AGREEMENT between

EXHIBIT 2.1

AGREEMENT

between

1. IMCO Recycling Holding B.V. (“IMCO Holding”),

2. VAW-IMCO Guss und Recycling GmbH (“Company”)

- on the one side -

and

3. Hydro Aluminium Deutschland GmbH (“HAD”) prior to 17 June 2002 acting under the company name of VAW aluminium AG), Ettore-Bugatti-Stra(beta)e 6-14, 51149 Koln, Deutschland

- on the other side -

IMCO Holding and HAD are hereinafter also sometimes referred collectively as the “Shareholders” and the term “Parties” shall mean IMCO Holding, the Company and HAD.

WHEREAS, IMCO Recycling Inc. (“IMCO”) and HAD on 3 April 1996 concluded a Joint Venture Agreement resulting in the formation of the Company pursuant to the Articles of Association that was attached to the Joint Venture Agreement as Exhibit 2. Upon formation, HAD and IMCO each had one-half (50%) ownership of the shares in the Company. IMCO transferred all of its shares in the Company to IMCO Holding. In addition to the Joint Venture Agreement and the Articles of Association, a number of other agreements exist between the Company and HAD.

LEGEND:

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WHEREAS, on 15 March 2002 Norsk Hydro acquired a one hundred percent (100%) participation in HAD. Subsequent to this acquisition, during the Shareholders meeting held on 10 June 2002, it was resolved by the votes cast by IMCO Holding that the Company would redeem a partial share of HAD’s shareholdings in the Company in the nominal amount of (euro) 5,114,500.00 according to § 6 para. (1), (2) and (4) of the Articles of Association. It was further resolved that the remaining part of HAD’s shareholdings in the Company in the nominal amount of (euro) 500.00 would be transferred to IMCO Holding according to § 6 para. (2) of the Articles of Association. By letter of the same day, the redemption was declared by the Company’s management pursuant to § 6 para. of the Articles of Association.

WHEREAS, in accordance with § 9 of the Articles of Association, the withdrawing (outgoing) shareholder shall receive the value of its shareholdings as compensation (hereinafter the “Compensation Value”). The Compensation Value is to be determined on the basis of the Company’s earning capacity value (“Ertragswertmethode”) pursuant to Stellungnahme HFA 2/83 of the Institut der Wirtschaftsprufer. In accordance with this § 9, each of the Shareholders had an auditing firm submit a valuation opinion of the Company under HFA 2/83. Pursuant to the letter of *, their valuation opinion is subject to amendment and supplementation with regard to claims mentioned in * this Agreement. Due to the fact that between the valuation opinion of IMCO Holding’s auditor and the valuation opinion of HAD’s auditor (being subject to amendment and supplementation) there was a difference in value of approximately (euro) * another auditing firm, Fasselt & Partner (the “Schiedsgutachter”) was appointed in accordance with the Articles of Association and contractual agreements between the Parties to issue an auditor opinion with binding effect (“Schiedsgutachten”). A dispute exists between the Parties whether the auditor opinion to be issued by the Schiedsgutachter must consider possible * claims and possible other claims by IMCO and the Parties 1-2 against HAD or companies affiliated with HAD in the meaning

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of § 15 German Stock Corporation Act (verbundene Unternehmen im Sinne des §15 des deutschen AktG) (hereinafter referred to as “HAD Affiliate”). The Shareholders made the appointment with an engagement letter dated 16 July 2002 (hereinafter the “Schiedsgutachterverfahren”). On 30 September 2002, in the course of a meeting which was attended by representatives of all of the Parties, the Schiedsgutachter presented the preliminary results of its work and then in October, 2002, issued a preliminary valuation opinion that calculates the value of the Company as (euro) 60,815,000.00 on 01 April 2002, the effective date of the valuation and hereinafter referred to as the “Valuation Date”. Accordingly, the Compensation Value would be (euro) 30,407,500.00. Due to the dispute between the Parties on the handling of the possible * claims against HAD in the valuation procedure, as of now, the Schiedsgutachter has not submitted its final valuation opinion.

WHEREAS,********************************************************************************************

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********************************************************* But a substantiated assertion of claims has not yet occurred. To the extent relevant, HAD expressed its opinion to the various questions and allegations, including the requests for information and has denied the existance of any claims. There is an outstanding dispute with HAD as to whether or not claims for the periods prior to May 15, 2003 can be successfully brought against HAD and/or HAD Affiliates for * that would be payable to the Company (referred to as Anspruche auf Schadensersatz in Geld under German Law and hereinafter referred to as “Past * Claims”). More specifically for purposes of this Agreement, Past * Claims shall mean those claims for which the cause of action (schadensbegrundendes Ereignis) arises prior to May 15, 2003. Claims for

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which the cause of action arises after May 14, 2003 shall not be Past * Claims and will not be subject to this Agreement. If the * that occur (eintreten) after May 14, 2003 are caused by an event taking place before May 15, 2003, the amount of the * occurring between May 14, 2003 and the earliest date that HAD or HAD Affiliates could/could have prevent(ed) the occurrence of further * shall be treated as Past * Claims. HAD has denied the existence of the Past * Claims. It is an open issue whether the alleged claims will be dealt with by a negotiated settlement, arbitration or in court. Moreover, it remains open as to which of the Parties 1-2 (and/or IMCO) will further pursue the Past * Claims.

WHEREAS, the Parties have agreed that it is in their best interest (1) to agree to (euro) 30,407,500.00 as the Compensation Value to be paid to HAD with binding effect and (2) to further limit HAD’s obligation, if any, to pay compensation to the Company for Past * Claims in a manner taking into consideration HAD’s 50% shareholding in the Company.

NOW THEREFORE, on the basis of the aforesaid, it is agreed as follows:

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determination and a request for a determination by the court according to § 319 of the German Civil Code (Geltendmachung der offenbaren Unrichtigkeit und Antrag nach § 319 BGB) shall be excluded. The redemption of the shareholdings of HAD shall become effective upon full payment of the Compensation Value plus interest to HAD.

The Company shall put HAD in the position HAD would have been in if, at the moment of the establishment and payment of the * Compensation, HAD was still a shareholder of the Company with a 50% share in the Company’s profits and would have, therefore, obtained 50% of the * Compensation back as dividend distribution (after deducting all taxes).

To achieve the desired result, immediately after a non-appealable decision has become enforceable or a legally binding agreement including acknowledgement establishing the * Compensation has been executed the following actions will be taken:

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Reduction Amount = (0.5x[A-B]).

A = 100% of * Compensation.

B = All taxes that would be payable by the Company on the level of the Company (Gewerbesteuer, Korperschaftsteuer, Solidaritatszuschlag) assuming for purposes of this calculation that the tax would be imposed on the * Compensation as if it was fully taxable at the statutory rate, all such taxes hereinafter referred to as the “Corporate Taxes”.

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and/or HAD affiliates shall not pay to the Company under participation of HAD and the Company.

In case the relevant tax authority declares that the Company will be subject to tax on the Reduction Amount, HAD will immediately pay the Difference Amount. The Difference Amount shall be payable in any case at the latest after the expiration of a two months period starting after the Adjudicator has contacted the relevant tax authority, unless the tax authority, within such period, has communicated its opinion that the Reduction Amount is not taxable at the level of the Company. In case the Difference Amount has been paid to the Company but the relevant tax authority declares subsequently that the Reduction Amount is not taxable, the Company shall reimburse the Difference Amount to HAD.

Notwithstanding anything else to the contrary in this Agreement, if the Difference Amount has not been paid to the Company by HAD (or if paid to the Company but then later the Company has reimbursed HAD), HAD shall immediately pay to the Company the Difference Amount if and when the relevant tax authority considers the Reduction Amount to be taxable e.g. as the result of a subsequent tax audit.

Any payment of the Difference Amount is to be effected by HAD against return (Zug um Zug) of the bank guaranty provided, however, HAD agrees to reinstate the bank guaranty if and when the Company is required to reimburse HAD for the Difference Amount. Further, in the case the Difference Amount does not become due or is reimbursed to HAD after the expiration of a two months period starting after the Adjudicator has contacted the relevant tax authority, HAD is entitled to the return of the bank guaranty by the Company against delivery (Zug um Zug) of an equivalent guaranty issued by Norsk Hydor ASA and/or Hydro Aluminium a.s.

HAD on behalf of itself and the HAD Affiliates does hereby irrevocably, absolutely and unconditionally release all the rights and claims for profit distribution HAD (and/or the HAD Affiliates) have had, now have, or may hereafter have (as a

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shareholder of the Company or otherwise) against the Company with respect to 50% of the * Compensation, the Kapitalertragsteuer and the Reduction Amount.

The Company is not entitled to withhold dividends or installments to be paid or declare set-off against the Compensation Value with respect to Past * Claims unless HAD’s obligation to effect * Compensation has been established pursuant to sentence 1 of the first paragraph of this paragraph 3. The first installment against the Compensation Value, however, shall be paid in any case. In this respect the Company and/or IMCO Holding will not declare set-off or exercise any withholding rights.

The foregoing provisions of this paragraph 3. shall apply mutatis mutandis if and to the extent IMCO and/or IMCO Holding should assert damages of the Company for payment to the Company against HAD or HAD Affiliates.

Under waiver by Imco Holding and HAD as to all formalities for the calling and conduct of a shareholders’ meeting of the Company IMCO Holding, acting as the only shareholder of the Company with voting rights, herewith expressly resolves to approve of the rules and procedure as provided in this paragraph 3. and irrevocably instructs the managing directors of the Company accordingly to implement such rules and procedure.

This paragraph 3. shall have no effect on determination and calculation of the amount of the Past * Claims (if any) and of the * Compensation (if any) to be established as described in the first sentence of the first paragraph of this paragraph 3. and, except as agreed to in this paragraph 3., the amounts so calculated shall not be reduced due to HAD’s position as a shareholder of the Company. HAD and HAD Affiliates agree that the benefits they receive from this paragraph 3. will only arise after establishing of the * Compensation.

HAD agrees that it will indemnify and hold harmless the Company to the fullest extent that is lawful, from and against any assessments, losses, penalties, fines, costs,

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attorney fees, costs, expenses, claims or proceedings (civil or criminal) related to or arising out of any and all issues concerning or relating in any way to the Difference Amount, the Reduction Amount and/or the Kapitalertragsteuer. However, the costs and expenses of the Adjudicator are to be borne in equal parts by IMCO Holding and the Company on the one side and HAD on the other side.

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such invalid and unenforceable provision and (ii) the remainder of this Agreement and the application of such provision to other persons, entities or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction.

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