in the Shareholder Rights Plan);

(c)Offeror shall have determined acting reasonably that, on terms satisfactory to Rio Tinto and Offeror, the Shareholder Rights Plan does not provide rights to the Alcan Shareholders to purchase any securities of Alcan as a result of the Offer and does not and will not adversely affect the Offer, Rio Tinto, Offeror or any Rio Tinto affiliate either before or on consummation of the Offer; without limiting the generality of the foregoing, Alcan shall have, to the extent permitted to be effected by the Board of Directors under and subject to the terms of the Shareholder Rights Plan:

(A)confirmed that the Offer is a Permitted Bid under the Shareholder Rights Plan;

(B)taken all further action necessary in order to ensure that the Separation Time (as defined in the Shareholder Rights Plan) does not occur in connection with this Agreement or any Contemplated Transactions;

(C)taken all further action necessary to ensure that the Shareholder Rights Plan does not interfere with or impede the success of the Contemplated Transactions; and

(D)taken all further action necessary in order to ensure that, upon Take-Up, all Rights under the Rights Plan cease to be exercisable and be redeemed at the Redemption Price as provided under the Rights Plan without further formality and to ensure that upon such redemption all Rights become null and void;

(d)(A)(i) the Canadian Commissioner shall have issued an advance ruling certificate under Section 102 of the Canadian Competition Act in respect of the purchase of the Common Shares by Offeror, or (ii) the waiting period under Part IX of the Canadian Competition Act shall have expired or have been waived in accordance with the Canadian Competition Act and the Canadian Commissioner shall have advised Offeror in writing (which advice shall not have been rescinded or amended) that she has determined not to make an application under Part VIII of the Canadian Competition Act in respect of the purchase of the Common Shares by Offeror; (B) the applicable waiting periods (and any extension thereof) under the HSR Act shall have expired or been terminated; (C) the applicable waiting periods instituted by the European Commission and/or the Member States Agencies shall have expired or been terminated; (D) the Minister of Industry shall have approved, or have been deemed to approve, the Contemplated Transactions as being of net benefit to Canada; and (E) Other Clearances shall have been obtained;

(e)without limiting the scope of the conditions in paragraph (b) above, all government or regulatory approvals (including, without limitation, those of any stock exchanges or other securities regulatory authorities) that are legally necessary to complete the Offer or any Compulsory Acquisition or Subsequent Acquisition Transaction shall have been obtained or concluded or, in the case of waiting or suspensory periods, expired or been waived or terminated;

(f)the Agreement shall not have been terminated by Alcan or by Rio Tinto or Offeror in accordance with its terms;

(g)(i) no act, action, suit or proceeding shall have been taken before or by any domestic or foreign court, tribunal or governmental agency or other regulatory authority or administrative agency or commission or by any elected or appointed public official or private person (including any individual, corporation, firm, group or other entity) in Canada or elsewhere, whether or not having the force of law, other than any such action, suit or proceeding filed by or on behalf of commercial competitors of Alcan or competing bidders which Offeror has been advised by counsel is unlikely to succeed, and (ii) no Law shall have been proposed with retroactive effect, enacted, promulgated or applied, in either case:

(A)to cease trade, enjoin, prohibit or impose material limitations or conditions on the purchase by or the sale to Offeror of the Common Shares, or the right of Offeror to own or exercise full rights of ownership of the Common Shares or the consummation of a Compulsory Acquisition or a Subsequent Acquisition Transaction (other than any sale or disposition of assets or businesses as may be required by Section 6.3(c) or limitations or conditions imposed in connection therewith);

(B)which, if the Offer (or any Compulsory Acquisition or any Subsequent Acquisition Transaction) were consummated, would

A-2

reasonably be expected to have a Material Adverse Effect in respect of Alcan or Rio Tinto (other than any sale or disposition of assets or businesses  as may be required by Section 6.3(c) or limitations or conditions imposed in connection therewith); or

(C)which would materially and adversely affect the ability of Offeror to proceed with the Offer, effect any Compulsory Acquisition or Subsequent Acquisition Transaction and/or take up and pay for any Common Shares deposited under the Offer;

(h)there shall not exist any prohibition at Law against Offeror making or maintaining the Offer or taking up and paying for any Common Shares deposited under the Offer or completing any Compulsory Acquisition or Subsequent Acquisition Transaction;

(i)there shall not exist or have occurred (or, if there does exist or shall have occurred prior to July 11, 2007, there shall not have been disclosed, generally or to Rio Tinto or Offeror in writing on or before the execution and delivery of this Agreement) any change in the business, financial condition, results of operations of Alcan and the Alcan Subsidiaries taken as a whole which has resulted in a Material Adverse Effect with respect to Alcan;

(j)Alcan shall have complied in all material respects with its covenants and obligations under this Agreement to be complied with at or prior to the Expiry Time;

(k)Neither Rio Tinto nor Offeror shall have become aware of any untrue statement of a material fact, or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in the light of the circumstances in which it was made and at the date it was made (after giving effect to all subsequent filings prior to the date of the Offer in relation to all matters covered in earlier filings), in any document filed by or on behalf of Alcan with any securities commission or similar securities regulatory authority in Canada or the U.S. which Rio Tinto or Offeror shall have reasonably determined, has or may have, a Material Adverse Effect on Alcan or which, if the Offer were consummated, would have a Material Adverse Effect on Rio Tinto or Offeror;

(l)the representations and warranties made by Alcan in this Agreement (including, for greater certainty, Schedule C hereto) shall be true and correct at and as of the Expiry Time, as if made at and as of such time (except for those expressly stated to speak at or as of an earlier time) except for untrue or incorrect representations and warranties which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Alcan or materially and adversely affect the ability of Offeror to effect the Offer or, if the Offer or any Compulsory Acquisition or Subsequent Acquisition Transaction were consummated, reasonably be expected to have a Material Adverse Effect on Offeror or Rio Tinto; and

A-3

(m)Rio Tinto’s shareholders and RTL’s shareholders shall have approved the acquisition of the Common Shares pursuant to the Offer, in accordance with the Listing Rules, the Articles of Association of Rio Tinto and the Constitution of RTL.

The foregoing conditions are for the sole benefit of Offeror and may be asserted by Offeror, acting reasonably, regardless of the circumstances giving rise to any such assertion, by Offeror or Rio Tinto; provided, however, that the Offeror shall be entitled to invoke a condition (other than the Minimum Tender Condition) only if and to the extent that the circumstances giving rise to the right to invoke the condition are of material significance to Rio Tinto in the context of the Offer. Subject to the provisions of this Agreement at any time, Offeror may waive any of the foregoing conditions in whole or in part at any time and from time to time without prejudice to any other rights which Offeror or Rio Tinto may have except that the Minimum Tender Condition shall not be waived without the prior written consent of Alcan. The failure by Offeror at any time to exercise any of the foregoing rights will not be deemed to be a waiver of any such right, the waiver of any such right with respect to particular facts and circumstances will not be deemed a waiver with respect to any other facts and circumstances and each such right shall be deemed to be an ongoing right which may be asserted at any time and from time to time.

A-4

SCHEDULE B

REPRESENTATIONS AND WARRANTIES OF RIO TINTO AND OFFEROR

1.Organization

Rio Tinto is a company duly organized under the Laws of England and Wales. Offeror is a corporation duly organized under the Laws of Canada. Each of Rio Tinto and Offeror validly exists and has all necessary corporate power, authority and capacity to own its property and assets and to carry on its business as currently owned and conducted.

2.Authority and No Violation

(a)Each of Rio Tinto and Offeror has the necessary corporate power, authority and capacity to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by Rio Tinto and Offeror and the consummation by it of the Offer have been duly authorized by their respective boards of directors and no other corporate proceedings on their parts (other than Rio Tinto’s and RTL’s shareholders’ approval, in the case of Rio Tinto) are necessary to authorize this Agreement or the Offer. This Agreement has been duly executed and delivered by Rio Tinto and Offeror and constitutes a legal, valid and binding obligation of Rio Tinto and Offeror, enforceable against each of them in accordance with its terms.

(b)The authorization of this Agreement, the execution and delivery by Rio Tinto and Offeror of this Agreement and the performance by them of their respective obligations under this Agreement, and the consummation of the Offer, any Compulsory Acquisition and any Subsequent Acquisition Transaction, will not:

(1)result (with or without notice or the passage of time and providing, in the case of Rio Tinto, that Rio Tinto’s and RTL’s joint electorate shareholder approval is obtained) in a violation or breach of or constitute a default under any provision of:

(i)the constitutional documents of Rio Tinto or Offeror;

(ii)any applicable Laws, except to the extent that the violation or breach of, or default under, any applicable Laws, would not, individually or in the aggregate, reasonably be expected to materially adversely affect Rio Tinto or Offeror’s ability to perform their respective obligations under this Agreement;

(iii)any note, bond, mortgage, indenture, contract, licence, permit or government grant to which Rio Tinto or Offeror is party or by which it is bound, except as would not, individually or in the aggregate, reasonably be expected to materially adversely affect Rio Tinto or Offeror’s ability to perform their respective obligations under this Agreement;

(iv)any judgment, decree, order or award of any Governmental Entity or arbitrator; or

(2)give rise:

(i)to any right of termination, acceleration or cancellation of indebtedness of Rio Tinto or any of its Subsidiaries or material joint ventures, or cause any such indebtedness to come due before its stated maturity;

(ii)to any rights of first refusal or trigger any change in control provisions or any restriction or limitation under any such note, bond, mortgage, indenture, contract, license, franchise or permit, or result in the imposition of any Encumbrance, charge or lien upon any of Rio Tinto or any of its Subsidiaries’ or material joint ventures’ assets, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to Rio Tinto and its Subsidiaries; or

(iii)result in the imposition of any Encumbrance or Encumbrances upon any assets of any of Rio Tinto or any of its Subsidiaries or material joint ventures, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to Rio Tinto and its Subsidiaries.

(c)No consent, approval, order or authorization of, or declaration or filing with, any Governmental Entity is required to be obtained by Rio Tinto or Offeror in connection with consummation of the transactions contemplated by the Offer and this Agreement other than those which are contemplated by the Offer and this Agreement, except for such consents, approvals, orders or authorizations, or declarations or filings, as to which the failure to obtain or make would not, individually or the in aggregate, prevent or materially delay the consummation of the transactions contemplated by the Offer and this Agreement.

3.Financing Arrangements

Rio Tinto and Offeror have made adequate arrangements to ensure that the required funds are available to effect payment in full of the consideration for all of the Common Shares offered to be acquired pursuant to the Offer.

4.Shareholder Meeting

Rio Tinto is required by the Listing Rules to announce publicly details of the transaction via a Regulatory Information Service, to send a Class 1 circular to shareholders and to make the acquisition conditional on approval by its shareholders at a general meeting, which as a result of the terms of the DLC Merger Sharing Agreement between Rio Tinto and RTL and the provisions of the Articles of Association of Rio Tinto and the Constitution of RTL, will require an affirmative vote of the holders of a majority of shares of both Rio Tinto and RTL present and voting at general meetings. Rio Tinto is required under its articles of association to seek the sanction of an ordinary resolution of its shareholders voting at a general meeting to permit the borrowing to fund the acquisition of the Common Shares to be made. No further vote or approval of Rio Tinto or RTL shareholders will be required for the Offer, any Compulsory Acquisition or any Subsequent Acquisition Transaction or any other transactions contemplated by the Support Agreement.

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5.Disclosures

The Offer Documents and the Schedule TO (together with any amendments or supplements thereto) pursuant to Section 2.1(b) of this Agreement will, at the time of the filing thereof, as at the date of the Take-Over Bid Circular and the mailing of the Offer Documents to Alcan Shareholders and on completion of the Offer, be true, complete and correct in all material respects and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, it being understood that Rio Tinto makes no representation or warranty as to the matters relating to Alcan provided by Alcan specifically for inclusion the in these documents.

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SCHEDULE C

REPRESENTATIONS AND WARRANTIES OF ALCAN

Alcan represents and warrants to and in favour of Rio Tinto and Offeror as follows, subject in each case to such exceptions as are set forth in the Disclosure Letter delivered concurrently with the execution of this Agreement, it being acknowledged and agreed that any exception set forth in a specific section or subsection of the Disclosure Letter shall qualify the representation and warranty in the corresponding section or subsection of this Schedule C and shall apply to another representation or warranty only to the extent that it is readily apparent on its face that such disclosure is intended to apply to such other representation or warranty.

In this Schedule, an Alcan Subsidiary or joint venture is a material Alcan Subsidiary or material joint venture if its assets or profit as at or for the year ended December 31, 2006 represented 5% or more of the consolidated assets or profit of Alcan as at that date or for that year as shown in the audited consolidated financial statements of Alcan for the fiscal year ended December 31, 2006.

1.Organization

(a)Alcan and each material Alcan Subsidiary has been duly incorporated or formed is validly existing and is, to the extent applicable, in good standing under all applicable Laws of its jurisdiction of incorporation or formation, and has all necessary corporate power, authority, and capacity to own its property and assets and to carry on its business as currently owned and conducted. There are no outstanding options, rights, entitlements, understandings or commitments (contingent or otherwise) providing to any person the right to acquire any such shares or other ownership interests in any of the material Alcan Subsidiaries and all ownership interests of Alcan in material Alcan Subsidiaries and in material joint ventures with third parties are owned free and clear of all Encumbrances of any kind or nature whatsoever held by third parties except as disclosed in the Alcan Disclosure Letter.

(b)Alcan and each material Alcan Subsidiary is duly qualified or licensed to do business and is, to the extent applicable, in good standing in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except where the failure to be so qualified, licensed or in good standing has not had or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect in respect of Alcan.

2.Capitalization

(a)The authorized capital of Alcan consists of an unlimited number of Common Shares and an unlimited number of preference shares issuable in series. As at June 30, 2007, 370,975,741 Common Shares, 5,699,900 Alcan Series C Preferred Shares and 2,999,000 Alcan Series E Preferred Shares were issued and outstanding. As at June 30, 2007, there were outstanding Options to acquire in aggregate 6,553,113 Common Shares. Except for the Options, there are no options, warrants, conversion privileges or other rights, agreements, arrangements or commitments (pre-emptive, contingent or otherwise) obligating or which may obligate Alcan or

any Alcan Subsidiary to issue or sell any shares of Alcan or of any Alcan Subsidiary or securities or obligations of any kind convertible into or exchangeable or exercisable for, or otherwise evidencing a right to acquire, any shares of Alcan or of any Alcan Subsidiary. All outstanding Common Shares and the Common Shares, if any, to be issued on exercise of the Options have been duly authorized. The outstanding Common Shares are, and the Common Shares to be issued on exercise of the Options will be when issued, validly issued and outstanding as fully paid and non-assessable shares, free of pre-emptive rights. There are no outstanding bonds, debentures or other evidences of indebtedness of Alcan or any Alcan Subsidiary having the right to vote (or that are convertible for or exercisable into securities having the right to vote) with the holders of the Common Shares on any matter.

(b)Except for the Alcan Normal Course Issuer Bid, there are no outstanding obligations of Alcan or any Alcan Subsidiary to repurchase, redeem or otherwise acquire any outstanding Common Shares or with respect to the voting or disposition of any outstanding securities of Alcan or any Alcan Subsidiary. No holder of securities issued by Alcan or any Alcan Subsidiary has any right to compel Alcan to register or otherwise qualify securities for public sale in Canada, the United States, Australia, France, the United Kingdom or elsewhere.

3.Authority and No Violation

(a)Alcan has the necessary corporate power, authority and capacity to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by Alcan and the consummation by Alcan of the transactions contemplated by this Agreement have been duly authorized by the Board of Directors and no other corporate proceedings on its part are necessary to authorize this Agreement or the transactions contemplated hereby.

(b)This Agreement has been duly executed and delivered by Alcan and constitutes a legal, valid and binding obligation of Alcan, enforceable against it in accordance with its terms subject to bankruptcy, insolvency and other applicable Laws affecting creditors’ rights generally, and to general principles of equity.

(c)The authorization of this Agreement, the execution and delivery by Alcan of this Agreement and the performance by it of its obligations under this Agreement, and the transactions contemplated by this Agreement, will not:

(i)result (with or without notice or the passage of time) in a violation or breach of or constitute a default under, require any consent to be obtained under or give rise to any third party right of termination, cancellation, acceleration, penalty or payment obligation or right of purchase or sale under, any provision of:

(A)its or any Alcan Subsidiary’s certificate of incorporation, articles or by-laws or other charter documents or any agreement by it or any material Alcan Subsidiary with a shareholder;

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(B)any applicable Laws (subject to obtaining the regulatory consents contemplated by this Agreement or the regulatory consents disclosed in the Alcan Disclosure Letter), except to the extent that the violation or breach of, or default under, any applicable Laws, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Alcan;

(C)any note, bond, mortgage, indenture, contract, licence, permit or, government grant to which Alcan or any Alcan Subsidiary is party or by which it is bound except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Alcan; or

(D)any judgment, decree, order or award of any Governmental Entity or arbitrator except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Alcan;

(ii)give rise to any right of termination, acceleration, pre-payment, novation, “make-whole” or cancellation of indebtedness of Alcan or any Alcan Subsidiary, or cause any such indebtedness to come due before its stated maturity or cause any available credit of Alcan or any Alcan Subsidiary which is material to Alcan and the Alcan Subsidiaries taken as a whole to cease to be available except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Alcan;

(iii)except as may be provided under the Continuity Agreement, give rise to any right of first refusal or trigger any change in control provisions (other than in respect of the Convertible Notes) or any restriction or limitation under any such note, bond, mortgage, indenture, contract, agreement, license, franchise or permit except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Alcan; or

(iv)result in the imposition of any Encumbrance upon any assets of Alcan or any Alcan Subsidiary except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Alcan.

4.Consents and Approvals

No consent, approval, order or authorization of, or declaration or filing with, any Governmental Entity or any other third party is required to be obtained by Alcan in connection with the consummation of the transactions contemplated by this Agreement other than those which are contemplated by the Offer and this Agreement, except for such consents, approvals,

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orders or authorizations, or declarations or filings, as to which the failure to obtain or make would not, individually or in the aggregate, have a Material Adverse Effect in respect of Alcan.

5.Public Filings

Alcan has filed all documents or information required to be filed by it under Applicable Securities Laws or Secondary Applicable Securities Laws including the US Securities Act and the US Exchange Act or with the Toronto Stock Exchange, the New York Stock Exchange, the UK Financial Services Authority or a UK Regulatory Information Service, the Eurolist by Euronext Paris, the Euronext Brussels and the SWX Swiss Exchange (all such documents filed prior to the date hereof, the “Alcan Public Documents”) since January 1, 2005. All the Alcan Public Documents, as of their respective dates, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading as at the time at which they were filed with applicable securities regulatory authorities. All of the Alcan Public Documents, as of their respective dates (and as of the dates of any amendments thereto), complied as to both form and content in all material respects with the requirements of Applicable Securities Laws and Secondary Applicable Securities Laws or were amended on a timely basis to correct deficiencies identified by securities commissions or similar securities regulatory authorities. Alcan has not filed any confidential material change report with any securities regulatory authority that at the date hereof remains confidential. There is no material fact concerning Alcan which has not been disclosed in the Alcan Public Documents filed on or before the date hereof and, except in relation to the Contemplated Transactions, Alcan will have no obligation, based on facts, matters and circumstances currently known to it or of which it is aware, under Applicable Securities Laws or Secondary Applicable Securities Laws to file any document or information or confidential material change report.

6.Financial Statements

(a)The audited consolidated financial statements of Alcan (including any related notes thereto) for the fiscal year ended December 31, 2006 have been prepared in accordance with GAAP and present fairly, in all material respects, the financial condition and results of operations of Alcan and the Alcan Subsidiaries on a consolidated basis as at December 31, 2006, as applicable, and for the periods covered thereby applied on a basis consistent with the immediately prior period and throughout the periods indicated (except as may be indicated expressly in the notes thereto).

(b)The unaudited condensed consolidated financial statements of Alcan (including any related notes thereto) for the interim three-month period ended March 31, 2007 have been prepared in accordance with GAAP and present fairly, in all material respects, the financial condition and results of operations of Alcan and the Alcan Subsidiaries on a consolidated basis as at March 31, 2007, as applicable, and for the periods covered thereby applied on a basis consistent with the immediately prior period and throughout the periods indicated (except as may be indicated expressly in the notes thereto), subject to normal, recurring year-end adjustments that are not material.

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7.Disclosure Controls and Procedures

Alcan has devised and maintained a system of disclosure controls and procedures designed to ensure that information required to be disclosed by Alcan under Applicable Securities Laws or Secondary Applicable Securities Laws is recorded, processed, summarized and reported within the time periods specified in the Applicable Securities Laws or Secondary Applicable Securities Laws. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by Alcan in the Alcan Public Documents is accumulated and communicated to the management of Alcan, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

8.Provision of Information

(a)The information to be supplied by or on behalf of Alcan for inclusion (or, where applicable, incorporation by reference) in any of the Offer Documents and the Schedule TO (together with any amendments or supplements thereto) pursuant to Section 2.2(d) of this Agreement will, at the time of the filing thereof, as at the date of the Take-Over Bid Circular and the mailing of the Offer Documents to Alcan Shareholders and on completion of the Offer, be true, complete and correct in all material respects and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

(b)The information to be supplied by or on behalf of Alcan for inclusion (or, where applicable, incorporation by reference) in the Rio Tinto Circular (together with any amendments or supplements thereto) pursuant to Section 2.2(d) of this Agreement will, at the time of the filing thereof, as at the dates of the Rio Tinto Circular and the mailing of the Rio Tinto Circular to the shareholders of Rio Tinto and the shareholders of RTL, as at the dates of the Rio Tinto Shareholder Meeting, and on completion of the Offer, be true, complete and correct in all material respects and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.

9.Internal Control Over Financial Reporting

Alcan maintains internal control over financial reporting. Such internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Alcan and the Alcan Subsidiaries; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of Alcan and the Alcan Subsidiaries are being made only in accordance with authorizations of management and directors of Alcan and the Alcan Subsidiaries; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Alcan or the Alcan

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Subsidiaries that could have a material effect on its financial statements. To the knowledge of Alcan, prior to the date of this Agreement: (A) there are no significant deficiencies in the design or operation of, or material weaknesses in, the internal controls over financial reporting of Alcan that are reasonably likely to adversely affect Rio Tinto’s or Offeror’s ability to record, process, summarize and report financial information, and (B) there is no fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of Alcan. Since December 31, 2006, Alcan has received no (x) material complaints from any source regarding accounting, internal accounting controls or auditing matters or (y) expressions of concern from employees of Alcan regarding questionable accounting or auditing matters.

10.Reporting Issuer Status

As at the date hereof Alcan is a reporting issuer not in default under the securities laws of any Canadian jurisdiction.

11.United States Securities Laws

(a)Alcan is not an investment company registered or required to be registered under the U.S. Investment Company Act of 1940, as amended.

(b)Alcan currently is, and was, at the time each report or other filing required to be filed under the US Exchange Act and the US Securities Act was filed, a “foreign private issuer” within the meaning of Rule 3b-4 under the US Exchange Act and is exempt from compliance with the proxy regulations and requirements of the US Exchange Act pursuant to the exemption provided by Rule 3a12-3 of the Exchange Act.

12.No Brokers

Except for the fee to be paid to the Financial Advisor, UBS Canada Inc., JP Morgan Securities Inc. and RBC Dominion Securities pursuant to their engagement letters with Alcan, a true and complete copy of which has been delivered to Offeror, Alcan has not agreed to pay any brokerage fees, finder’s fees, financial advisory fees, agent’s commissions or other similar forms of compensation in connection with this Agreement and the transactions contemplated herein.

13.Absence of Certain Changes or Events

Since December 31, 2006, except as disclosed in the Alcan Public Documents or in the Alcan Disclosure Letter, and other than for the purposes of the transactions contemplated herein:

(a)Alcan and each of the Alcan Subsidiaries has conducted its business only in the ordinary course of business consistent with past practice;

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(b)there has not occurred one or more changes, events or occurrences which would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect in respect of Alcan;

(c)neither Alcan nor any Alcan Subsidiary has incurred any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which would, individually or in the aggregate, be reasonably likely to result in a Material Adverse Effect in respect of Alcan; and

(d)Alcan has not effected any change in its accounting principles.

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SCHEDULE D

RIO TINTO CIRCULAR - ALCAN INFORMATION REQUIREMENTS

Set out below is a summary of what is required, in terms of content, of the Rio Tinto Circular to be issued to shareholders of Rio Tinto in connection with the proposed transaction with Alcan.

1Content

The circular must contain the following:

1.1Risk Factors (Annex 1, item 4)

Prominent disclosure of risk factors that may affect the issuer’s ability to fulfil its obligations under the securities to investors in a section headed “Risk Factors”.

1.2Trend information (Annex 1, item 12)

12.	TREND INFORMATION
12.1.	The most significant recent trends in production, sales and inventory, and costs and selling prices since the end of the last financial year to the date of the [circular].
12.2.	Information on any known trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on the issuer’s prospects for at least the current financial year.

1.3Litigation (Annex 1, item 20.8);

20.8. Legal and arbitration proceedings Information on any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which Rio Tinto is aware), during a period covering at least the previous 12 months which may have, or have had in the recent past significant effects on Alcan and/or group’s financial position or profitability, or provide an appropriate negative statement.

1.4Significant changes (Annex 1, item 20.9);

20.9. Significant change in [Alcan’s] financial or trading position

A description of any significant change in the financial or trading position of the Alcan group which has occurred since the end of the last financial period for which either audited financial information or interim financial information have been published, or provide an appropriate negative statement.

This statement would normally be supported by comfort from Alcan’s accountants who will require;

•analytics explaining changes between the published information and the latest management accounts (for the income statement this will include analytics for the equivalent prior year period);

•access to any management accounts for the relevant period, and for the equivalent period in the preceding year;

•copies of board minutes during the period;

•access to management to discuss explanations, and

•letter of representation from Alcan management.

1.5Material contracts (Annex 1, item 22);

22. MATERIAL CONTRACTS

A summary of each material contract, other than contracts entered into in the ordinary course of business, to which Alcan or any member of the group is a party, for the two years immediately preceding publication of the [circular].

A summary of any other contract (not being a contract entered into in the ordinary course of business) entered into by any member of the Alcan group which contains any provision under which any member of the Alcan group has any obligation or entitlement which is material to the Alcan group as at the date of the [circular].

1.6Working capital (Annex 3, item 3.1);

3.1 Working capital Statement

Statement by the issuer that, in its opinion, the working capital is sufficient for the [enlarged group’s] present requirements or, if not, how it proposes to provide the additional working capital needed.

The working capital statement is given on a combined basis for the proposed enlarged group. The statement will be supported by comfort from accountants who need access to Alcan’s 18 month cashflow projections and balance sheets at the beginning and end of the forecast period,  They will also need access to materials that support the underlying projections, including:

•financing documents and facility agreements

•sensitivity analyses

•underlying assumptions

1.7Financial Information Table

LR 13.5.14 requires the inclusion of Alcan’s consolidated three year track record and interim results to the 30 June 2007 within a financial information table.

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This information will be taken directly from the audited financial statements and interim accounts and reviewed by Rio Tinto and Alcan.

1.8Reconciliation of Financial Information

A reconciliation is required of Alcan’s shareholders’ equity and net earnings for the last three complete years and for any subsequent period for which financial information has been published. The subsequent period is expected to be for the first half of 2007. The reconciliation is to Rio Tinto’s latest published accounting policies under IFRS. The collection and assembly of the required data will be done primarily by Alcan, with review and technical guidance from Rio Tinto. Rio Tinto has discussed this process with Alcan management, supplied a questionnaire to assist and will require access to Alcan’s management. In order to support their opinion, PwC London will be required to perform procedures on the reconciliation and will need to access source documents, Alcan management, Alcan auditors and underlying financial information at head office and selected locations.

1.9Description of Alcan’s financial reporting procedures to allow Rio Tinto to prepare an integration plan of its financial reporting procedures with Alcan’s.

LR 8.4.12 requires the sponsor to come to a reasonable opinion after making due and careful enquiry of a number of things including the ongoing ability of Rio Tinto to comply with the requirements of the Listing Rules following the transaction. The key ongoing requirement will be the ability to comply with the financial reporting requirements. In the context of a transaction such as this, where both parties to the transaction already comply with onerous reporting requirements, the focus is on how the two standalone systems will combine to form one integrated system.

1.10Updating of Information

As well as providing the initial information to compile the shareholder circular, there is an ongoing obligation to notify any new material development. Rio Tinto will therefore require notification if Alcan becomes aware of any material development or change in any of the information supplied.

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EX-99.(D)(2)

Exhibit 99.(d)(2)

Undertakings and Confirmations
made by Rio Tinto plc and Rio Tinto Canada Holding Inc.

To: Government of Quebec (the “Government”)

And: Alcan Inc. (“Alcan”)

Date: July 11, 2007

RE: Continuity Agreement dated December 13, 2006 between Alcan and the Government (the ”Continuity Agreement”)

WHEREAS Rio Tinto plc is the ultimate parent company of the Acquirer, Rio Tinto Canada Holding Inc.;

WHEREAS Rio Tinto plc and the Acquirer are aware of the terms of the Continuity Agreement;

WHEREAS the Acquirer has expressed an intention to pursue a transaction (the “Proposed Transaction”), the completion of which would result in the acquisition of common shares of Alcan in a number sufficient to cause the Acquirer to become a Prospective Acquirer as defined under the Continuity Agreement;

WHEREAS the Acquirer has submitted, together with the present document, a Notification dated July 10, 2007 (the “Board Notification”) to the Board of Directors of Alcan (the “Board”) to demonstrate that the requirements of section 3 of the Continuity Agreement will be met in respect of the Proposed Transaction;

WHEREAS in order to support a positive determination in respect of the requirement of said section 3, the Acquirer is providing, through the Board Notification and this present Notice, appropriately convincing assurances, evidence and enforceable commitments to support the required analysis under section 4 of the Continuity Agreement;

WHEREAS the Board confirmed its support for the Proposed Transaction, subject to various conditions and in consideration of various obligations undertaken or assumed by the Acquirer, the whole as more fully appears in the resolution of the Board dated July 11, 2007 (the “Board Resolution”);

WHEREAS Rio Tinto plc and the Acquirer recognize and accept that the undertakings and confirmations set forth herein are for the benefit of each of Alcan and the Government;

WHEREFORE, in consideration of the foregoing, Rio Tinto plc and the Acquirer hereby confirm to the Government and Alcan, subject only to the acquisition of control of Alcan, that:

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1.The preamble hereto shall form part hereof.

2.The Continuity Agreement shall continue in force between the Government and Alcan subsequent to the completion of the Proposed Transaction except as regards changes made necessary as a consequence of such completion. Rio Tinto plc and the Acquirer confirm and agree that the Government shall have the right to cancel, cause to be cancelled, revoke or cause to be revoked, without compensation or indemnification to Rio Tinto plc or the Acquirer, all or any of the Schedule 1 Rights referred to in the Continuity Agreement in the circumstances set out in sections 11 and 18 of the Continuity Agreement.

3.The letter agreement dated December 13, 2006 between Alcan, the Government and Hydro-Québec shall continue in force following the Proposed Transaction. Rio Tinto plc shall cause the Acquirer to exercise its voting rights to cause Rio Tinto Alcan, as the successor company to Alcan, to honour the obligations contained therein.

4.Rio Tinto plc shall cause the Acquirer to exercise its voting rights to:

Re: MAINTENANCE IN QUÉBEC OF SUBSTANTIVE OPERATIONAL, FINANCIAL AND STRATEGIC ACTIVITIES AND HEADQUARTERS IN RESPECT OF ALCAN AND ITS ASSETS AT LEVELS THAT ARE SUBSTANTIALLY SIMILAR TO THOSE OF ALCAN AT THIS TIME

(a)ensure that the headquarters of the combined aluminium business of Alcan and Rio Tinto’s aluminium product group will be in Montréal and will be responsible for all the functions usually associated with the role of a product group head office. The Montréal headquarters will be responsible for all functions usually associated with the role of a product group head office, including strategic planning, finance and accounting, legal, marketing and sales, business development, public relations and human resources;

(b)ensure that the combined aluminium business of Alcan and Rio Tinto’s aluminium product group will be called Rio Tinto Alcan;

(c)offer the role of product group CEO to the present Alcan CEO. The CEO of the enlarged aluminium product group will be based in Montréal;

(d)appoint the current CEO of Alcan as an executive director on the Board of Rio Tinto, assuming he becomes the product group CEO of the enlarged aluminium product group. Rio Tinto is also prepared to appoint two of the current Alcan non-executive directors to the Board of Rio Tinto;

(e)ensure that the head of the Rio Tinto Alcan primary metal business unit will be based in Montréal, and a majority of senior management of this unit will be based in Montréal;

(f)cause Rio Tinto Alcan to implement the C$50-60 million, three year Maison Alcan expansion and development plan begun in early 2007, including the renovation of the existing Maison Alcan headquarters, the modernisation of the newly acquired adjacent facilities and the consolidation in Maison Alcan of the Rio Tinto Alcan global headquarters;

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(g)ensure that a Rio Tinto regional shared services hub will be created in Montréal to provide professional resources and expertise for the benefit of all of Rio Tinto’s Canadian business in sectors such as human resources, communications, tax, legal, procurement, information technology and transport logistics;

(h)establish a Canada Forum comprising Rio Tinto’s Chairman, Chief Executive, Canadian non-executive directors, and other Canadian advisers, and senior executives based in Canada, including the product group CEO of Rio Tinto Alcan, to advise the Rio Tinto Board on Canadian political, economic and social issues.  The Forum will be modelled on Rio Tinto’s established Australia Forum and will meet twice each year;

Re: MAINTENANCE OF EFFECTIVE AND RESPONSIBLE STEWARDSHIP OF THE HYDRAULIC RESOURCES AND OTHER NATURAL RESOURCES OVER WHICH ALCAN HAS OWNERSHIP, CONTROL, DIRECTION OR INFLUENCE IN QUÉBEC

(a)cause Rio Tinto Alcan to maintain effective and responsible stewardship of hydraulic resources and other natural resources in Québec, including those which Alcan controls;

(b)cause Rio Tinto Alcan to honour Alcan’s obligations under hydraulic rights leases, power contracts and related agreements with the Government of Québec, Hydro-Québec or both of these parties;

Re: MAINTENANCE OF EMPLOYMENT LEVELS IN QUÉBEC IN ACCORDANCE WITH THE THEN CURRENT COMMITMENTS AND PLANS OF ALCAN

(a)cause Rio Tinto Alcan to execute Alcan’s present operating plans for Québec, including existing, expanded or new capacity. Employment levels at Rio Tinto Alcan in Québec will be maintained in accordance with Alcan’s current plans and commitments for Québec and as appropriate for ongoing business requirements.  Rio Tinto Alcan will also meet Alcan’s present contractual obligations in relation to the C$2 billion planned investments in the Saguenay—Lac-Saint-Jean region, including the AP50 pilot plant, and the US$130 million investment in Saguenay power facilities;

Re: MAINTENANCE OF GENERAL COMMUNITY, EDUCATIONAL, CULTURAL AND CHARITABLE SUPPORT POLICIES, PRACTICES AND BUDGETS RELATIVE TO QUÉBEC AT LEVELS AT LEAST AS FAVORABLE AS THOSE WHICH ARE THEN CURRENT WITHIN ALCAN

(a)cause Rio Tinto Alcan to execute all of Alcan’s existing charitable and community commitments, including:

(i)Alcan’s sponsorship of the Festival International de Jazz de Montréal,

(ii)Alcan’s Research Fellowship Program,

(iii)Alcan’s Prize for Sustainability,

(iv)the Alcan Builds on Recycling Program;

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(b)cause Rio Tinto Alcan to replace Alcan’s existing practice of donating one percent of Canadian pre-tax profits to Canadian community, educational, cultural and charitable commitments with a new Canadian foundation with an endowment of C$200 million built up over a five year period. The Rio Tinto Alcan Foundation will invest notably in Rio Tinto Alcan’s Canadian host communities to enhance their economic, environmental and social well-being, sustainability and community support;

Re: MAINTENANCE OF ALCAN’S FINANCIAL, EMPLOYMENT CREATION AND OTHER COMMITMENTS IN RESPECT OF REGIONAL ECONOMIC DEVELOPMENT AS THEY THEN APPLY TO QUÉBEC

(a)cause Rio Tinto Alcan to maintain Alcan’s regional development programs and commitments in Québec. Rio Tinto Alcan will meet Alcan’s present contractual obligations regarding the key initiative in the Saguenay—Lac-Saint-Jean region: a ten-year, C$2 billion investment programme, of which the C$600 million AP50 pilot project is the first phase;

(b)cause Rio Tinto Alcan to maintain Alcan’s regional industrial development bureau in Saguenay until at least 2018. The budget of this bureau is presently C$3 million per year (2006 dollars);

(c)cause Rio Tinto Alcan to honour Alcan’s contractual undertaking to make available by December 31, 2007 C$8 million to a fund dedicated to the training and development of AP50 equipment manufacturers in the Saguenay region and C$2 million to funds dedicated to the pursuit of economic development in the Beauharnois and Shawinigan regions;

Re: MAINTENANCE OF POLICIES, PRACTICES AND INVESTMENT PLANS IN RESPECT OF RESEARCH AND DEVELOPMENT ACTIVITIES BEING CARRIED OUT OR PLANNED TO AN EXTENT SIMILAR TO THOSE PRESENTLY IN PLACE WITHIN QUÉBEC

(a)cause Rio Tinto Alcan to locate the headquarters of its enlarged aluminium smelting technology R&D group in Québec, relocating Rio Tinto’s smelting R&D effort from Australia to Canada;

(b)cause Rio Tinto Alcan to complete the AP50 programme including the Saguenay pilot plant. The AP50 pilot plant is also to be used for other R&D initiatives to fully leverage the economic and environmental advantages of the AP50 technology;

(c)cause Rio Tinto Alcan to maintain Alcan’s Arvida Research and Development Centre at a level at least similar to its 2006 level of operation up until at least 2018;

(d)cause the new generation cell development to be managed and directed from Québec;

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Re: MAINTENANCE OF POLICIES, PRACTICES AND STANDARDS IN RESPECT OF ENVIRONMENTAL PROTECTION AND EMPLOYEE HEALTH AND SAFETY AT LEVELS AT LEAST AS DEMANDING AS THOSE THEN CURRENT WITHIN ALCAN

(a)cause Rio Tinto Alcan to continue to apply industry leading standards in terms of health and safety and environmental protection;

Re: GOOD CHARACTER, REPUTATION AND HIGH ETHICAL STANDARDS OF RIO TINTO AND ITS DIRECTORS, OFFICERS, EMPLOYEES AND ASSOCIATES

(a)cause Rio Tinto Alcan to report publicly and annually for a period of three years of its performance under the eight headings set out in section 4 a) to h) of the Continuity Agreement;

5.Furthermore, Rio Tinto plc and the Acquirer represent the following:

(a)in 2006, Rio Tinto received platinum ratings from the UK’s Business in the Community organisation (BitC) on the overall UK and Australian/New Zealand Corporate Responsibility Indices. Rio Tinto also achieved platinum ratings on the UK Environment Index and the UK and Australian/New Zealand Community Indices;

(b)following the platinum rating, Rio Tinto was also awarded the “Big Tick”, which goes to companies able to demonstrate excellence in the way that they organise and integrate their responsible business practices and who can show a positive impact both on society and on the business. Awards are made by a panel of independent practitioners;

(c)in the 2006 Dow Jones Index corporate sustainability assessment, Rio Tinto is included among seven sustainability leaders in the mining sector of the Dow Jones Sustainability World Index and the Dow Jones Sustainability STOXX Index;

(d)Rio Tinto was ranked second in climate change reporting in a joint research report on Disclosures on Climate Change, launched in Melbourne in May 2007 by the Net Balance Foundation and accountancy body ACCA on the status of Australia’s 50 largest listed companies (ASX50);

(e)the UK’s Carbon Disclosure Project ranked Rio Tinto highest in the metals, mining and steel sector in its Climate Leadership Index in 2006;

(f)Rio Tinto has adopted a specific antitrust policy requiring all employees to compete fairly and to comply with relevant laws and regulations. As integral parts of the policy, all relevant employees receive regular training and are required to certify annually that they are not aware of any antitrust violations;

(g)Rio Tinto supports human rights consistent with the Universal Declaration of Human Rights and also respects those rights in conducting the Group’s operations throughout the world;

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(h)Rio Tinto also supports the UN Secretary General’s Global Compact, the US/UK Voluntary Principles on Security and Human Rights and the Global Sullivan Principles;

(i)Rio Tinto’s Human rights guidance is designed to assist managers in implementing the Group’s human rights policy in complex local situations. It was revised and republished in 2003. In 2004, a web based training module was developed to instruct managers on what the policy means in practice and how to respond to difficult situations;

6.In order to ensure the long term viability of the undertakings and confirmations set forth herein, Rio Tinto plc and the Acquirer agree to ensure that in the event of a consolidation, amalgamation, merger or other like combination of Rio Tinto plc or Acquirer with or into any other corporation or other person, or the transfer of all or substantially all the assets of either of them to any other corporation or other person, that they will ensure that such person will expressly assume these undertakings and confirmations, other than in any case where such assumption shall be deemed to have occurred by the sole operation of law. In addition, Rio Tinto plc confirms that it intends to maintain a prudent financial policy, in a manner consistent with its obligations and duties in relation to its stakeholders (including shareholders, employees, customers and communities in which it operates).

7.Rio Tinto plc and the Acquirer acknowledge and agree that an award of money damages would be inadequate for any breach of these undertakings and confirmations and that any such breach would cause the non-breaching parties irreparable harm. Accordingly, Rio Tinto plc and the Acquirer agree that, in the event of any breach or threatened breach to these undertakings and confirmations by Rio Tinto plc or the Acquirer, the non-breaching parties will also be entitled, without the requirement of posting a bond or other security, to equitable relief, including injunctive relief and specific performance.

8.All notices required to be given hereunder shall be in writing given as follows:

To Government:

Gouvernement du Québec
710, place D’Youville, 6th Floor
Québec (Québec)  G1R 4Y4

To Alcan:

1188, Sherbrooke Street West
P.O. Box 6090
Montréal (Québec)  H3C 3A7

Attention: Corporate Secretary

To Acquirer:

770, Sherbrooke Street West, Suite 1800
Montréal (Québec)  H3A 1G1

Attention: Mr. Michel Jutras

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9.This Agreement shall be governed by and interpreted in accordance with the laws of the Province of Québec.

In witness whereof we have signed, with full knowledge that each of Alcan and the Government are entitled to rely on the foregoing as commitments which are and shall remain contractually binding upon us.

RIO TINTO CANADA HOLDING INC.		RIO TINTO PLC
By:	/s/ Michel Jutras	By:	/s/ Paul Skinner
Name:	Michel Jutras	Name:	Paul Skinner
Title:	Director	Title:	Chairman of the Board

Alcan Inc. has signed this document to confirm its acceptance of the undertakings and confirmations made herein. In so doing, Alcan Inc. is acting both on its own behalf and on behalf of the Government pursuant to the terms and conditions of the Continuity Agreement.

ALCAN INC.
By:	/s/ David McAusland
Name:	David McAusland
Title:	Executive Vice President

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EX-99.(D)(3)

Exhibit 99.(d)(3)

April 11, 2007

PRIVATE AND CONFIDENTIAL

Rio Tinto plc

6 St. James’s Square

London SW1Y 4LD

Attention: Mr Guy Elliott, Finance Director

Re: Confidentiality

Dear Sirs:

Alcan Inc. (the “Company”) and Rio Tinto plc (the “Recipient”) are pursuing exploratory discussions with respect to a possible negotiated business combination transaction involving their respective businesses the form of which has yet to be determined (a “Transaction”). In connection therewith, they have agreed to enter into this Agreement.

1.For the purposes of this Agreement, “Confidential Information” shall mean collectively all information (including, without limitation, information in the form not only of written information but also information which may be transmitted orally, visually, electronically or by other means), belonging to, relating to or otherwise concerning the Company and/or any of its Affiliates (as hereinafter defined) (including, without limitation, information concerning their respective business, affairs, financial position, corporate status, assets, contracts, rights, operations, plans or projects and activities) hereafter furnished by the Company to the Recipient, its Affiliates, its Representatives or to which the Recipient otherwise gains access, and all evaluations, forecasts, notes, reports, studies, summaries, analyses, compilations, data, or other materials or documents prepared by the Recipient or by its Representatives, containing or otherwise reflecting, in whole or in part, any such information, regardless of whether specifically identified as “confidential”. The following shall not be considered to be Confidential Information: (i) information which is or becomes generally available to the public other than as a result of a disclosure by the Recipient or any of its Representatives in breach of this Agreement; (ii) information which is known by, or becomes available to, the Recipient from a source other than the Company or its Affiliates or their respective Representatives, provided that the Recipient reasonably believes that such source is not subject to a confidentiality agreement with, or other obligation of confidentiality or secrecy to, the Company or any of its Affiliates in relation to such information; (iii) information which was independently developed by the Recipient or on its behalf without violating any of the Recipient’s obligations under this Agreement and without reliance on any Confidential Information; or (iv) information made available to the Recipient by the Company or its Affiliates at any time prior to entering into this Agreement further to formally executed agreements relating to the licensing of aluminium smelting technology or know-how provided that the Recipient remains at all times in good standing as regards its obligations under such Agreements. If only a portion of any Confidential Information falls within one or more of the foregoing exceptions, the remainder shall continue to be subject to the prohibitions and restrictions set out in this Agreement.

2.For the purposes of this Agreement, the terms “Permitted Purpose” shall mean the purposes of assisting in connection with the consideration or the consummation of a Transaction.

3.For the purposes of this Agreement, the term “Representatives” shall mean, with respect to any person, such person’s Employees and Advisors, each as hereinafter defined.

4.For the purposes of this Agreement, the term “Affiliate” of a person shall mean a person directly or indirectly controlling, or controlled by, or under common control with that person, with “control” meaning direct or indirect ownership of more than 50% of the voting securities or similar rights or interests of such person, provided that Jupiter Limited and each of Jupiter Limited’s Affiliates shall be considered to be an Affiliate of the Recipient, and the term “person” shall be broadly interpreted to include, without limitation, any individual, corporation, company, group, partnership, joint venture, association, trust, governmental organization or other entity.

5.Nothing in this Agreement shall be interpreted as obliging the Company to make any particular disclosure of any Confidential Information. The Company may cease all access to Confidential Information hereunder at any time.

6.Except as may be specifically otherwise permitted under this Agreement,

(a)the Recipient will:

(i)keep the Confidential Information strictly confidential and treat the Confidential Information as proprietary to the Company and not disclose or allow access to the Confidential Information in any manner whatsoever, in whole or in part; and

(ii)refrain from using, directly or indirectly, the Confidential Information for any purpose other than the Permitted Purpose; and

(b)the Recipient and the Company will:

(i)refrain from disclosing to any other person that Confidential Information has been made available to the Recipient or that investigations, discussions or negotiations are taking place concerning a possible Transaction; and

(ii)refrain from disclosing to any other person any Confidential Information with respect to either (i) the Recipient’s assessment of the Company, its businesses or properties or (ii) any Transaction (whether actual, proposed or under discussion or negotiation), including, without limitation, the status thereof.

7.The Recipient agrees to make all reasonable efforts to safeguard the Confidential Information from disclosure to anyone other than as specifically permitted hereby and to limit the number of its Representatives who are proposed to be given access to the Confidential Information. The Recipient shall, in the event of a breach of this Agreement or any non-permitted disclosure of Confidential Information by the Recipient, its

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Affiliates or any of their respective Representatives, notify the Company of the nature of the breach promptly upon the discovery of the breach or non-permitted disclosure. The Recipient agrees to comply with any applicable privacy laws in respect of Confidential Information relating to individuals.

In the event that the Recipient or any of its Representatives becomes legally required or compelled to disclose any of the Confidential Information, the Recipient will provide the Company with prompt written notice thereof so that the Company may seek a protective order or other appropriate remedy and the Recipient shall not oppose any action by the Company to the extent that it is seeking such a protective order or other appropriate remedy in respect of the Confidential Information. The Recipient will cooperate with the Company on a reasonable basis in its efforts to obtain a protective order or other remedy. In the event that such protective order or other remedy is not obtained, the Recipient or its Representatives will furnish only that portion of the Confidential Information which it is, based upon written legal advice of its qualified external advisors, legally required or compelled to furnish and the Recipient shall use reasonable efforts to obtain assurances that such Confidential Information will be accorded confidential treatment.

8.Notwithstanding section 6, disclosure which is otherwise not permitted may be made:

(a)to those of the Recipient’s: (i) officers, directors and employees (collectively, “Employees”); and (ii) lawyers, accountants, bankers, prospective institutional lenders, and financial and other advisors (collectively, “Advisors”), where, in each case, such Employee or Advisor (x) needs to know the Confidential Information for the Permitted Purpose in connection with duties or responsibilities to or in respect of the Recipient, (y) has been informed by the Recipient in advance of the confidential nature of the Confidential Information, and (z) has agreed with the Recipient to abide by the terms of this Agreement and its intent;

(b)by the Company to those of its Representatives who (x) need to know for the Permitted Purpose in connection with duties or responsibilities to or in respect of the Company, (y) have been informed by the Company of the obligations of the Company in relation thereto and (z) have agreed with the Company to abide by the terms in this Agreement and its intent; and

(c)to the extent that the discloser is legally required or compelled to make such disclosure.

As regards (c) of this section 8, the discloser shall not disclose the identity of the other party except to the extent legally required or compelled to do so, and only after the discloser has made reasonable efforts, to the extent practicable or permissible in view of its legal obligations to provide advance notice to the other party of the intended disclosure of such facts or identity.

In sections 7, 8 and 11 “legally required or compelled” means required or compelled by law or by any court of competent jurisdiction, the rules and regulations of any stock exchange or listing authority on which the securities of the person required or compelled to make disclosure or retention are listed, traded or quoted, or by any governmental,

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official or regulatory body which is lawfully entitled to require disclosure, however the requirement or compulsion arises, in all cases supported by written legal advice of its qualified external advisors.

The Recipient agrees to ensure that its Representatives and Affiliates will comply with the obligations of the Recipient under this Agreement and the Company agrees to ensure that its Representatives will comply with the obligations of the Company under this Agreement in each case as if they were parties hereto to the same extent as the Recipient or the Company, as the case may be.

For the purposes hereof and until such time as the Company otherwise commits in writing, the Employees and Advisors referred to in (a) of this section shall be limited to those specifically mentioned by name under item I of Schedule A.

9.The Recipient acknowledges that, for the purposes of any due diligence investigations, inquiries or discussions in relation to the Company, all requests for Confidential Information shall be directed by the Recipient exclusively to such persons as may be specifically designated by the Company. For these purposes, and until such time as the Company otherwise commits in writing, the persons so designated shall be those specifically mentioned by name under item II of Schedule A hereto.

10.Without limitation and in addition to any other restrictions imposed on the Recipient, without the prior written consent of the Company, the Recipient will not, and will direct its Representatives not to, contact in respect of a possible Transaction any Representative of the Company or its Affiliates other than such individuals who are clearly known by the Recipient to be among the Representatives of the Company or its Affiliates who are involved in the Transaction. In this regard, the Recipient acknowledges that it is in the interests of both parties to carefully manage and restrict to the extent practically possible the number of contact points between them. For these purposes, and until such time as the Company otherwise consents in writing, the Recipient and its Representatives will not be permitted to contact or attempt to contact any of the Company’s officers, directors, employees or advisors other than these specifically mentioned by name under item II of Schedule A hereto.

11.If the Recipient determines that it does not wish to be involved in a Transaction, it will promptly advise the Company of that fact. The Recipient shall at its expense on receipt of a written demand from the Company:

(a)promptly return all written Confidential Information provided to the Recipient or its Representatives by the Company or the Company’s Representatives which is in the Recipient’s possession or under the Recipient’s custody and control without keeping any copies thereof;

(b)promptly destroy all analyses, compilations, notes, studies, memoranda or other documents prepared by the Recipient or the Recipient’s Representatives to the extent that the same contain, reflect or derive from Confidential Information;

(c)so far as it is practicable to do so (but, in any event, without prejudice to the obligations of confidentiality contained in this letter), expunge any Confidential

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Information from any computer, word processor or other device in the Recipient’s possession or under the Recipient’s custody and control; and

(d)on request, supply a certificate signed by any director of the Recipient confirming that, to the best of his knowledge, information and belief, having made all proper enquiries, the requirements of this paragraph have been fully complied with;

provided that:

(i)the Recipient may retain any Confidential Information contained or referred to in board minutes or in documents referred to therein but only to the extent it is legally required or compelled to do so or to the extent necessary to establish compliance with legal duties of the Recipient’s board of directors; and

(ii)the Recipient’s Advisors may keep one copy of any Confidential Information in their possession for record purposes to the extent necessary for the purpose of compliance with requirements applicable to them by law or regulation;

and further provided that: (x) any retention pursuant to either (i) or (ii) shall be without prejudice to the duties of confidentiality hereunder and that there be in place record retention and access control policies and practices consistent therewith; and (y) the Company shall be advised of any retention pursuant to (ii).

12.The Recipient acknowledges that none of the Company, its Affiliates and any of its or their Representatives makes, nor shall be deemed to have made, any representation or warranty (express or implied) as to the accuracy or completeness of the Confidential Information or any item thereof, except to the extent specifically represented in any definitive agreement relating to a Transaction. The Recipient agrees it will rely upon investigation, due diligence and analysis of the Recipient and its Advisors in evaluating and in satisfying itself as to all matters relating to its assessment of the Company or any of its Affiliates in respect of a possible Transaction. The Recipient agrees that none of the Company, its Affiliates and any of its or their Representatives shall have any liability to the Recipient, its Representatives or to any other person, directly or indirectly, as a result of, or arising out of, the use of the Confidential Information by the Recipient or any of its Representatives except to the extent set forth in any definitive agreement eventually entered into in respect of a Transaction.

13.Neither this Agreement nor disclosure of any Confidential Information to the Recipient shall be construed as granting to the Recipient or any of its Representatives any license or right (express or implied) in respect of any part of the Confidential Information and in that regard the Recipient acknowledges and agrees that all Confidential Information made available is proprietary to the Company or its Affiliates and shall remain the property of the Company or its Affiliates, as the case may be. Without limiting the generality of the foregoing, the Company shall not be restricted in any manner whatsoever by this Agreement from disclosing its Confidential Information to third parties or using its Confidential Information for any purpose whatsoever.

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14.The Recipient acknowledges that it is aware, and it will advise its Representatives, that securities laws prohibit any person who has received from an issuer material non-public information concerning matters such as those which are the subject of this Agreement from purchasing or selling securities of such issuer or from communicating such information to any other person.

15.Without the prior written consent of the Company, the Recipient agrees that it shall not, for a period of two years from the date hereof, (i) directly or indirectly solicit for employment or to otherwise solicit to retain the services of any employee then currently employed by the Company or any of its Affiliates who has been introduced to the Recipient as a result of its consideration of a Transaction, other than as a result of general solicitations of employment not specifically directed at any employee or employees of the Company or any of its Affiliates; or (ii) employ, hire or contract for the services of any employee employed by the Company or any of its Affiliates who is introduced for the first time to the Recipient as a result of its consideration of a Transaction, other than any person employed, hired or contracted with as a result of general solicitations of employment not specifically directed at any employee or employees of the Company or any of its Affiliates; provided that the foregoing shall not prohibit the Recipient from discussing employment with, making any offer of employment to or hiring any employee who initiates discussions with the Recipient regarding employment with the Recipient, so long as none of the Recipient, its subsidiaries or any of their respective Representatives shall have solicited or otherwise encouraged such key employee to initiate such discussions.

16.The Recipient acknowledges and agrees that the Company may not have an adequate remedy at law and may suffer losses which could not be adequately compensated for by damages in the event that any of the provisions of this Agreement are not performed by the Recipient or any of its Affiliates or their respective Representatives in accordance with their specific terms or are otherwise breached by the Recipient or its Affiliates or any of their respective Representatives. Accordingly, the Recipient agrees that the Company and its Affiliates and their respective Representatives shall be entitled as a matter of right to injunctive relief or specific performance to prevent breaches of this Agreement and to specifically enforce the terms and provisions hereof without proof of actual damages to the Company and its Affiliates or their respective Representatives and notwithstanding that damages may be readily quantifiable, in addition to any other remedy to which the Company and its Affiliates or their respective Representatives may be entitled at law or in equity. The Recipient hereby consents to any preliminary or ex parte applications for such relief to any court of competent jurisdiction and further agrees not to plead sufficiency of damages as a defence in the proceeding for such injunctive relief or specific performance brought by the Company and its Affiliates or their respective Representatives. The prevailing party in any such litigation will be entitled to payment of its reasonable legal fees and disbursements, court costs and other expenses of enforcing, defending or otherwise protecting its interest hereunder. The foregoing shall not be interpreted to limit any other legal recourses available to the Company in the event of any breach by the Recipient or any of its Affiliates or their Representatives of any of the provisions of this Agreement.

17.The Recipient understands and agrees that no understanding, contract or agreement providing for a Transaction shall exist or be deemed to exist unless and until a definitive

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agreement with respect thereto has been executed and delivered. The Recipient also understands and agrees that there has been no final decision taken by the Company or its Board of Directors to complete a transaction of a nature similar to a Transaction with the Recipient or any Affiliate thereof and the provision of Confidential Information hereunder shall not be taken as indicating that any such decision has been made or is likely to be made. The Recipient acknowledges and agrees that unless and until such an agreement has been formally executed and delivered in writing: (i) neither the Company nor its Affiliates shall have any legal obligation of any kind whatsoever with respect to any Transaction (including any process, dealings or negotiations in relation to a Transaction) with the Recipient by virtue of this Agreement or any other written or oral expression with respect to any Transaction except, in the case of this Agreement, for the matters specifically agreed to herein, (ii) the Company and its Affiliates shall be free to cease all activities and communication in respect of the matters referred to herein at any time, and (iii) the Company and its Affiliates shall be free to conduct themselves with respect to any possible or proposed Transaction as they may determine in their sole discretion (including, without limitation, negotiating or entering into an agreement in relation to a transaction with any other person without prior notice to the Recipient).

18.No amendment to or waiver of terms and conditions of this Agreement shall be valid and binding on the parties hereto unless made in writing and signed by an authorized representative of each of the parties. It is further understood and agreed that no failure or delay by the Company in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or future exercise of any right, power or privilege hereunder.

19.Any demand, notice or other communication authorized or required to be given by or in connection with this Agreement shall be given in writing and shall be given by personal delivery, courier or by facsimile or email addressed to the recipient as follows:

To the Recipient:
	Rio Tinto plc
	6 St. James’s Square
	London SW1Y 4LD
	UK
	Attention:	Mr Guy Elliott, Finance Director
	Fax:	+44 20 7753 2200
	Email:	guy.elliott@riotinto.com

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To the Company:
	Alcan Inc.
	1188 Sherbrooke Street West
	Montreal
	Quebec H3A 3G2
	Canada
	Attention:	Mr David McAusland, Executive Vice President, Corporate Development and Chief Legal Officer
	Fax:	+1514 848 1341
	Email:	david.mcausland@alcan.com

or to such other address, facsimile number, email address or individual as may be designated by notice given by either party to the other. Any communication given by personal or courier delivery shall be conclusively deemed to have been given on the day of actual delivery thereof, and if given by facsimile or email, on the day of transmittal thereof if given during the normal business hours of the party receiving such facsimile, and on the day during which such normal business hours next occur if not given during such hours on a business day of the party receiving such facsimile or email.

20.This Agreement shall be governed and construed in accordance with the laws of the Province of Quebec, Canada, excluding any conflict-of-laws provisions that would require application of the laws of any other jurisdiction. Both parties hereby irrevocably accept the exclusive jurisdiction of the courts of the Province of Quebec, agree to be bound by any judgment rendered by any of such courts in connection with this Agreement, and waive any objections they may have to such jurisdiction or venue.

21.This Agreement is not intended to create, and shall not be construed as creating, a joint venture, partnership or other form of business association between the parties, nor as establishing a license or grant of any kind from one party to another. No right or license whatsoever, either expressed or implied, is granted to the Recipient, its Affiliates or its Representatives pursuant to this Agreement under any patent, patent application, trade mark, or other proprietary right, now or hereafter owned or controlled by the Company or its Affiliates.

22.If any provision or any part of this Agreement is or is held to be unenforceable, invalid or illegal, in whole or in part, then the enforceability, validity or legality of the other provisions of this Agreement shall not be affected thereby, and there shall be deemed substituted for the provision at issue an enforceable, valid and legal provision as similar as possible to the provision at issue.

23.Facsimiles or scanned copies of this executed document will be treated as original documents and are valid and binding on the parties.

24.The obligations of confidentiality and other agreements contained in this Agreement are in addition to, and not in limitation of, any other applicable legal restrictions upon the use and disclosure of the Confidential Information.

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25.The Recipient may not assign this Agreement or any of its rights hereunder, whether in whole or in part, without the express prior written consent of the Company. The provisions of this Agreement shall enure to the benefit of and shall be binding on the parties hereto and their respective successors and permitted assigns, as the case may be. The Company has represented to the Recipient that it is acting as agent for its Affiliates with respect to the benefits of this Agreement and the rights and obligations of such Affiliates hereunder and the Recipient acknowledges that representation.

26.This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and cancels and supersedes any prior understandings and agreements between the parties hereto with respect thereto. There are no representations, warranties, terms, conditions, undertakings or collateral agreements, express, implied or statutory, between the parties other than as expressly set forth in this Agreement.

If the Recipient is in agreement with the foregoing, please so indicate by signing and returning one copy of this letter whereupon this letter will constitute the agreement of the parties with respect to the subject matter hereof.

Yours truly,
ALCAN INC.
By:	/s/ David McAusland
	Name: David McAusland
	Title: Executive Vice President, Corporate Development and Chief Legal Officer

ACCEPTED AND AGREED TO AS OF THE DATE SET FORTH ABOVE.

RIO TINTO plc
By:	/s/ Guy Elliott
	Name: Guy Elliott Title: Finance Director

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Schedule A to the Confidentiality Agreement
dated as of April 11, 2007 between Alcan Inc. and Rio Tinto plc

I.Specifically named employees and advisors as per section 8:

See attached

II.Officers, directors, employees and advisors permitted to be contacted by the Recipient or its Representatives as per section 9 and 10:

See attached

Paul Skinner
Leigh Clifford
Tom Albanese
Guy Elliott
Oscar Groeneveld
Phillip Strachan
Peter Cunningham
Trevor Mills
Chris Lenon
Janine Juggins
Abel Martins Alexandre
Robin Smith
Clive Shepherd
Andrew Horvat
Alan Hustwick
Steve Dumble
Xiaoling Liu
Bruce Kelly
Sandra Walker

Advisors

Deutsche Bank
Linklaters
McCarthy Tétrault

II.

L. Yves Fortier
Richard B. Evans
Michael Hanley
David McAusland

EX-99.(D)(4)

Exhibit 99.(d)(4)

RIO
TINTO

25 June 2007

Alcan Inc.
1188 Sherbrooke Street West
Montreal
Quebec H3A 3G2

Attention:  Mr David McAusland, Executive Vice President, Corporate Development and Chief Legal Officer

Dear Sirs,

We refer to the confidentiality agreement dated April 11, 2007 between Alcan Inc. (“Alcan”) and Rio Tinto plc (“Rio Tinto”) related to a possible transaction in which Rio Tinto and/or one or more of Rio Tinto’s Affiliates would acquire all of the outstanding common shares of Alcan (the “Confidentiality Agreement”). Capitalised words and expressions used in this letter shall, unless expressly defined herein, have the meanings given to them in the Confidentiality Agreement.

You and we have agreed certain amendments to the Confidentiality Agreement and we write to record what we agreed.

With effect from June 13, 2007, the Confidentiality Agreement shall be amended as follows:

(a)by substituting “Rio Tinto plc” for “Jupiter” where it appears in section 4;

(b)by deleting from section 20 the whole of the second sentence;

(c)by adding a new section 27 which reads as follows:

“27.Except as otherwise expressly provided herein, the obligations of the Recipient under this Agreement shall expire on June 15, 2012.”;

(d)by adding a new Schedule B thereto entitled “Privileged Information”, a copy of which is attached hereto as Exhibit 1; and

(e)by adding a new Schedule C thereto entitled “Competitively-Sensitive Information”, a copy of which is attached hereto as Exhibit 2.

The Confidentiality Agreement shall continue in full force and effect, amended with effect from June 13, 2007 as set out in this letter.

Rio Tinto plc 6 St. James’s Square London SW1Y 4LD
Telephone 020 7930 2399 Direct Line 020 7753      Fax 020 7930 3249
REGISTERED OFFICE: 6 St. James’s Square London SW1Y 4LD Registered in England No.719885

This letter is governed by and shall be construed in accordance with the laws of The Province of Quebec and the laws of Canada applicable therein.

We would be grateful if you would signify your agreement with and acceptance of the provisions of this letter by signing and returning to us the enclosed copy of this letter.

Yours faithfully, RIO TINTO plc
By:	/s/ Anette V. Lawless
	Name:	Anette V. Lawless
	Title:	Company Secretary

Enc.

Agreed and accepted
Date:
		Alcan Inc.
	By:	/s/ David McAusland
		Name:	David McAusland
		Title:	Executive Vice President, Corporate Development and Chief Legal Officer

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EXHIBIT 1

Schedule B to the Confidentiality Agreement
dated April 11, 2007 between Alcan Inc. and Rio Tinto plc

PRIVILEGED INFORMATION

The Recipient acknowledges that certain of the books, records or information of the Company representing or containing Confidential Information to which it may be given access may be books, records and information to which solicitor-client privilege, attorney-client, attorney work-product or litigation privilege (“Privilege”) attaches (collectively, “Privileged Material”). The Recipient recognizes and acknowledges that the Company has a material interest in the preservation of Privilege in respect of any such Privileged Material and agrees that:

(a)such access is being provided solely for the purposes set out in this Agreement;

(b)such access is not intended and should not be interpreted as a waiver of any Privilege in respect of Privileged Material or any right to assert or claim Privilege in respect of Privileged Material. To the extent there is any waiver, it is intended to be a limited waiver in favour of the Recipient, solely for the purposes set out in this Agreement;

(c)it shall keep the Privileged Material in strict confidence, and disclose such material solely to its legal counsel and to its directors, officers, employees, accountants and financial advisors and only to the extent required for the purposes of this Agreement;

(d)at the request of the Company, all copies of Privileged Material, and any notes that would disclose the contents of Privileged Material, will be destroyed or returned to the Company; and

(e)at the request and expense of the Company, the Recipient will claim or assert, or co-operate to claim or assert, Privilege in respect of Privileged Material of the Company.

The parties recognize that, as regards such matters, they have a common interest and believe it is in their best interests to cooperate should there be any challenge in respect of such matters in connection with the Transaction.

EXHIBIT 2

Schedule C to the Confidentiality Agreement
dated April 11, 2007 between Alcan Inc. and Rio Tinto plc

COMPETITIVELY SENSITIVE INFORMATION

For the purposes of this Schedule C, Confidential Information shall also mean information belonging to, relating to or otherwise concerning the Recipient and/or any of its Affiliates, and the definition of Confidential Information in the Confidentiality Agreement dated April 11, 2007 (the “CA”) shall apply mutatis mutandis in respect of such information.

Each of the parties acknowledges that certain Confidential Information is likely by its nature to be competitively-sensitive and may be designated as such by or on behalf of the disclosing party (the “Disclosing Party”) or its Representatives in respect of its own information as “competitively-sensitive” (any such Confidential Information which is so designated being collectively, “Competitively-Sensitive Information” of such party). Any Competitively-Sensitive Information, including all notes, analyses, compilations, studies, reports or other documents and work products based thereon or relating thereto, of the Disclosing Party, shall be governed by the terms of this Schedule C in order to ensure that the other party (the “Other Party”) would not be able to derive a competitive advantage from the disclosure of such Competitively-Sensitive Information.

Notwithstanding any other provision of this Agreement, Confidential Information which is Competitively-Sensitive Information of the Disclosing Party shall be disclosed only to the relevant Clean-Team Representatives of the Other Party listed in item (a) of Appendix I hereto and, to the extent that such disclosure is deemed necessary for the purpose of evaluating a possible Transaction or preparing for integration following a Transaction or for the purposes of preparing and submitting draft and final form notifications, filings and submissions to and/or defending any review of a Transaction by relevant competition and anti-trust authorities (“Competition Authorities”), to the designated Representatives of the Other Party listed in item (b) of Appendix I hereto (the “Specially Designated Representatives”). Competitively-Sensitive Information of the Disclosing Party thus disclosed to the Clean-Team Representatives or the Specially Designated Representatives of the Other Party may not be shared by such Representatives with any other Person. Notwithstanding the foregoing, and subject to the terms hereof, Confidential Information (including Competitively-Sensitive Information) of the Company may be disclosed to the Competition Authorities where deemed necessary or advisable (i) where the notification, filing and/or submission to the relevant Competition Authority is the sole responsibility of the Recipient, in the view of the Recipient’s legal counsel, such legal counsel having first consulted with the Company’s legal counsel; (ii) where the notification, filing and/or submission to the relevant Competition Authority is the sole responsibility of the Company, in the view of the Company’s legal counsel, such legal counsel having first consulted with the Recipient’s legal counsel; and (iii) where the notification, filing and/or submission to the relevant Competition Authority is the joint responsibility of the Recipient and the Company, in the shared view of the Recipient’s

legal counsel and the Company’s legal counsel. If Competitively-Sensitive Information pertaining to a party is contained in any written joint submission to the Competition Authorities, it shall be removed from all copies of such submission provided to the other party (other than such other party’s Clean-Team Representatives and those Specially Designated Representatives who require such Competitively-Sensitive Information).

For the purposes of this Agreement, the term “Clean-Team Representatives” of a party shall mean Representatives retained by that party for the purpose of (i) examining, analyzing, addressing, or advising with respect to any possible competition law/anti-trust law issues relating to a possible Transaction, (ii) preparing and submitting draft and final form notifications, filings and submissions to and/or defending any review of a Transaction by the relevant Competition Authorities or (iii) examining, analyzing, addressing or advising that party with respect to any possible synergies relating to a possible Transaction. Each party may, subject to the terms hereof, by notice to the other party (which notice shall specify each such person’s name and job title) amend its list of Specially Designated Representatives from time to time. Each party may amend the list of Clean Team Representatives from time to time and shall provide prompt written notice thereof to the other party.

Each of the parties agrees to cooperate with the other party and coordinate its efforts with a view to adopting a joint approach with the other party with respect to Competition Authorities for all competition and anti-trust regulatory compliance purposes (whether related to preliminary discussions or formal compliance or filings) in connection with a Transaction. Without limiting the generality of the foregoing, each of the parties will cooperate and coordinate with the other party in exchanging information and supplying assistance that is reasonably requested for regulatory compliance purposes. Each of the parties shall provide the other with advanced copies and an opportunity to comment on all applications, notices, submissions, consents, filings, correspondence and material supplied to or filed with Competition Authorities, and copies of all notices, consents, rulings, orders, no-actions letters, correspondence and material received from Competition Authorities; and consult with the other party in advance of any meeting or other discussions with Competition Authorities, and to the extent permitted by such Competition Authorities, permitting representatives of the other party (such representatives being Specially Designated Representatives) to attend such meetings and discussions. Without limiting the generality of the foregoing, neither party will take any unilateral action with Competition Authorities without first consulting and using reasonable endeavours to reach agreement with the other party.

Each party hereby waives any right it may have to receive Competitively-Sensitive Information of the other party provided directly or indirectly to its Clean-Team Representatives by the other party pursuant to this Agreement and hereby confirms that its Clean-Team Representatives shall not disclose to it or its Representatives (other than its Specially Designated Representatives within the constraints referred to above) Competitively-Sensitive Information pertaining to the other party so obtained.

Notwithstanding anything to the contrary in this Schedule, nothing in this Schedule shall oblige the Recipient to provide to the Company any information belonging to, relating to or otherwise concerning the Recipient and/or any of its Affiliates unless the Company shall first have entered into a confidentiality agreement with the Recipient in relation to

such information which is identical in all material respects to the CA mutatis mutandis except that such confidentiality agreement shall be governed by and construed in accordance with the laws of England.

Appendix 1

(a)Clean Team Representatives

(i) Of the Recipient

McCarthy Tetrault
Linklaters LLP
Kaye Scholer
Aliens Arthur Robinson

and such other independent legal counsel and other advisers as the Recipient may from time to time retain in respect of the Transaction, subject to prompt written notice thereof to the Company.

(ii) Of the Company

Ogilvy Renault
Sullivan & Cromwell
Freshfields Bruckhaus Deringer

and such other independent legal counsel and other advisers as the Company may from time to time retain in respect of the Transaction, subject to prompt written notice thereof to the Recipient.

(b)Specially Designated Representatives

(i) Of the Recipient

Such persons as the Recipient may by notice (which notice shall contain each such person’s name and job title) designate to the Company from time to time, such persons not to have any operational role in the aluminium product group of the group of companies comprising the Recipient and its Affiliates.

(ii) Of the Company

Such persons as the Company may by notice (which notice shall contain each such person’s name and job title) designate to the Recipient from time to time, such persons not to have any operational role in the bauxite and alumina and primary metal business groups of the group of companies comprising Saturn and its Affiliates.

EX-99.(D)(5)

Exhibit 99.(d)(5)

Rio Tinto plc
6 St. James’s Square
London SW1Y4LD

June 13, 2007

Private & Confidential

Alcan Inc.
1188 Sherbrooke Street West
Montreal, Quebec H3A 3G2

Attention:Mr. David McAusland
Executive Vice President, Corporate Development and Chief Legal Officer

Dear Sirs:

This letter agreement is entered into in furtherance of the confidentiality agreement dated 11 April 2007 between Alcan Inc. (the “Company”) and Rio Tinto plc (the “Recipient”) (the “NDA”) related to a possible transaction in which the Recipient and/or one or more companies in the Recipient’s Group would acquire all of the outstanding common shares of the Company (the “Transaction”) and in consideration of the Company making available to the Recipient certain Confidential Information (as defined in the NDA). In connection therewith, the Recipient and the Company agree as set out below.

Definitions

1.The following definitions apply for the purposes of this letter:

“Associate”, in relation to any person, means:

(i)any entity within the same Group as that person; or

(ii)any director of that person or of any entity within the same Group as that person; or

(iii)any entity, 20 per cent or more of whose issued share capital (or share capital carrying 20 per cent or more of the votes ordinarily exercisable at shareholders’ meetings) is owned by members of the same Group as that person

“Competing Proposal” means a transaction which is reasonably likely to preclude, restrict, delay or frustrate the Transaction, including, without limitation, (i) any

proposal by third parties seeking to acquire control of the Company or which could result in third parties acquiring control of the Company, (ii) any proposal by the Company to acquire, divest or enter into a joint venture in respect of, all or substantially all of the Company’s assets.

“Group”, in relation to any person, means the group comprising that person and entities which directly or indirectly control, or are controlled by, or are under common control with that person, with control meaning direct or indirect ownership of more than 50% of the voting securities or similar rights or interests of such person and, in the case of the Recipient, includes Rio Tinto Limited and any companies which are subsidiaries of Rio Tinto Limited.

“Investment Fund Manager” means a person who is principally engaged in the business of managing investment funds for other persons who are not Associates of such manager and who do not act jointly or in concert with such manager as part of the manager’s duties as agent for fully managed accounts.

“legally required or compelled” means required or compelled by law or by any court of competent jurisdiction, the rules and regulations of any stock exchange or listing authority on which the securities of the person required or compelled to make an announcement or disclosure are listed, traded or quoted, or by any governmental, official or regulatory body which is lawfully entitled to require an announcement or disclosure, however the requirement or compulsion arises, in all cases based upon written legal advice of the Recipient’s qualified external advisors.

“Mars Offer to Purchase” means the Offer to Purchase relating to the Mars Transaction filed by Mars with the Securities and Exchange Commission on May 7, 2007 on Form S-4.

“Mars Transaction” means a transaction comprising the acquisition by Mars and/or one or more companies in Mars’s Group of all the outstanding the Company common shares.

“person” shall be broadly interpreted to include, without limitation, any individual, corporation, company, group, partnership, joint venture, association, trust, governmental organization or other entity.

“Standstill Period” has the meaning given in paragraph 2.

“Transaction” has the meaning given in the first (unnumbered) paragraph of this letter.

Standstill

2.The Recipient agrees that it shall not, and that it shall procure that the members of the Recipient’s Group shall not, directly or indirectly, including through one or more

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intermediaries and including pursuant to any contract right, derivative security or by assisting, advising, encouraging, agreeing with, discussing or negotiating or otherwise acting in concert with any other person or persons or other means, for the period from the date of this Agreement until April 1, 2008 (the “Standstill Period”), other than pursuant to a Transaction which is recommended by the board of directors of the Company or is otherwise commenced with the prior written consent of the Company (as evidenced by a resolution of its Board of Directors or a written consent signed by the Company’s Chairman or its Chief Executive Officer):

(i)acquire, agree to acquire or otherwise seek to acquire any beneficial interest in the share capital of the Company or any material assets of the Company or any members of the Company Group (other than pursuant to the purchase of equipment or inventory in the ordinary course of business); or

(ii)make a take-over bid, tender offer or exchange offer for all or any part of the share capital of the Company; or

(iii)announce, or take any action which would require the announcement of, any proposals by the Recipient for any takeover, merger, consolidation, share exchange, amalgamation, arrangement, or other business combination or any other similar transaction involving the securities of the Company or its material assets or business; or

(iv)solicit proxies with respect to any securities of the Company or otherwise take any action to solicit, or in any way participate in, or facilitate the solicitation of support or otherwise influence any shareholders of the Company for any transaction contemplated by (i) to (iii) (inclusive) above; or

(v)make any public announcement with respect to any of the foregoing, except as, and solely to the extent, legally required or compelled (and provided that the reason for any such required announcement is not the result of any action taken by the Recipient).

3.The provisions of paragraph 2 shall cease to apply:

(a)if

(i)on or after the date hereof, the Company announces that it has entered into an agreement with a person (other than the Recipient or any member of the Recipient’s Group) for the acquisition, directly or indirectly, of more than 50% of the outstanding common shares of the Company, or all or substantially all of the assets of the Company Group on a consolidated basis; or

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(ii)       in respect of the Mars Transaction, (x) all applicable waiting periods under the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976 (as amended) and the rules and regulations thereunder expire or are terminated; (y) the European Commission shall take a decision declaring the Mars Transaction compatible with the common market under Council Regulation (EC) 139/2004 (as amended) and (z) the Commissioner of Competition shall have issued an advance ruling certificate pursuant to Section 102 of the Competition Act (Canada) or, alternatively, there shall have occurred the expiration or waiver of any waiting period related to merger pre-notification under Part IX of the Competition Act (Canada) together with the receipt of advice from the Commissioner of Competition (which advice will not have been rescinded or amended), that such Commissioner does not intend to oppose the acquisition contemplated by the Mars Transaction; and there shall also have occurred the receipt or deemed receipt of confirmation from the Minister responsible under the Investment Canada Act that such Minister is satisfied that the consummation of the Mars Transaction is likely to be of net benefit to Canada; or

(iii)the Company provides any person (other than the Recipient and the persons who are to be restricted under paragraph 2) with Confidential Information (as defined in the NDA but with reference to the Recipient being to such person) for the purposes of allowing that person or any other person to evaluate or consider the making of a Competing Proposal without first entering into a confidentiality agreement with such person which contains standstill provisions; or

(iv)any person or persons, whether or not connected in any way, directly or indirectly beneficially acquire(s) by way of subscription for newly issued shares (whether in a single transaction or in aggregate pursuant to one or more transactions) more than twenty per cent (20%) of the issued and outstanding common shares of the Company (calculated on a fully diluted basis), the percentage being calculated by reference to the Company’s issued and outstanding common shares as at the date of this Agreement; or

(v)the Company sells or transfers to a third party or by way of contribution to a joint venture a majority (in alumina or aluminum production capacity, as the case may be) of the assets of either of its primary metals or bauxite and alumina divisions; or

(b)if any person (other than the Recipient and the persons who are to be restricted under paragraph 2):

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(i)shall have acquired, other than by way of subscription for newly issued shares, a direct or indirect beneficial interest in shares or other instruments that confer such an interest and cause such person to control directly or indirectly more than ten (10) per cent of the votes ordinarily exercisable at a general meeting of shareholders of the Company (other than any such interest acquired by an Investment Fund Manager in the ordinary course of business); or

(ii)has commenced a bona fide take-over bid, tender offer or exchange offer for a majority of the outstanding common shares of the Company or has announced an intention to make such an offer and the Company has announced that its Board of Directors has or will recommend acceptance thereof (or in a public securities filing states that, after consideration, its board of directors remains neutral with respect to such offer; or

(c)if the Company fails to conduct in a good faith manner the meetings and discussions incidental thereto to be held between June 13 and June 18,2007 referred to in the agenda attached hereto as Schedule 3 (c) and substantially as set forth in Schedule 3 (c) and the provision of information pursuant thereto reasonably requested at such meetings or discussions and agreed in writing thereat by the Company to be provided.

The Company shall promptly notify the Recipient of the occurrence of any of the events referred to in paragraph 3, giving details of the same, which have not been publicly disclosed or announced.

Most Favoured Nation Clause

4.If, during the Standstill Period, the Company enters into a confidentiality agreement containing standstill provisions with a person in connection with a Competing Proposal, which standstill provisions are for a term which expires prior to April 1, 2008 or otherwise are materially more favourable to such person in respect of the subject matter contained in the provisions of paragraphs 2 and 3, the Company shall not provide such person with any Confidential Information for the purposes of allowing that person or any other person to evaluate or consider the making of a Competing Proposal without giving the Recipient prompt notice of the entering into of any such agreement (but not the name of the counter party) together with a copy of the provisions containing the shorter term or the provisions containing any other materially more favourable standstill provisions, as the case may be, and offering to the Recipient the opportunity to substitute such standstill provisions for those contained in paragraphs 2 and 3.

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General

5.No failure or delay by either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or future exercise thereof or the exercise of any other right, power or privilege hereunder. No provision of this letter agreement can be amended without the specific written consent of both parties.

6.This letter agreement shall be governed and construed in accordance with the laws of the Province of Quebec and the laws of Canada applicable therein.

7.This letter agreement and the rights and obligations of each party shall not be assignable by either party.

8.In case provisions of this letter agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this letter agreement shall not in any way be affected or impaired thereby.

9.This letter agreement, together with the NDA, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior understandings and arrangements between the parties with respect thereto. There are no representations, warranties, terms, conditions or collateral or ancillary agreements, express or implied, between the parties other than as expressly set forth in this Agreement.

10.The obligations of the Recipient under this Agreement are in addition to, and not in limitation of, any applicable legal restrictions upon the use and disclosure of Confidential Information (as defined in the NDA) and the Recipient acknowledges that it is aware of the limitations imposed by applicable securities laws on purchasing and selling securities when in possession of material non-public information, or on communicating such information to third parties.

11.The parties hereto acknowledge and agree that they have both participated in the negotiations and preparation of this letter agreement. Accordingly, the parties further agree that no presumption or burden of proof shall be raised in any question of interpretation of this letter agreement based upon any assertion that one party or the other has drafted this letter agreement or any provision hereof.

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Please confirm your agreement with the foregoing by signing and returning one copy of this letter agreement to the undersigned, whereupon this letter agreement shall become a binding agreement between the Company and the Recipient.

Yours faithfully, Rio Tinto plc
By:	/s/ Tom Albanese
	Name: Tom Albanese
	Title: CEO

Accepted and agreed as of June 13, 2007

Alcan Inc.
By:	/s/ Michael Hanley
	Name:	Michael Hanley
	Title:	EVP & CFO

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Schedule 3 (c)

	AM		PM
Date	Business Group	Participants	Function	Participants
13-Jun	Primary Metal	Michel Jacques (President) Jean Simon (President, NA) Jean Meagher (VP & Finance Director) Don Macmillan (VP, Technology & Oper. Excellence) Pierre Arseneautt (VP Strategic Planning & Energy)	River Commitments & Antitrust Plan; Issues regarding Alcoa Antitrust Plan and Alcan France Social Issues	Dick Evans (CEO) and Tom Albanese (Chief Executive) –> maybe David McAusland (Exec. VP. Bus. Dev. And Chief Legal Officer) Steven Holley (Sullvan & Cromwell)
14-Jun	Bauxite & Alumina	Jacynthe Cote (President) Jacques Demanche (VP, Business Dev & Strat Planning) Michael Noian (VP, Commercial Operations)	Financial Statements & Tax	Cesidio Ricci (VP & Controller) Glenn Ricci (Chief Accounting Officer) Michael O’Connor (Chief Tax Officer)
15-Jun	Engineered Products	Christel Bories (President) Jean-Noel Dargnies (VP, Business Development) Clotilde Delbos (VP & Finance Director)	Pensions, Insurance, Forward metal and commodity positions	Rhodrl Harries (VP & Treasurer) Michel Methot (Chief Actuary) Frank Capozzolo (Director, Corp. Real Estate & Insurance)
18-Jun	Packaging	llene Gordon (President) Adrian Haughton (VP, Business Development) Simon Swann (VP & Finance Director)	Environmental/Litigation	Pierre Chenard (VP and General Counsel, Operations)

Alcan Due Diligence Team:

Michael Hanley (CFO)
Arvind Jain (VP Corporate Strategy)
Cesldio Ricci (VP & Corporate Controller)
Brian Healy (Morgan Stanley)

EX-99.(D)(6)

Exhibit 99(d)(6)

AMENDMENT TO
SUPPORT AGREEMENT

The undersigned refer to the Support Agreement dated July 12, 2007 and hereby agree that the Support Agreement is hereby amended with effect from July 12, 2007 to correct certain inadvertent clerical errors and/or to reflect the true intention of the parties as follows:

1.by deleting clause (iv) in its entirety from Section 5.1(b) thereof and substituting therefor the following:

“(iv)        enter into, create, declare, adopt, amend, vary, modify or take any other action with respect to any bonus, profit sharing, incentive, salary or other compensation, equity based award, pension, retirement, deferred compensation, severance, change in control, employment or other employee benefit plan, agreement, award or arrangement for the benefit or welfare of any officer, director or employee, or similar rights or other benefits, except (A) to comply with outstanding compensation obligations in effect on the date hereof, or (B) for salary increases, bonus and other compensation awards for employees (other than officers and directors) in the Ordinary Course;”;

2.by deleting clause (xviii) in its entirety from Section 5.1(b) thereof and substituting therefor the following:

“(xviii)    except for (A) purchases of inventory or supplies in the Ordinary Course of the downstream business, (B) budgeted sustaining capital expenditures in accordance with existing business plans for the downstream business and which are referred to in the Alcan Disclosure Letter, or (C) purchases or expenditures made or incurred for projects which are referred to in the Alcan Disclosure Letter and provided that such purchases or expenditures have been approved by Alcan pursuant to a request for an appropriation, purchase any assets in the downstream business having a value in excess of $100,000,000 in the aggregate, any such transaction or transactions being hereby acknowledged not to be a transaction or transactions in the Ordinary Course or a Permitted Action; in connection with such purchases permitted under the $100,000,000 basket, Alcan hereby acknowledges its intention to give priority to such purchases that relate to Alcan’s Engineered Products business group”;

3.by adding the following immediately after end of Section 6.3(d)(iv):

“and Rio Tinto, Offeror and Alcan shall promptly take all other actions necessary, proper or advisable (including, without limiting the generality of the foregoing, reasonable written undertakings to the appropriate Minister) to obtain as soon as reasonably practicable the approval of the French Minister of Economy or any other such French Minister;”

4.by replacing the words “Alcan Termination Fee” in the last line of Section 6.6(g) with the words “Rio Tinto Termination Payment”;

5.by deleting the first five lines of Section 7.2(e) thereof and substituting therefor the following:

“Alcan shall be entitled to a cash termination payment in an amount equal to the lesser of $1,049 million and one percent of the combined market capitalization of Rio Tinto and RTL (excluding such part of the market capitalization of RTL as relates to any shares in RTL which are held by Rio Tinto Subsidiaries) at the date such payment becomes due and payable less the amount of any non-resident withholding Tax required by Laws relating to Taxes to be withheld which is promptly remitted to the relevant Governmental Authority (the “Alcan Termination Payment”) if this Agreement is terminated:”;

6.by inserting the following new clause (E) immediately after clause (D) in paragraph (d) of Schedule A (Conditions of the Offer) thereto:

“(E) all approvals required under the Continuity Agreement and any approvals under the TP Act, the FAT Act, the Exon-Florio Act or from the French Minister of Economy or other relevant French Ministers contemplated under Section 6.3(a) or (d) of this Agreement shall have been obtained, or any applicable waiting periods in respect of any of the foregoing shall have expired or been terminated;”;

7.by relettering the existing clause (E) in paragraph (d) of Schedule A (Conditions of the Offer) thereto as clause (F); and

8.by replacing in paragraph (e) of Schedule A (Conditions of the Offer), in the first line thereof, the cross-reference to paragraph (b) with a cross-reference to paragraph (d).

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The Support Agreement shall continue in full force and effect amended with effect from July 12, 2007 as set out in this Amendment to Support Agreement.

This Amendment to Support Agreement is governed by and shall be construed in accordance with the laws of the Province of Quebec and the federal laws of Canada applicable therein.

Dated July 20, 2007.

RIO TINTO plc
By:	/s/ Paul Skinner
	Paul Skinner
RIO TINTO CANADA HOLDING INC.
By:	/s/ Michel Jutras
	Michel Jutras
ALCAN INC.
By:	/s/ David McAusland
	David McAusland

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