Exhibit 99.1
INDEMNITY AGREEMENT
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BETWEEN
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NOVELIS INC. , a corporation
incorporated under the laws of Canada (hereinafter referred to as
“Novelis”) |
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AND
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(hereinafter referred to as the
“Director”) |
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IN CONSIDERATION of the Director
consenting to act as a director of Novelis or acting as a director
of another entity at Novelis’s request, Novelis agrees that
it shall indemnify the Director in accordance with the conditions
provided in this Agreement.
| 1. |
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The terms “liability” and “expense”
shall include, but shall not be limited to, costs, charges, counsel
fees and disbursements, and amounts paid to settle claims, actions,
suits or proceedings or to satisfy judgements, fines or penalties
incurred by or on behalf of the Director in respect of a claim,
action, suit or proceeding as defined below. |
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The terms “claim, action, suit or proceeding” shall
include any claim, action, suit or proceeding (whether civil,
criminal, administrative, investigative or other, and whether
brought by or on behalf of Novelis or otherwise) or any threat
thereof, involving the Director or to which the Director is made
party by reason of being, or having been, a director of Novelis or
acting as a director of another entity at Novelis’
request. |
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Except in respect of a claim, action, suit or proceeding by or
on behalf of Novelis or such other entity, Novelis shall to the
maximum extent permitted by applicable law indemnify the Director
against any and all liability and in accordance with Article (6),
advance moneys to the Director for the costs, charges and expenses
of a proceeding referred to in Article (2) that may reasonably be
incurred by the Director in respect of any claim, action, suit or
proceeding, provided that the Director: |
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(a) |
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acted honestly and in good faith with a view to the best
interests of Novelis or as the case may be, to the best interests
of the other entity for which he acted as a director at
Novelis’s request; and |
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(b) |
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in the case of a criminal or administrative action or
proceeding that is enforced by a monetary penalty, had reasonable
grounds for believing that his conduct was lawful. |
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In respect of a claim, action, suit or proceeding by or on
behalf of Novelis or such other entity, Novelis shall to the
maximum extent permitted by applicable law, with the approval of a
court of competent jurisdiction, where such approval is required,
indemnify the Director against any and all liability and in
accordance with Article (6), advance mon |
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