Alumina (AWC) investor relations material

Transaction overview

• Alcoa will acquire 100% of Alumina via a scheme of arrangement, with Alumina shareholders receiving 0.02854 Alcoa shares (ASX-listed CDIs) per Alumina share, except for certain exceptions such as ineligible foreign holders and CITIC.

• Alumina shareholders will own 31.6% and Alcoa shareholders 68.4% of the combined group post-transaction.

• The implied value per Alumina share is A$1.64, a 61% premium to the undisturbed price as of 23 February 2024.

• The transaction followed months of negotiation, resulting in improved terms for Alumina holders.

• The Board unanimously recommends the scheme, with Citic and its nominee now supporting the proposal.

Rationale and independent assessment

• The Board considered strategic, financial, and risk factors, including business values, trading prices, and future standalone risks.

• The Independent Expert concluded the scheme is fair and reasonable, with the scheme consideration exceeding the assessed value of Alumina shares.

• Grant Samuel & Associates valued Alumina at US$0.82–0.98 per share, with the scheme consideration at US$0.94–1.06 per share.

• No superior proposal has emerged or is expected.

• The scheme is not subject to financing or due diligence; key outstanding conditions are shareholder and court approval.

Shareholder meeting and voting process

• The scheme meeting was conducted in a hybrid format, allowing in-person and online participation, voting, and Q&A.

• Proxies representing about 53% of shares were received in advance, with a retail campaign to maximize participation.

• For the scheme to proceed, more than 50% of shareholders present and at least 75% of votes cast must be in favor.

• Proxy votes received included 1,528,529,207 in favor, 4,504,951 undirected, and 4,766,351 against.

• The meeting was chaired by Peter Day, with all directors and key management introduced.