NOVELIS 2017 Executive LONG-TERM INCENTIVE PLAN (2017 Executive LTIP)

This plan will be administered by Novelis Corporate Human Resources. The Compensation Committee of the Novelis Inc. Board of Directors has final authority to interpret and construe the terms and conditions of the plan, including but not limited to final authority to determine eligibility for and the amount of benefits payable under the plan. The Compensation Committee’s decisions will be final and binding on all parties.

Unless the context requires a different meaning, any reference to “Novelis” or the “Company” in this plan means Novelis Inc.

The performance period will be fiscal years 2017 through 2019. The performance period will commence on April 1, 2016 and end on March 31, 2019. The award date will be May 5, 2016, or such later dates as may be determined for a particular employee as provided in paragraph 6(d) below.

Employees in job band 3 and higher are eligible to participate.

The target opportunity for each job band will be approved by the Compensation Committee or the Board as appropriate.

(a)Value. Each Novelis Performance Unit (“PU”) will be valued at $100 and will be fixed over the performance period.

(b)Performance Achievement Calculations. The PUs are at-risk, and the actual number of PUs that vest will be based on the achievement against pre-established goals of average return on capital employed (“ROCE”) over the performance period. Actual payout will range from 50% (threshold) to 200% (maximum) of target award value, based on actual results, and will be paid in cash. Performance results between threshold level and target level or between target level and maximum level are determined by means of interpolation.

o   “NOPAT” means (i) operating EBITDA minus (ii) all the following: depreciation, derivatives not in operating EBITDA, book tax, adjustments to eliminate proportional consolidation, and all Net Other Costs, plus/minus (iii) gain /(loss) on extinguishment of debt.

o   “CE” means (i) book debt plus (ii) book equity plus (iii) goodwill impairment (fixed at $1.5 billion) less (iv) cash in excess of $400 million, plus (v) any new impairment impacting equity; this total amount will be normalized for dividend and/or capital payments, if any.

(d)Additional Calculation for Certain Participants. For certain participants identified by the Compensation Committee in its discretion, if Novelis Net Debt divided by Earnings Before Interest, Taxes and Depreciation (“ND/EBITDA”) is greater than 4.0 at the end of the performance period, the number of PUs that vest based upon ROCE achievement will be multiplied by 50%. If ND/EBITDA is less than or equal to 4.0 at the end of the performance period, the number of PUs that vest based upon ROCE achievement will be multiplied by 120%.

(a)Value. Each Hindalco Stock Appreciation Right (“Hindalco SAR”) will track the appreciation value of one Hindalco share.

(b)Exercise Price. The exercise price of the Hindalco SARs will be determined by using the average of the high and low of the stock price of Hindalco shares on the date the award is authorized by the Compensation Committee.

(e)Vesting. The Hindalco SARs will vest one-third each anniversary of the award date, subject to achievement of performance criteria each fiscal year. The annual performance criterion for vesting is achievement by Novelis Inc. of 75% of Operating EBITDA before Metal Price Lag.

(a)    Valuation. The Black Scholes method of valuation will be used to arrive at the number of SARs to be awarded to employees.

(c)    Hiring After Award Date. Employees hired after the award date will be treated in the following manner.

The following terms will have the meaning ascribed to them below.

representing 50% or less of the Value or Vote of the Company through (i) an initial public offering, (ii) a secondary offering, (iii) a private placement of securities, (iv) a share exchange transaction, or (v) any similar share purchase transaction in which the Company or any of its affiliates issues securities (any such transaction, a “Share Issuance Transaction”); and (B) a person or entity’s beneficial ownership interest in the Value or Vote of the Company is diluted solely as a result of any Share Issuance Transaction; or (ii) the majority of the members of the Board of Directors of the Company is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election; or (iii) the consummation of a merger or consolidation of the Company with any other entity not affiliated with the Aditya Birla Group, other than (a) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Company, 50% or more of the combined voting power of the voting securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, or (b) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no person or entity is or becomes the beneficial owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such person or entity any securities acquired directly from the Company or its affiliates, other than in connection with the acquisition by the Company or its affiliates of a business) representing 50% or more of either the then outstanding shares of common stock of the Company or the combined voting power of the Company’s then outstanding securities; or (iv) the sale or disposition of all or substantially all of the Company’s assets, other than a sale or disposition by the Company of all or substantially all of its assets to a member of the Aditya Birla Group. Notwithstanding the foregoing, no “Change in Control” shall be deemed to have occurred if there is consummated any transaction or series of integrated transactions immediately following which the record holders of the common stock of the Company immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in an entity which owns all or substantially all of the assets of the Company immediately following such transaction or series of transactions. For purposes of this Section, “beneficial ownership” shall be determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended.

To the extent applicable, this plan shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is either exempt from or compliant with the requirements Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and applicable Internal Revenue Service guidance and Treasury Regulations issued thereunder. Notwithstanding anything in this plan to the contrary, all payments and benefits under this plan that would constitute non-exempt “deferred compensation” for purposes of Section 409A and that would otherwise be payable or distributable hereunder by reason of an individual’s termination of employment, will not be payable or distributable to individual unless the circumstances giving rise to such termination of employment meet any description or definition of “separation from service” in Section 409A and applicable regulations (without giving effect to any elective provisions that may be available under such definition). If this

provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “separation from service.” Further, to the extent the individual is a “specified employee” within the meaning of Section 409A and notwithstanding paragraph 7 or any other provision herein to the contrary, then payment may not be made before the date which is six (6) months after the date of separation from service (or, if earlier, the date of death of individual).