Alumina (AWC) investor relations material

Transaction overview

• Alcoa, through a wholly owned subsidiary, will acquire all issued Alumina shares via a scheme of arrangement, with shareholders to receive 0.02854 Alcoa shares (ASX-listed CDIs) per Alumina share, except for ineligible foreign shareholders and CITIC.

• The implied value of the offer is AUD 1.64 per Alumina share, 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 stockholders holding 68.4%.

• The board unanimously recommends the scheme, with CITIC's nominee joining the recommendation, and all directors intend to vote in favor.

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

Process and approvals

• The scheme is subject to 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 satisfied.

• Outstanding conditions include Alumina shareholder and Federal Court approval, ATO class ruling, and other customary conditions.

• 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.

Shareholder engagement and voting

• Proxies representing about 1.5 billion shares (53% of issued shares) were received in advance.

• CITIC, holding 18.92% of shares, confirmed support for the scheme, subject to no superior proposal and the independent expert's continued positive conclusion.

• The board ran a retail campaign and engaged a proxy advisor to maximize retail shareholder participation.

• The proxy position was disclosed before voting, and the webcast of the meeting will be made available online.