Transaction Process

Alcoa and Alumina Limited have clear pathways to execute and complete the transaction, providing both companies’ shareholders the opportunity to participate in value creation potential of the combined company

The transaction is expected to be completed on or about August 1

The following outlines key milestones on the path to close

Announces Agreement With Alumina Limited on Terms and Process to Acquire Alumina Limited in All-Stock Transaction

Enters into binding agreement to acquire Alumina Limited

Applies to establish Alcoa’s secondary listing of CDIs on ASX

Files proxy statement, detailing information for Alcoa shareholders to vote on the issuance of Alcoa shares in connection with the transaction

Holds Alcoa Special Meeting of Shareholders to vote on issuance of Alcoa shares in connection with the transaction

Independent expert issues report, detailing the independent expert’s conclusion as to whether the Scheme is in the best interest of Alumina Limited shareholders

Dispatches scheme booklet, detailing information for Alumina Limited shareholders to vote on the Scheme and including a copy of the independent expert report

Applies for Court Order to convene Alumina Limited shareholder meeting to vote for the Scheme

Holds Alumina Limited Meeting of Shareholders to vote on transaction

Seeks Court Approval of Scheme Arrangement if Alumina Limited shareholders approve transaction

Court Approves Scheme, once all closing conditions have been satisfied or waived

Completion of the transaction is subject to the satisfaction of customary conditions and remains subject to approval by the shareholders of Alcoa and Alumina Limited. All required regulatory approvals, including approval by Australia's Foreign Investment Review Board and from the antitrust regulators in Australia and Brazil, have been received.

Upon closing of the transaction

Alumina Limited shareholders would receive 0.02854 Alcoa shares for each Alumina Limited share1
Alumina Limited shareholders would own 31.25%, and Alcoa shareholders would own 68.75% of the combined company2
Alcoa would establish a secondary listing on the ASX via CDIs, allowing Alumina Limited shareholders to trade their Alcoa common stock via CDIs on the ASX
1. Interests in Alcoa shares would be delivered in the form of “CDIs” – CHESS Depositary Interests representing a unit of beneficial ownership in a share of Alcoa common stock. CDIs are tradeable on the Australian Stock Exchange (ASX).
2. Based on fully diluted shares outstanding for Alcoa and Alumina Limited as of February 23, 2024.