Novelis Aleris Merger Agreement

Deferred taxes were set using the legal rate on the basis of ownership of each asset and liability. The assets and liabilities acquired are mainly in the United States, Germany and China (excluding Duffel), from which the deferred tax debt was born. The tax rate used is not necessarily an indicator of the effective rate of the combined entity. The effective tax rate of the combined entity can vary considerably depending on post-merger activities, return decisions, cash needs, geographical mix of income and changes in tax legislation (more or less). This finding is provisional and subject to change, mainly on the basis of the final determination of the fair value of identifiable intangible and tangible assets. On September 4, 27, 2019, the U.S. Department of Justice (DOJ) filed a cartel and abuse of dominance complaint to block our proposed acquisition of Aleris. At the same time as the complaint, the DOJ also announced an agreement with us to resolve antitrust law issues through binding arbitration. The agreement provided for a timeline and process for resolving the DOJ`s concerns and closing the transaction by the external date set out in the merger agreement, January 21, 2020 (external date) (prior to the conclusion of arbitration).

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