Alumina (AWC) investor relations material

Transaction/Scheme Overview

• Alcoa proposes to acquire 100% of Alumina via a scheme of arrangement, with Alumina shareholders to receive 0.02854 Alcoa shares (in the form of ASX-listed CDIs) per Alumina share, except for ineligible foreign shareholders and CITIC.

• The implied value per Alumina share is AUD 1.64, representing a 61% premium to the undisturbed closing price on 23 February 2024.

• Alumina shareholders will own approximately 31.6% of the combined group post-transaction, with Alcoa shareholders holding 68.4%.

• The transaction followed several months of negotiation, resulting in improved terms for Alumina, including an 18% increase to Alcoa's initial proposal.

• The board unanimously recommends the scheme, with CITIC's nominee joining the recommendation and all directors voting their shares accordingly.

Independent Expert's Conclusion

• The independent expert concluded the scheme is fair and reasonable, with the scheme consideration exceeding the assessed underlying value of Alumina.

• Grant Samuel & Associates assessed Alumina's value at US$0.82–0.98 per share, while the scheme consideration was valued at US$0.94–1.06 per share.

• The expert's conclusion remains unchanged and is detailed in the Scheme Booklet.

Process, Approvals, and Timetable

• The scheme is subject to Alumina shareholder approval, Federal Court approval, and other customary conditions, but not to financing or due diligence.

• FIRB, ACCC, Brazil competition, and Alcoa stockholder approvals have been obtained; ATO class ruling is confirmed.

• If approved, the last trading day for Alumina shares is expected to be 23 July 2024, with Alcoa CDIs to commence trading on the ASX on 24 July 2024.

• Implementation and issue of consideration are expected on 1 August 2024, with normal settlement of Alcoa CDIs from 2 August 2024.

• The scheme requires approval by more than 50% of shareholders present and voting, and at least 75% of votes cast.