Alcan Inc. - MRRS Decision

Headnote

Mutual Reliance Review System for Exemptive Relief Applications -- exemption from the requirements to deliver any securityholder requesting a copy of its annual and interim financial statements and related MD&A concurrently with the filing of these materials with the SEC.

Instruments Cited

National Instrument 51-102 Continuous Disclosure Obligations.

March 7, 2006

IN THE MATTER OF

THE SECURITIES LEGISLATION

OF QUEBEC AND ONTARIO

(THE JURISDICTIONS)

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

ALCAN INC. (THE "FILER")

MRRS DECISION DOCUMENT

Background

The local securities regulatory authority or regulator (the "Decision Maker") in each of the Jurisdictions has received an application from the Filer for a decision under the securities legislation (the "Legislation") of the Jurisdictions for an exemption from the requirement to deliver its interim and annual financial statements (collectively, the "Financial Statements") and management's discussion and analysis ("MD&A") to any securityholder that requests a copy by the date the Filer files its Financial Statements and MD&A with the SEC (the "Requested Relief").

Under National Policy 12-201 -- Mutual Reliance Relief System for Exemptive Relief Applications ("NP 12-201"):

(a) the Autorité des Marchés Financiers is the principal regulator for this application, and

(b) this MRRS Decision Document evidences the decision of each Decision Maker.

Application of Principal Regulator System

Under Multilateral Instrument 11-101 Principal Regulator System ("MI 11-101"):

(a) the Autorité des Marchés Financiers is the principal regulator for the Filer,

(b) the Filer is relying on the exemption in Part 3 of MI 11-101 in British Columbia, Alberta, Saskatchewan, Manitoba, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Labrador, Yukon, Northwest Territories and Nunavut, and

(c) this MRRS decision document evidences the decision of the Principal Regulator.

Interpretation

Defined terms contained in National Instrument 14-101 -- Definitions have the same meaning in this decision unless they are defined in this MRRS Decision Document.

Representations

This decision is based on the following facts represented by the Filer:

1. The Filer is incorporated under the Canada Business Corporations Act with its head office located in Montréal, Quebec.

2. The Filer is a "reporting issuer" in each of the Canadian jurisdictions in which such concept exists, and is an "SEC issuer" within the meaning given to such term in National Instrument 51-102 -- Continuous Disclosure Obligations ("NI 51-102") and National Instrument 52-107 - Acceptable Accounting Principles, Auditing Standards and Reporting Currency ("NI 52-107").

3. The outstanding common shares of the Filer are listed on the Toronto and New York stock exchanges.

4. As permitted by Part 4 of NI 52-107, the Filer prepares its Financial Statements in accordance with United States generally accepted accounting principles.

5. In the United States, interim financial statements and related MD&A for the Filer are included in its Quarterly Report on Form 10-Q (the "Form 10-Q") prepared pursuant to the applicable requirements of the 1934 Act and filed with the SEC. Annual financial statements and related MD&A for the Filer are included in its Annual Report on Form 10-K (the "Form 10-K") prepared pursuant to the applicable requirements of the 1934 Act and filed with the SEC.

6. The Filer is currently required to file its Form 10-Q with the SEC within 40 days of the end of each fiscal quarter, and to file its Form 10-K with the SEC within 75 days of the end of each fiscal year.

7. The Filer's interim and annual financial statements and related MD&A are filed in Canada concurrently with the SEC filings in accordance with the requirements of NI 51-102, and are substantially identical in content to the Form 10-Qs and Form 10-Ks for the relevant reporting period.

8. Under the Legislation, the Filer is required to deliver to its securityholders who have previously responded through the request form procedure contemplated by NI 51-102 or who have otherwise made a request of the Filer ("Requesting Securityholders"), copies of the requested Financial Statements and MD&A.

9. In Canada, the Filer has historically sent the interim financial statements and related MD&A to securityholders requesting such information in the form of its quarterly report on Form 10-Q, and an annual report to securityholders requesting such information that includes its annual financial statements and related MD&A.

10. In accordance with the Legislation, the Filer is required to send a copy of its Financial Statements and related MD&A to the Requesting Securityholders by the later of:

(i) the "filing deadline" for such Financial Statements and MD&A (the "Delivery Deadline"), and

(ii) 10 calendar days after the Filer receives the request.

11. The "filing deadline" for the Filer is determined pursuant to provisions in the Legislation which state that the Financial Statements and MD&A must be filed:

(i) in the case of the Filer's annual financial statements and related MD&A, on or before the earlier of:

(1) the 90^th day after the end of the most recently completed financial year; and

(2) the date of filing of the Filer's annual financial statements with the SEC; or

(ii) in the case of the Filer's interim financial statements and related MD&A, on or before the earlier of:

(1) the 45^th day after the end of the interim period; and

(2) the date of filing of the Filer's interim financial statements with the SEC.

12. Accordingly, in light of the earlier filing deadlines under the 1934 Act, the Delivery Deadline for the Filer's Financial Statements and related MD&A is normally determined by reference to the date of filing its Financial Statements with the SEC.

13. Under the Legislation, reporting issuers who are not SEC issuers (and who do not otherwise file financial statements with a foreign regulatory authority) have until 45 days, in the case of interim financial statements and related MD&A, or 90 days, in the case of annual financial statements and related MD&A, following the applicable reporting period to deliver their financial statements and related MD&A to shareholders regardless of when such financial statements and related MD&A are filed with the Canadian securities regulatory authorities.

Decision

Each of the Decision Makers is satisfied that the test contained in the Legislation that provides the Decision Maker with the Jurisdiction to make the decision has been met.

The decision of the Decision Makers in each of the Jurisdictions under the Legislation is that the Requested Relief is granted provided that, subject to any available exemptions for the delivery of annual financial statements, the Filer delivers the Financial Statements and related MD&A to a Requesting Securityholder:

(i) in the case of its annual Financial Statements and related MD&A, by the later of:

(1) 90 days after its financial year end; and

(2) 10 calendar days after the Filer receives the request; and

(ii) in the case of its interim Financial Statements and related MD&A, by the later of:

(1) 45 days after the end of the interim period; and

(2) 10 calendar days after the Filer receives the request.