DEFM14A

DEFM14A 1 d827161ddefm14a.htm DEFM14A DEFM14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF

THE SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under §240.14a-12

Alcoa Corporation

(Name of Registrant as Specified in Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☐	No fee required.

☒	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(l) and 0-11.

LOGO

June 6, 2024

PROPOSED TRANSACTION—YOUR VOTE IS VERY IMPORTANT

The board of directors of Alcoa Corporation, a Delaware corporation (“Alcoa”), has approved and declared advisable a Scheme Implementation Deed, dated as of March 12, 2024, as amended and restated by the Deed of Amendment and Restatement of the Scheme Implementation Deed, dated as of May 20, 2024 (Australian Eastern Standard Time), and as it may be further amended or supplemented (the “Transaction Agreement”), by and among Alcoa, AAC Investments Australia 2 Pty Ltd, an Australian proprietary company limited by shares and an indirect wholly owned subsidiary of Alcoa (“Alcoa Bidder”), and Alumina Limited, an Australian public company limited by shares and listed on the Australian Securities Exchange (“Alumina Limited”), pursuant to which, subject to the satisfaction or waiver of the conditions set forth in the Transaction Agreement, Alcoa Bidder will acquire 100% of the fully paid ordinary shares in Alumina Limited (the “Alumina Limited Shares”), including Alumina Limited Shares represented by American Depositary Shares, each of which represents 4 Alumina Limited Shares (“Alumina ADSs”), on issue and outstanding pursuant to a court-approved scheme of arrangement under Part 5.1 of Australia’s Corporations Act 2001 (Cth) (the “Australian Corporations Act”) (the “Scheme”).

If the Scheme is approved by Alumina Limited shareholders and the Federal Court of Australia (sitting in Melbourne) (or such other court of competent jurisdiction under the Australian Corporations Act agreed by Alcoa and Alumina Limited) and implemented, all issued and outstanding Alumina Limited Shares will be transferred to Alcoa Bidder, and the holders of such Alumina Limited Shares as of the record date for the Scheme (the “Scheme Record Date” and such holders, the “Scheme Participants”) will have the right to receive, for each such Alumina Limited Share, 0.02854 CHESS Depositary Interests (“CDIs”), each representing an ownership interest in a share of Alcoa common stock issued by Alcoa pursuant to a Deed Poll (“Deed Poll”) to be executed by Alcoa and Alcoa Bidder in favor of all Scheme Participants (the “New Alcoa CDIs”) (except that, (i) where a Scheme Participant resides in certain jurisdictions (each, an “Ineligible Foreign Shareholder”), such Ineligible Foreign Shareholder will receive its pro rata share of the net cash proceeds of the sale by a sale nominee (the “Sale Nominee”) of shares of Alcoa common stock (“Sale Nominee Alcoa Shares”) that all such Ineligible Foreign Shareholders would otherwise be entitled to receive in the form of New Alcoa CDIs, (ii) in the case of Alumina Limited Shares underlying Alumina ADSs, the applicable depositary (or its custodian) (the “ADR Depositary”) will receive, in lieu of the New Alcoa CDIs, for each such Alumina Limited Share, 0.02854 shares of Alcoa common stock and (iii) in the case of certain Alumina Limited Shares owned by a certain Scheme Participant that is an affiliate of CITIC Group (the “CITIC Participant”), such CITIC Participant will receive, in lieu of the New Alcoa CDIs, for each such Alumina Limited Share, 0.02854 shares of newly-issued non-voting convertible preferred stock, par value $0.01 per share, of Alcoa, which non-voting convertible preferred stock is convertible into shares of Alcoa common stock on a one-for-one basis (the “New Alcoa Preferred Stock”)) (the “Scheme Consideration”), and Alumina Limited will become a wholly owned subsidiary of Alcoa Bidder and an indirect wholly owned subsidiary of Alcoa (the “Transaction”). Upon completion of the Transaction, Alcoa anticipates that shares of Alcoa common stock held by former Alumina Limited shareholders will represent approximately 31.25% of the fully diluted shares of Alcoa common stock, and the shares of Alcoa common stock held by existing Alcoa stockholders will represent approximately 68.75% of the fully diluted shares of Alcoa common stock (including, in each case, the shares of Alcoa common stock issuable upon conversion of shares of New Alcoa Preferred Stock issued to the CITIC Participant) immediately after the completion of the Transaction, in each case based on the number of fully diluted shares outstanding as of February 23, 2024.

Alcoa is sending you the accompanying proxy statement to ask you to attend a special meeting (the “Special Meeting”) of stockholders of Alcoa, or to vote your shares by proxy, in respect of the following proposals in connection with the Transaction:

To approve the issuance of shares of Alcoa common stock (including the shares underlying the New Alcoa CDIs) and the issuance of shares of New Alcoa Preferred Stock (including the shares of Alcoa common stock issuable upon conversion of such shares of New Alcoa Preferred Stock) (collectively, the “New Alcoa Shares”) to Alumina Limited shareholders (or to the Sale Nominee in the case of the Ineligible Foreign Shareholders) pursuant to the Scheme and Deed Poll and as contemplated by the Transaction Agreement; and

To approve one or more adjournments of the Special Meeting, if necessary or appropriate, including to permit further solicitation of proxies if there are insufficient votes at the time of the Special Meeting to approve the proposal above.

After careful consideration, Alcoa’s board of directors has determined that it is advisable and in the best interests of Alcoa and its stockholders to consummate the Transaction pursuant to the Scheme and Deed Poll and as contemplated by the Transaction Agreement, and recommends that you vote “FOR” each of the foregoing proposals.

The accompanying proxy statement provides you with information about the Transaction Agreement, the Scheme and Deed Poll, the Transaction, and the Special Meeting. Alcoa encourages you to read the proxy statement carefully and in its entirety, including the Transaction Agreement, which is attached as Annex A. Before deciding how to vote, you should consider the “Risk Factors” beginning on page 32 of the proxy statement. You may also obtain more information about Alcoa from documents Alcoa has filed with the Securities and Exchange Commission as described under “Where You Can Find More Information” beginning on page 104 of the proxy statement.

YOUR VOTE IS IMPORTANT. The Transaction cannot be completed unless the proposal to approve the issuance of New Alcoa Shares to Alumina Limited shareholders in the Transaction is approved by the affirmative vote of a majority of the shares of Alcoa common stock present in person or represented by proxy at the Special Meeting and entitled to vote thereon. Accordingly, whether or not you plan to attend the Special Meeting, Alcoa urges you to submit your vote via the Internet, telephone or mail as soon as possible to ensure your shares are represented. For additional instructions on attending the Special Meeting or voting your shares, please refer to the section titled “Questions and Answers About the Special Meeting” in the accompanying proxy statement. Returning the proxy does not deprive you of your right to attend the Special Meeting and to vote your shares at the Special Meeting.

Sincerely,



Steven W. Williams		William F. Oplinger

Non-Executive Chairman of the Board of Directors		President, Chief Executive Officer and Director

This proxy statement is dated June 6 and, together with the accompanying proxy card, is first being mailed or otherwise distributed to stockholders of Alcoa on or about June 6.

LOGO

ALCOA CORPORATION

201 ISABELLA STREET, SUITE 500

PITTSBURGH, PENNSYLVANIA 15212

NOTICE OF

SPECIAL MEETING OF STOCKHOLDERS

To Be Held at 8:00 a.m. Eastern Daylight Time on July 16, 2024

Dear Stockholders of Alcoa Corporation:

Alcoa Corporation, a Delaware corporation (“Alcoa”), cordially invites you to attend a special meeting of stockholders (the “Special Meeting”) of Alcoa, which will be held virtually via live webcast on www.virtualshareholdermeeting.com/AA2024SM, at 8:00 a.m. Eastern Daylight Time. You can attend the Special Meeting by visiting www.virtualshareholdermeeting.com/AA2024SM, where you will be able to listen to the meeting live and vote your shares online during the meeting, just as you could at an in-person meeting.

Alcoa is holding the Special Meeting for the following purposes, as more fully described in the accompanying proxy statement:

To approve the issuance of shares of Alcoa common stock (including the shares underlying the New Alcoa CDIs) and the issuance of shares of non-voting convertible preferred stock, par value $0.01 per share, of Alcoa (the “New Alcoa Preferred Stock”) (including the shares of Alcoa common stock issuable upon conversion of such shares of New Alcoa Preferred Stock) (collectively, the “New Alcoa Shares”) to Alumina Limited shareholders (or to the Sale Nominee in the case of the Ineligible Foreign Shareholders) pursuant to the Scheme and Deed Poll and as contemplated by the Transaction Agreement; and

Alcoa’s board of directors has fixed the close of business on June 5, 2024 as the record date for the Special Meeting. Only stockholders of record on June 5, 2024 are entitled to notice of, and to vote at, the Special Meeting. A list of Alcoa’s registered stockholders as of the record date is electronically available for examination by any stockholder for any purpose germane to the Special Meeting for a period of 10 days prior to the Special Meeting. To request access to this stockholder list, please email Corporate_Secretary@alcoa.com indicating your request to access the stockholder list and provide your name and proof of ownership as of the record date. Further information regarding voting rights, the matters to be voted upon and instructions to attend the Special Meeting is presented in the accompanying proxy statement.

YOUR VOTE IS IMPORTANT. Each of the proposals to be considered and voted upon at the Special Meeting is subject to a separate vote by Alcoa stockholders. The Transaction cannot be completed unless the proposal to approve the issuance of New Alcoa Shares to Alumina Limited shareholders in the Transaction is approved by the affirmative vote of a majority of the shares of Alcoa common stock present or represented by proxy at the Special Meeting and entitled to vote thereon. Accordingly, whether or not you plan to attend the Special Meeting, Alcoa urges you to submit your vote via the Internet, telephone or mail as soon as possible to ensure your shares are represented. For additional instructions on attending the Special Meeting or voting your shares, please refer to the section titled “Questions and Answers About the

Special Meeting” in this proxy statement. Returning the proxy does not deprive you of your right to attend the Special Meeting and to vote your shares at the Special Meeting.

Instructions on the different ways to vote are found on the enclosed proxy card or voting instruction form. Please vote each and every proxy card or voting instruction form you receive. You may revoke your proxy at any time before it is voted at the Special Meeting by following the procedures set forth in the accompanying proxy statement or voting instruction form, as applicable.

Alcoa’s board of directors has determined that it is advisable and in the best interests of Alcoa and its stockholders to consummate the Transaction as contemplated by the Transaction Agreement, and recommends that you vote “FOR” each of the proposals to be considered and voted upon at the Special Meeting.

We appreciate your continued support of Alcoa.

By order of the Board of Directors,

LOGO

Marissa P. Earnest

Senior Vice President, Chief Governance Counsel

and Secretary

June 6, 2024

TABLE OF CONTENTS


	Page
SUMMARY		1
The Companies		2
Special Meeting of Alcoa Stockholders		2
The Transaction		4
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION		12
COMPARATIVE PER SHARE MARKET PRICE AND DIVIDEND INFORMATION		22
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING		23
RISK FACTORS		32
Risks Related to the Transaction		32
Risks Related to Alumina Limited and Alcoa		35
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS		38
THE SPECIAL MEETING		41
Date, Time, and Location		41
Purpose		41
Recommendation of Alcoa’s Board of Directors		41
Record Date; Outstanding Shares; Shares Entitled to Vote		41
Quorum		42
Security Ownership of Certain Beneficial Owners and Management		42
Required Vote		44
Voting by Proxy		44
How to Vote		44
Revoking Your Proxy		45
Adjournments and Postponements		45
Householding		45
Solicitation of Proxies		46
Other Business		46
THE TRANSACTION		47
Structure of the Transaction		47
Background of the Transaction		47
Alcoa’s Reasons for the Transaction		53
Recommendations of Alcoa’s Board of Directors		55
Summary of Certain Financial Projections Provided to Alcoa’s Board of Directors and Alcoa’s Financial Advisor		55
Opinion of J.P. Morgan Securities LLC as Financial Advisor to Alcoa		58
Interests of Alcoa Executive Officers and Directors in the Transaction		63
Accounting Treatment		63
Board of Directors of Alcoa Following the Transaction		63
Federal Securities Laws Consequences; Stock Transfer Restrictions		63
Material United States Federal Income Tax Consequences of the Transaction		64
Litigation Related to the Transaction		64
NO APPRAISAL RIGHTS		65
REGULATORY AND OTHER APPROVALS REQUIRED FOR THE TRANSACTION		66
Alumina Limited Shareholder Approval		66
Australian Court Approval		66
Australian Foreign Investment Approval		67
Australian Competition and Consumer Commission Approval		67
Brazil Administrative Council for Economic Defense Approval		67
NYSE and ASX Listing		67


	Page
INFORMATION ABOUT THE COMPANIES		68
Alcoa Corporation		68
Alumina Limited		68
Alumina Limited Management’s Discussion and Analysis of Financial Condition and Results of Operations		68
THE TRANSACTION AGREEMENT, SCHEME AND DEED POLL		78
Form of the Scheme and Scheme Consideration		78
Ineligible Foreign Shareholders		79
Status of Shares of Alcoa Common Stock Issued in the Scheme		79
Conditions Precedent to the Scheme		80
Representations and Warranties		81
Conduct of Business		84
Additional Obligations		88
Board Recommendation		91
Exclusivity		92
Termination		95
Termination Fees		96
Alcoa Preferred Stock		98
Costs and Expenses		98
Governing Law		98
Amendment and Waiver		98
Scheme		99
Deed Poll		99
PROPOSAL 1 ISSUANCE OF ALCOA SHARES IN THE TRANSACTION		100
Required Vote and Board of Directors’ Recommendation		100
PROPOSAL 2 ADJOURNMENT OF SPECIAL MEETING		101
Required Vote and Board of Directors’ Recommendation		101
FUTURE ALCOA STOCKHOLDER PROPOSALS AND NOMINATIONS		102
WHERE YOU CAN FIND MORE INFORMATION		104
Where Stockholders Can Find More Information about Alcoa		104
Where Stockholders Can Find More Information about Alumina Limited		105

LIST OF ANNEXES

Annex A: Scheme Implementation Deed as Amended and Restated		A-1
Annex B: Opinion of Alcoa’s Financial Advisor		B-1
Annex C: Alumina Limited’s Historical Financial Statements		C-1

SUMMARY

This proxy statement is being furnished to the stockholders of Alcoa Corporation, a Delaware corporation (“Alcoa”), in connection with the solicitation of proxies by Alcoa’s board of directors for use at a special meeting of stockholders to be held virtually on July 16, 2024 at 8:00 a.m. Eastern Daylight Time (the “Special Meeting”) and at any reconvened meeting following any adjournment or postponement thereof. The purpose of the Special Meeting is for Alcoa stockholders to consider and vote upon certain proposals in connection with the transactions contemplated by that certain Scheme Implementation Deed, dated as of March 12, 2024 (Australian Eastern Standard Time), as amended and restated by the Deed of Amendment and Restatement of the Scheme Implementation Deed, dated as of May 20, 2024 (Australian Eastern Standard Time), and as it may be further amended or supplemented (the “Transaction Agreement”), by and among Alcoa, AAC Investments Australia 2 Pty Ltd, an Australian proprietary company limited by shares and an indirect wholly owned subsidiary of Alcoa (“Alcoa Bidder”), and Alumina Limited, an Australian public company limited by shares and listed on the Australian Securities Exchange (“Alumina Limited”), pursuant to which, subject to the satisfaction or waiver of the conditions set forth in the Transaction Agreement, Alcoa Bidder will acquire all Alumina Limited ordinary shares (the “Alumina Limited Shares”) on issue and outstanding, including Alumina Limited Shares represented by American Depositary Shares, each of which represents 4 Alumina Limited Shares (“Alumina ADSs”), pursuant to a court-approved scheme of arrangement under Part 5.1 of Australia’s Corporations Act 2001 (Cth) (the “Australian Corporations Act”) (the “Scheme”). If the Scheme is approved by Alumina Limited shareholders and the Federal Court of Australia (sitting in Melbourne) (or such other court of competent jurisdiction under the Australian Corporations Act agreed by Alcoa and Alumina Limited) (the “Court”) and implemented, all issued and outstanding Alumina Limited Shares will be transferred to Alcoa Bidder, and the holders of such Alumina Limited Shares as of the record date for the Scheme (the “Scheme Record Date” and such holders, the “Scheme Participants”) will have the right to receive, for each such Alumina Limited Share, 0.02854 CHESS Depositary Interests (“CDIs”), each representing an ownership interest in a share of Alcoa common stock issued by Alcoa pursuant to a Deed Poll (“Deed Poll”) to be executed by Alcoa and Alcoa Bidder in favor of all Scheme Participants (the “New Alcoa CDIs”) (except that, (i) where a Scheme Participant resides in certain jurisdictions (each, an “Ineligible Foreign Shareholder”), such Ineligible Foreign Shareholder will receive its pro rata share of the net cash proceeds of the sale by a sale nominee (the “Sale Nominee”) of shares of Alcoa common stock (“Sale Nominee Alcoa Shares”) that all such Ineligible Foreign Shareholders would otherwise be entitled to receive in the form of New Alcoa CDIs, (ii) in the case of Alumina Limited Shares underlying Alumina ADSs, the applicable depositary (or its custodian) (the “ADR Depositary”) will receive, in lieu of the New Alcoa CDIs, for each such Alumina Limited Share, 0.02854 shares of Alcoa common stock and (iii) in the case of certain Alumina Limited Shares owned by a certain Scheme Participant that is an affiliate of CITIC Group (the “CITIC Participant”), such CITIC Participant will receive, in lieu of the New Alcoa CDIs, for each such Alumina Limited Share, 0.02854 shares of newly-issued non-voting convertible preferred stock, par value $0.01 per share, of Alcoa, which non-voting convertible preferred stock is convertible into shares of Alcoa common stock on a one-for-one basis (the “New Alcoa Preferred Stock”)) (the “Scheme Consideration”), and Alumina Limited will become a wholly owned subsidiary of Alcoa Bidder and an indirect wholly owned subsidiary of Alcoa (the “Transaction”).

The following summary highlights selected information contained elsewhere in this proxy statement and may not contain all of the information that may be important to you. Accordingly, you are urged to read carefully this entire proxy statement, including the attached annexes, the information incorporated by reference and the other documents to which this proxy statement refers you in order for you to understand the Transaction and matters being considered at the Special Meeting. See “Where You Can Find More Information” beginning on page 104 of this proxy statement. Each item in this summary refers to the page of this proxy statement on which that subject is discussed in more detail.

The functional currency of Alcoa is the United States (“U.S.”) dollar. Unless otherwise specified, all references to “dollars” “$,” or “USD” shall mean U.S. dollars. All references to “A$” or “AUD” shall mean Australian dollars.

The Companies

Alcoa Corporation (see page 68)

Alcoa, a Delaware corporation, is a global industry leader in bauxite, alumina, and aluminum products. Alcoa is active in all aspects of the upstream aluminum industry with bauxite mining, alumina refining, and aluminum smelting and casting. Alcoa has direct and indirect ownership of 27 locations across nine countries on six continents.

Alcoa’s operations comprise two reportable business segments: Alumina and Aluminum. The Alumina segment primarily consists of a number of affiliated operating entities held in Alcoa World Alumina and Chemicals (“AWAC”), a global, unincorporated joint venture between Alcoa and Alumina Limited, for which Alcoa is the operator. This segment consists of Alcoa’s worldwide refining system, including the mining of bauxite, which is then refined into alumina, a compound of aluminum and oxygen that is the raw material used by smelters to produce aluminum metal. The Aluminum segment consists of Alcoa’s aluminum smelting and casting operations along with most of Alcoa’s energy production assets. Alcoa smelts and casts aluminum in various shapes and sizes for global customers, including developing and creating various alloy combinations for specific applications.

Alcoa became an independent, publicly traded company on November 1, 2016, following its separation from its former parent company, Alcoa Inc. The principal trading market for Alcoa common stock (NYSE: AA) is the New York Stock Exchange (“NYSE”). Alcoa’s principal executive office is located at 201 Isabella Street, Suite 500, Pittsburgh, Pennsylvania 15212. Its telephone number is (412) 315-2900. Additional information about Alcoa is included in documents, which are incorporated by reference into this proxy statement or can be found at Alcoa’s website at www.Alcoa.com (the contents of which are not part of this proxy statement).

Alumina Limited (see page 68)

Alumina Limited is a company registered in Victoria, Australia and governed by the Australian Corporations Act. Alumina Limited Shares are listed on the Australian Securities Exchange.

Alumina Limited is the 40% partner in the AWAC joint venture, which includes a portfolio of assets in Australia, Brazil, Spain, Saudi Arabia and Guinea, including globally-leading bauxite mines and alumina refineries. AWAC also has a 55% interest in the Portland aluminum smelter in Victoria, Australia. Alcoa holds the remaining 60% interest in AWAC and is the operator of AWAC.

Special Meeting of Alcoa Stockholders

The Special Meeting (see page 41)

Alcoa stockholders are being asked to consider and vote upon the following proposals in connection with the Transaction:

The Alcoa stockholder vote on such proposals will take place at the Special Meeting to be held virtually at 8:00 a.m. Eastern Daylight Time on July 16, 2024. The Special Meeting can be accessed by visiting www.virtualshareholdermeeting.com/AA2024SM.

Record Date for the Special Meeting (see page 41)

You can vote at the Special Meeting all of the shares of Alcoa common stock you held of record as of the close of business on June 5, 2024, which is the record date for the Special Meeting (the “Record Date”). As of the Record Date, there were 179,561,504 shares of Alcoa common stock outstanding.

Recommendations of Alcoa’s Board of Directors (see page 41)

Alcoa’s board of directors unanimously recommends that you vote “FOR” each of the proposals to be considered and voted upon at the Special Meeting. In connection with its decision to recommend that you vote “FOR” each of the proposals, Alcoa’s board of directors has determined that it is advisable and in the best interests of Alcoa and its stockholders to issue the Scheme Consideration to Alumina Limited shareholders in connection with the Transaction. See “The Transaction—Alcoa’s Reasons for the Transaction” beginning on page 53 of this proxy statement and “The Transaction—Recommendations of Alcoa’s Board of Directors” beginning on page 55 of this proxy statement for more information about the factors considered by Alcoa’s board of directors.

Required Vote (see page 44)

Each share of Alcoa common stock is entitled to one vote at the Special Meeting. The presence, virtually or represented by proxy, of a majority of the issued and outstanding shares of Alcoa common stock entitled to vote at the Special Meeting as of the Record Date will constitute a quorum at the Special Meeting. Shares for which a stockholder directs an “abstention” and shares of Alcoa common stock represented at the Special Meeting by attendance via the Special Meeting website that have not previously voted and are not voted at the Special Meeting (“attending non-votes”) are counted as shares present and entitled to vote for purposes of determining a quorum.

Under the NYSE rules, brokers, banks and other nominees that hold their customers’ shares in “street name” may not vote their customers’ shares on “non-routine” matters without instructions from their customers. As each of the proposals to be voted upon at the Special Meeting is considered “non-routine,” such organizations do not have discretion to vote such shares on any proposal for which they do not receive instructions from their customers (this is referred to in this context as a “broker non-vote”). As a result, Alcoa does not expect any broker non-votes at the Special Meeting, and if you hold your shares in “street name” and fail to provide your broker, bank or other nominee with any instructions regarding how to vote such shares, your shares will not be considered present at the Special Meeting, will not be counted for purposes of determining the presence of a quorum and will not be voted on any of the proposals unless you virtually attend the Special Meeting. If you provide instructions to your broker, bank or other nominee which indicate how to vote your shares with respect to one proposal but not with respect to the other proposal, your shares will be considered present at the Special Meeting and will be counted for purposes of determining the presence of a quorum but will not be voted with respect to that other proposal.

Approval of the proposals presented at the Special Meeting will require the following:

•

Assuming a quorum is present, approval of the Transaction Proposal will require the affirmative vote of a majority of the shares of Alcoa common stock present or represented by proxy at the Special

Meeting and entitled to vote thereon. An abstention from voting or an attending non-vote will have the same effect as a vote “AGAINST” the Transaction Proposal.

•

Approval of the Adjournment Proposal will require the affirmative vote of a majority of the shares of Alcoa common stock present or represented by proxy at the Special Meeting and entitled to vote thereon (whether or not a quorum is present). An abstention from voting or an attending non-vote will have the same effect as a vote “AGAINST” the Adjournment Proposal.

Security Ownership of Certain Beneficial Owners and Management (see page 42)

As of the close of business on May 31, 2024, the current directors and executive officers of Alcoa were deemed to beneficially own 920,331 shares of Alcoa common stock, which represented less than 1% of the shares of Alcoa common stock outstanding on that date. Beneficial ownership is determined in accordance with the rules of the U.S. Securities and Exchange Commission (“SEC”), as described below under “The Special Meeting—Security Ownership of Certain Beneficial Owners and Management” beginning on page 42 of this proxy statement.

The Transaction

Structure of the Transaction (see page 47)

Alcoa and Alumina Limited are proposing to engage in a business combination under Australian corporate law, pursuant to which Alcoa Bidder will acquire all of the outstanding Alumina Limited Shares, and Alumina Limited will thereby become a wholly owned subsidiary of Alcoa Bidder and an indirect wholly owned subsidiary of Alcoa. As set forth in the Transaction Agreement, the business combination will be carried out in accordance with a scheme of arrangement under the Australian Corporations Act to be submitted for approval by Alumina Limited shareholders and the Court.

Subject to the terms and conditions set forth in the Transaction Agreement, upon implementation of the Scheme, all issued and outstanding Alumina Limited Shares will be transferred to Alcoa Bidder, and the Scheme Participants will have the right to receive, for each Alumina Limited Share, 0.02854 New Alcoa CDIs (except that, (i) Ineligible Foreign Shareholders will receive their pro rata share of the net cash proceeds by the Sale Nominee of the Sale Nominee Alcoa Shares, (ii) the ADR Depositary (or its custodian) will receive, for each Alumina Limited Share, 0.02854 shares of Alcoa common stock and (iii) the CITIC Participant will receive, for certain of their Alumina Limited Shares, 0.02854 shares of New Alcoa Preferred Stock).

The Transaction is expected to be completed in the third calendar quarter of 2024 subject to satisfaction or waiver of the various closing conditions set forth in the Transaction Agreement. See “The Transaction Agreement, Scheme and Deed Poll—Conditions Precedent to the Scheme” beginning on page 80 of this proxy statement for more information regarding the conditions to closing the Transaction.

Consideration (see page 78)

Alcoa Stockholders. Alcoa stockholders will continue to own their existing shares of Alcoa common stock after the Transaction and will not receive any consideration in the Transaction.

Alumina Limited Shareholders. If the Scheme becomes effective on the terms and subject to the conditions set forth in the Transaction Agreement, the Scheme and the Deed Poll, upon implementation of the Scheme, each outstanding Alumina Limited Share will be transferred to Alcoa Bidder and each Scheme Participant will be entitled to receive in exchange for each Alumina Limited Share it holds as of the Scheme Record Date 0.02854 New Alcoa CDIs (except that, (i) Ineligible Foreign Shareholders will receive their pro rata share of the net cash

proceeds by the Sale Nominee of the Sale Nominee Alcoa Shares, (ii) the ADR Depositary (or its custodian) will receive, for each Alumina Limited Share, 0.02854 shares of Alcoa common stock and (iii) the CITIC Participant will receive, for certain of their Alumina Limited Shares, 0.02854 shares of New Alcoa Preferred Stock). The New Alcoa CDIs will be listed for quotation on the official list of the Australian Securities Exchange (“ASX”) initially on a deferred settlement basis with effect from the first business day after the day on which a copy of the Court’s order is filed with the Australian Securities and Investments Commission (“ASIC”) and the Scheme becomes effective (the “Effective Date”) (or a later date as ASX or the Court may require) and on an ordinary (T+2) settlement basis from no later than the first business day after the date of implementation of the Scheme (the “Implementation Date”). The shares of New Alcoa Preferred Stock will not be listed or traded on the NYSE, ASX or any other exchange.

Comparative per Share Market Price Information (see page 22)

The table below sets forth the closing sale prices of Alcoa common stock and Alumina Limited Shares as reported on the NYSE and ASX, respectively, on February 23, 2024 (the last trading day prior to the public announcement of the parties’ entry into an exclusivity and transaction process deed (the “Process Deed”) providing for the parties to negotiate in good faith to agree on a definitive agreement for the Transaction), and June 5, 2024. The table also shows the implied value of one Alumina Limited Share, which was calculated by multiplying the closing price of Alcoa common stock on that date by the exchange ratio of 0.02854 and then dividing by the exchange rate of U.S. dollar to Australian dollar as of February 23, 2024 and June 5, 2024, respectively. The market prices of Alcoa common stock and Alumina Limited Shares likely will fluctuate between the date of this proxy statement and the time of the Alcoa and Alumina Limited shareholder approvals and the completion of the Transaction. No assurance can be given concerning the market prices of Alcoa common stock or Alumina Limited Shares before the completion of the Transaction or the market price of Alcoa common stock after the completion of the Transaction.


Date	Alumina Limited Share (A$)		Alcoa Common Stock ($)		Share Conversion Ratio		U.S. Dollar to Australian Dollar Exchange Rate		Implied Value of Alumina Limited Share (A$)
February 23, 2024		1.02		26.52		0.02854		0.656		1.15
June 5, 2024		1.79		42.59		0.02854		0.665		1.83

Opinion of Alcoa’s Financial Advisor (see page 58)

Pursuant to an engagement letter, Alcoa retained J.P. Morgan Securities LLC (“J.P. Morgan”) as its financial advisor in connection with the Transaction. On March 11, 2024, J.P. Morgan delivered its written opinion to the Alcoa board of directors that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered and limitations on the review undertaken by J.P. Morgan in preparing its opinion, the exchange ratio was fair, from a financial point of view, to Alcoa.

The full text of the written opinion of J.P. Morgan, dated March 11, 2024, which sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations on the review undertaken by J.P. Morgan in preparing its opinion, is attached as Annex B to this proxy statement and is incorporated herein by reference. The summary of the opinion of J.P. Morgan set forth in this proxy statement is qualified in its entirety by reference to the full text of such opinion. Holders of Alcoa common stock are urged to read the opinion in its entirety. J.P. Morgan’s opinion was addressed to the Alcoa board of directors (in its capacity as such) in connection with and for the purposes of its evaluation of the Transaction, was directed only to the exchange ratio and did not address any other aspect of the Transaction. J.P. Morgan expressed no opinion as to the fairness of the exchange ratio to the holders of any class of securities, creditors or other constituencies of Alcoa or as to the underlying decision by Alcoa to engage in the Transaction. The issuance of J.P. Morgan’s opinion was approved

by a fairness committee of J.P. Morgan. The opinion does not constitute a recommendation to any stockholder of Alcoa as to how such stockholder should vote with respect to the Transaction or any other matter.

Interests of Alcoa’s Executive Officers in the Transaction (see page 63)

None of Alcoa’s executive officers is expected to receive any severance or other compensation as a result of the transactions contemplated by the Transaction Agreement, including the implementation of the Scheme. In particular, there are no payments or benefits that Alcoa’s executive officers may receive that would be required to be disclosed pursuant to Item 402(t) of Regulation S-K.

Accounting Treatment (see page 63)

The Transaction consists in substance of the acquisition of Alumina Limited’s noncontrolling interest in AWAC and the assumption of indebtedness. The Transaction will be accounted for as an equity transaction under U.S. GAAP in accordance with Accounting Standard Codification (“ASC”) 810. The financial condition and results of operations of Alcoa after closing of the Scheme will include the financial condition and results of operations of Alumina Limited.

Board of Directors Following the Transaction (see page 63)

Alcoa’s board of directors is currently composed of 10 members. Pursuant to the terms of the Transaction Agreement, Alcoa will appoint two existing Alumina Limited board members who are Australian residents or citizens to join Alcoa’s board of directors. The identity of those appointees will be mutually agreed by Alcoa and Alumina Limited, and their appointment will have effect on and from the Implementation Date. In connection therewith, effective as of the Implementation Date, the size of Alcoa’s board of directors will increase to 12 members.

Regulatory and Other Approvals (see page 66)

Alumina Limited Shareholder Approval

Subject to the Court granting orders to convene a meeting of Alumina Limited shareholders to consider and vote on a resolution to approve the Transaction and approving the distribution of Alumina Limited’s scheme booklet in respect of the Transaction (the “Scheme Booklet”) (the date of the hearing of the Court to grant such orders is referred to as the “First Court Date”), Alumina Limited intends to hold a separate special meeting of its shareholders pursuant to those orders (such meeting is referred to as the “Scheme Meeting”). Under Section 411(4)(a)(ii) of the Australian Corporations Act, the resolution to approve the Transaction must be passed both (i) by a majority in number of Alumina Limited shareholders that are present and voting in person or by proxy, by attorney or, in the case of a corporation, by its duly appointed corporate representative, at the Scheme Meeting and (ii) by 75% of the votes cast on the Scheme resolution in person or by proxy, at the Scheme Meeting.

Australian Court Approval

Under the Australian Corporations Act, the Transaction must be approved by Alumina Limited shareholders and by the Court to become effective. The Australian Corporations Act expressly prevents a court from granting approval unless:

•

ASIC provides the Court with a statement that it has no objection to the Transaction; or

•

the Court is satisfied that the Transaction has not been proposed for the purpose of enabling any person to avoid the operation of any of the provisions of Chapter 6 of the Australian Corporations Act (which relates to takeovers).

Alumina Limited intends to apply to the Court on the First Court Date for orders (i) that the Scheme Meeting be convened to consider and vote upon a resolution to approve the Transaction and (ii) approving the distribution of the Scheme Booklet to Alumina Limited shareholders. Alumina Limited must give ASIC at least fourteen days’ notice before the First Court Date and must allow ASIC a reasonable opportunity to review the Scheme Booklet and to make submissions to the Court with respect to it. Provided that ASIC is satisfied with the terms of the transaction documents (including the Transaction Agreement, Scheme and Deed Poll) and the Scheme Booklet, it is expected that ASIC will provide to the Court on the First Court Date a letter stating that, while ASIC reserves its rights until it has had an opportunity to observe the entire Scheme process, it does not at that point in time intend to oppose the Scheme at the Second Court Date. The Court will consider the terms of the transaction documents (including the Transaction Agreement, Scheme and Deed Poll) at the First Court Date and may require changes to any of those documents as a condition to the Court granting the orders sought. Alumina Limited must not consent to any modification of, or amendment to, or the making or imposition by the Court of any condition in respect of the Scheme without the prior written consent of Alcoa.

If the resolution to approve the Transaction is passed at the Scheme Meeting and all other conditions to the Transaction are satisfied or waived, Alumina Limited will seek to obtain the approval of the Court (the date of the hearing of the Court to grant such order is referred to as the “Second Court Date”). Alumina Limited intends to apply to ASIC for ASIC to provide to the Court a written statement that it has no objection to the Transaction.

Alumina Limited expects that ASIC will provide to the Court on the Second Court Date a letter stating that ASIC has no objection to the Transaction. The Court will approve the Transaction only if it is satisfied, among other things, that the Scheme and its terms and conditions are procedurally and substantively fair and reasonable to all persons who are entitled to receive the Scheme Consideration pursuant to the Scheme.

If the Court approves the Transaction on the Second Court Date, a copy of the Court’s order will be filed with ASIC and the Scheme will become effective and binding on all Alumina Limited shareholders (including those who voted against the resolution to approve the Transaction) on filing of that Court order with ASIC. On the Effective Date, the obligations of Alcoa and Alcoa Bidder under the Deed Poll will take effect and be binding.

It is expected that trading in Alumina Limited Shares on the ASX will be suspended from the close of trading on the Effective Date of the Scheme, which is expected to be one business day after the Court’s approval on the Second Court Date. The Scheme Record Date (which will be the second business day following the Effective Date) will be set to determine the Alumina Limited shareholders who will transfer their Alumina Limited shares and be entitled to receive the Scheme Consideration. It is expected that the Scheme Consideration will be provided to Alumina Limited shareholders on the fifth business day following the Scheme Record Date and the Transaction will be implemented on that date.

Australian Foreign Investment Approval

Under Australia’s Foreign Acquisitions and Takeovers Act 1975 (Cth) (“FATA”), certain transactions may not be completed by a “foreign person” (such as Alcoa or Alcoa Bidder) unless notice has been given to the Federal Treasurer of Australia (the “Federal Treasurer”) and the Federal Treasurer has either provided notice under the FATA that there is no objection to the proposed acquisition or the statutory period has expired without the Federal Treasurer objecting (“FIRB Approval”). As part of its review, Australia’s Foreign Investment Review Board (“FIRB”) will seek the views of other government agencies, including the Australian Competition and Consumer Commission (“ACCC”).

Alcoa and Alcoa Bidder gave notice of the Transaction to the Federal Treasurer on March 14, 2024 but have not yet received a no objection notification from the Federal Treasurer. The statutory period currently expires on June 14, 2024 and may be subject to extension by FIRB.

Australian Competition and Consumer Commission

Section 50 of the Competition and Consumer Act 2010 (Cth) (the “CCA”) prohibits the acquisition of shares or assets that would have the effect, or be likely to have the effect, of substantially lessening competition in any Australian market. The ACCC is responsible for enforcing Section 50 of the CCA.

Alcoa filed an application for confidential pre-assessment with the ACCC on March 14, 2024.

On April 19, 2024 (Australian Eastern Standard Time), the ACCC provided informal clearance for the Transaction by confirming in writing to Alcoa that it does not intend to conduct a public review of the Transaction pursuant to Section 50 of the CCA.

Brazil Administrative Council for Economic Defense Approval

Under Law No. 12,529 of 2011 (the “Competition Law”), the Transaction may not be completed until a notification has been filed and approval has been granted by Brazil’s Administrative Council for Economic Defense (“CADE”). Upon its investigation, CADE can decide to approve the transaction unconditionally, prolong the investigation, impose remedies or conditions or prohibit the Transaction.

Alcoa and Alumina Limited jointly filed an application for CADE approval on April 16, 2024 (Australian Eastern Standard Time).

On May 29, 2024 (Australian Eastern Standard Time), CADE certified that the applicable term for intervention or “call-back” of the application had elapsed and that consequently CADE’s decision published in the Official Gazette of Brazil on May 13, 2024 to approve the application was final.

NYSE and ASX Listing (see page 67)

Alcoa has agreed to obtain listing approval from the NYSE for the shares of Alcoa common stock to be issued or issuable in the Transaction. Alcoa has also agreed to establish a secondary “foreign exempt” listing on the ASX to allow Alumina Limited shareholders to trade shares of Alcoa common stock via New Alcoa CDIs on the ASX. The New Alcoa CDIs will be listed for quotation on the official list of ASX initially on a deferred settlement basis with effect from the first business day after the Effective Date (or a later date as ASX or the Court may require) and on an ordinary (T+2) settlement basis from no later than the first business day after the Implementation Date.

An Alumina Limited shareholder will be an “Ineligible Foreign Shareholder” for the purposes of the Scheme if, at 7:00 p.m. (Australian Eastern Standard Time) on the Scheme Record Date, such shareholder’s address on Alumina Limited’s share register is a place outside Australia and its external territories, British Virgin Islands, Norway, Canada, Hong Kong, New Zealand, Singapore, Switzerland, the European Union, the United Arab Emirates, the United Kingdom or the United States (unless otherwise agreed by Alcoa and Alumina Limited, each acting reasonably), unless Alcoa (after consultation with Alumina Limited) determines that it is lawful and not unduly onerous or unduly impracticable to issue the New Alcoa CDIs to such Alumina Limited shareholder.

With respect to the New Alcoa CDIs that would be otherwise issued to an Ineligible Foreign Shareholder, in lieu of issuing any New Alcoa CDIs to such Ineligible Foreign Shareholder, Alcoa will issue the new shares of Alcoa common stock to which an Ineligible Foreign Shareholder would otherwise be entitled to receive in the form of New Alcoa CDIs to a nominee appointed by Alcoa. Alcoa will appoint such nominee on terms reasonably acceptable to Alumina Limited at least five business days before the Scheme Meeting. Such nominee will sell or procure the sale of such Sale Nominee Alcoa Shares in the ordinary course of trading on NYSE as soon as reasonably practicable after the Implementation Date (and in any event within 15 days after the Sale Nominee Alcoa Shares are capable of being traded on NYSE) and remit the proceeds, net of any applicable brokerage,

stamp duty and other selling costs, taxes, and charges as soon as reasonably practicable after settlement (and in any event within 10 business days), to Alcoa Bidder. Promptly after receiving the proceeds, Alcoa will pay or procure the payment of the proportional share of such proceeds to each Ineligible Foreign Shareholder. None of Alcoa, Alcoa Bidder, Alumina Limited or the nominee gives any assurance as to the price that will be achieved for the sale of the Sale Nominee Alcoa Shares and the sale of the Sale Nominee Alcoa Shares will be at the risk of the Ineligible Foreign Shareholder.

No Appraisal Rights (see page 65)

Under Delaware law, holders of shares of Alcoa common stock are not entitled to appraisal rights in connection with the Transaction or any of the matters to be acted on at the Special Meeting.

Conditions Precedent to the Scheme (see page 80)

As more fully described in this proxy statement and in the Transaction Agreement, the Scheme will not become effective, and the obligations of Alcoa, Alcoa Bidder and Alumina Limited to complete the Transaction are not binding, until each of the following conditions precedent, among others, is satisfied (or waived to the extent permissible):

•

receipt of certain regulatory approvals;

•

approval by Alcoa stockholders and Alumina Limited shareholders;

•

the Court’s approval of the Scheme in accordance with the Australian Corporations Act;

•

no Australian or United States court or regulatory authority having issued or enacted any law or other order which restrains or prohibits the implementation of the Scheme and is in effect at 8:00 a.m. (Australian Eastern Standard Time) on the Second Court Date;

•

issuance of the Independent Expert’s report concluding that the Scheme is in the best interests of Scheme Participants before the lodgement of the Scheme Booklet with ASIC (and there being no change or withdrawal to that conclusion before 8:00 a.m. (Australian Eastern Standard Time) on the Second Court Date);

•

listing of the shares of Alcoa common stock to be issued or issuable in the Transaction and New Alcoa CDIs on the NYSE and ASX, respectively; and

•

absence of Alumina Limited Prescribed Event and Alcoa Prescribed Event (each as defined under “The Transaction Agreement, Scheme and Deed Poll—Conditions Precedent to the Scheme”).

Exclusivity (see page 92)

The Transaction Agreement restricts Alumina Limited’s and Alcoa’s ability to solicit competing proposals from third parties, to negotiate with a third party regarding any agreement, understanding or arrangement that could reasonably be expected to lead to a competing proposal, to provide non-public information to third parties regarding competing proposals and (i) in the case of Alcoa’s board of directors, for any member of the board to change his or her recommendation in favor of the Transaction and (ii) in the case of Alumina Limited’s board of directors, for any independent director or Alumina Limited’s Managing Director and Chief Executive Officer to change his or her recommendation in favor of the Transaction. Notwithstanding this obligation, Alumina Limited and Alcoa may under certain circumstances furnish information to and engage in discussions or negotiations with third parties with respect to unsolicited competing proposals if Alumina Limited’s or Alcoa’s board of directors, as applicable, determines in good faith after receiving advice from its financial and external legal advisers that (1) the competing proposal is or would reasonably be expected to become a superior proposal and (2) failing to

respond to the competing proposal would constitute a breach of Alumina Limited’s or Alcoa’s board of directors’ (as applicable) fiduciary or statutory obligations. Alumina Limited’s and Alcoa’s board of directors, as applicable, may also change its recommendation in certain circumstances, including entering into a transaction for a Superior Proposal (as defined and described under “The Transaction Agreement, Scheme and Deed Poll—Termination”).

Termination of the Transaction Agreement (see page 95)

The Transaction Agreement may be terminated by either Alcoa or Alumina Limited:

•

if the Scheme has not become effective by the End Date (as defined under “The Transaction Agreement, Scheme and Deed Poll—Termination”), provided that the party purporting to terminate the Transaction Agreement has complied in all material respects with certain of its obligations under the Transaction Agreement;

•

before 8:00 a.m. (Australian Eastern Standard Time) on the Second Court Date, if the other party is in material breach of a term of the Transaction Agreement, taken in the context of the Scheme as a whole, provided that the breaching party has, if practicable, given notice to the non-breaching party setting out the relevant circumstances and the relevant circumstances continue to exist 10 business days (or any shorter period ending at 8:00 a.m. on the Second Court Date) after the time such notice is given;

•

if (a) a Consultation Failure (as defined under “The Transaction Agreement, Scheme and Deed Poll—Conditions Precedent to the Scheme”) has occurred or (b) the Court refuses to make orders convening the Scheme Meeting or approving the Scheme and the parties agree not to appeal or an independent counsel advises that an appeal would be futile; or

•

if agreed to in writing by both parties.

The Transaction Agreement may be terminated by Alcoa:

•

before 8:00 a.m. (Australian Eastern Standard Time) on the Second Court Date, if (a) any of Alumina Limited’s board members publicly adversely changes his or her recommendation from the form in the public announcement attached to the Transaction Agreement or otherwise makes a public statement indicating that they do not or no longer support the Scheme or support or endorse an Alumina Limited Competing Transaction (as defined under “The Transaction Agreement, Scheme and Deed Poll—Exclusivity”) or (b) any independent Alumina Limited director or Alumina Limited’s Managing Director and Chief Executive Officer does not state he or she intends to vote all of the Alumina Limited shares that he or she directly or indirectly owns or controls in favor of the Scheme at the Scheme Meeting, or withdraws or adversely modifies (including by attaching any qualifications to) an earlier statement that they intend to vote in favor of the Scheme at the Scheme Meeting; or

•

Alcoa has received an Alcoa Superior Proposal (as defined under “The Transaction Agreement, Scheme and Deed Poll—Exclusivity”) and Alcoa’s board of directors has determined in good faith and acting reasonably having received advice from its external counsel specializing in corporate law, that by virtue of the fiduciary or statutory duties of Alcoa’s board, Alcoa is required to terminate the Transaction Agreement as a result of the Alcoa Superior Proposal.

The Transaction Agreement may be terminated by Alumina Limited:

•

before 8:00 a.m. (Australian Eastern Standard Time) on the Second Court Date, if any Alcoa board member publicly changes his or her recommendation to Alcoa stockholders that they vote in favor of the issuance of New Alcoa Shares, including any adverse modification to his or her recommendation, or otherwise makes a public statement indicating that they no longer support the Scheme or support or endorse an Alcoa Competing Transaction (as defined under “The Transaction Agreement, Scheme and Deed Poll—Exclusivity”);

•

before 8:00 a.m. (Australian Eastern Standard Time) on the Second Court Date, if Alumina Limited has received an Alumina Limited Competing Transaction and Alumina Limited’s board of directors has determined that the Alumina Limited Competing Transaction constitutes an Alumina Limited Superior Proposal (as defined under “The Transaction Agreement, Scheme and Deed Poll—Exclusivity”) and the Alumina Limited board has determined in good faith and acting reasonably having received advice from its external counsel specializing in corporate law, that by virtue of the fiduciary or statutory duties of the Alumina Limited board members, Alumina Limited is required to terminate the Transaction Agreement as a result of the Alumina Limited Superior Proposal.

Alcoa Preferred Stock (see page 98)

Alcoa has agreed to issue shares of New Alcoa Preferred Stock to the CITIC Participant in lieu of New Alcoa CDIs that would have otherwise resulted in the CITIC Participant and its affiliates beneficially owning, in the aggregate, in excess of 4.5% of the outstanding shares of Alcoa common stock (including the shares underlying the New Alcoa CDIs) upon implementation of the Scheme. The designations, powers, rights and preferences and the qualifications, limitations and restrictions will be set forth on a certificate of designation (the “Certificate of Designation”). The form of the Certificate of Designation is attached as Schedule 2 of the Transaction Agreement, which is attached as Annex A.

The shares of New Alcoa Preferred Stock will be subject to the following terms, among others:

•

The New Alcoa Preferred Stock will have no voting rights, except as may be required by applicable law and except as specified in the Certificate of Designation;

•

Each share of New Alcoa Preferred Stock will be convertible into one share of Alcoa common stock (the “Conversion Ratio”), subject to adjustment under certain circumstances as set forth in the Certificate of Designation;

•

The New Alcoa Preferred Stock will participate in dividends (other than stock dividends which shall adjust the Conversion Ratio) paid on the shares of Alcoa common stock to the same extent as the Alcoa common stock; and

•

The New Alcoa Preferred Stock will rank senior to Alcoa common stock in the event of a liquidation, dissolution or winding up of Alcoa to the extent of a liquidation preference of $0.0001 for each share of Alcoa Preferred Stock and, after the payment of such liquidation preference, rank pari passu with the Alcoa common stock.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

On March 11, 2024 (Eastern Daylight Time) / March 12, 2024 (Australian Eastern Daylight Time) (the “Date of Announcement”), Alcoa and Alumina Limited entered into the Transaction Agreement, pursuant to which, subject to the satisfaction or waiver of applicable closing conditions, Alumina Limited will become an indirect wholly owned subsidiary of Alcoa. Alumina Limited had 2,901,681,417 Alumina Limited Shares outstanding on the Date of Announcement, of which 2,766,414,711 shares will convert into the Scheme Consideration that is, in the aggregate, the equivalent of 78,953,476 shares of Alcoa common stock. The remaining 136,668,243 Alumina Limited Shares are owned by a certain Scheme Participant that is the CITIC Participant, and will convert into the equivalent of 3,900,512 shares of New Alcoa Preferred Stock. See “The Transaction” beginning on page 47 of this proxy statement for further details on the Transaction.

The following unaudited pro forma condensed combined financial information presents the unaudited pro forma condensed combined statement of operations for the fiscal year ended December 31, 2023 and the quarter ended March 31, 2024 and the unaudited pro forma condensed combined balance sheet as of March 31, 2024. The unaudited pro forma condensed combined financial information includes the historical results of Alcoa and Alumina Limited after giving pro forma effect to the acquisition of Alumina Limited. The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2023 and the quarter ended March 31, 2024 combine the historical audited and unaudited consolidated statement of operations of Alcoa for the corresponding periods, with the respective historical audited and unaudited consolidated statement of profit and loss of Alumina Limited for the corresponding periods, as if the Transaction had occurred on January 1, 2023. The unaudited pro forma condensed combined balance sheet as of March 31, 2024 combines the historical unaudited consolidated balance of Alcoa and the historical unaudited consolidated balance sheet of Alumina Limited as of March 31, 2024, as if the Transaction had occurred on March 31, 2024.

The unaudited pro forma condensed combined financial information was based on and should be read in conjunction with Alcoa’s and Alumina Limited’s historical financial statements referenced below:

•

Alcoa’s audited consolidated financial statements and related notes thereto contained in its Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 21, 2024 and Alcoa’s unaudited consolidated financial statements and related notes thereto contained in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, filed with the SEC on May 2, 2024, which are incorporated by reference in “Where You Can Find More Information” beginning on page 104 of this proxy statement; and

•

Alumina Limited’s audited consolidated financial statements and related notes thereto for the year ended December 31, 2023 and unaudited consolidated financial statements for the quarter ended March 31, 2024, which are included beginning on page C-1 of this proxy statement.

The consummation of the Transaction remains subject to the satisfaction of various closing conditions, including, among others, the receipt of Alcoa shareholders’ approval, Alumina Limited shareholders’ approval, regulatory and other approvals. Alcoa notes that the Transaction has not been consummated, and may never be consummated, including for reasons outside of Alcoa’s control.

The unaudited pro forma condensed combined financial statements were prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses,” using the assumptions set forth in the notes to the unaudited pro forma condensed combined financial statements. The unaudited pro forma condensed combined financial statements have been adjusted to include estimated Transaction accounting adjustments, accounting policy adjustments, and International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) (the “IFRS Accounting Standards”) to accounting principles generally accepted in the United States of America (“U.S. GAAP”) adjustments.

The pro forma adjustments are based upon currently available information and certain assumptions that Alcoa’s management believes are reasonable. Assumptions underlying the pro forma adjustments are described in the accompanying notes, which should be read in conjunction with the unaudited pro forma condensed combined financial information. The actual adjustments to Alcoa’s audited consolidated financial statements will depend upon a number of factors and additional information that will be available on or after the consummation of the Transaction. Accordingly, the actual adjustments that will appear in Alcoa’s financial statements may differ from these pro forma adjustments. Additionally, Alcoa conducted an initial review of the accounting policies of Alumina Limited, which comply with the IFRS Accounting Standards, to determine material differences in accounting policies or presentation between Alcoa and Alumina Limited that may require recasting or reclassification to conform to Alcoa’s accounting policies and presentations. The assessment of differences between the IFRS Accounting Standards and U.S. GAAP is based on Alcoa management’s best estimates, which remain subject to change as additional information is available.

The unaudited pro forma condensed combined financial information has been prepared in accordance with the rules and regulations of the SEC. The unaudited pro forma condensed combined financial information is presented for informational purposes only and is not intended to present or be indicative of what the results of operations or financial position would have been had the events actually occurred on the dates indicated, nor is it meant to be indicative of future results of operations or financial position of any future period or as of any future date. Additionally, the unaudited pro forma financial information does not reflect the costs of any integration activities or cost savings or synergies expected to be achieved as a result of the Transaction, which are described in the section entitled “The Transaction—Alcoa’s Reasons for the Transaction” beginning on page 53 of this proxy statement, and, accordingly, does not attempt to predict or suggest future results.

ALCOA CORPORATION

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE QUARTER ENDED MARCH 31, 2024

(in millions, except per share data)


	Historical Alcoa Corporation U.S. GAAP (USD)			Historical Alumina Limited IFRS (USD)¹			Alumina Limited IFRS to U.S. GAAP Adjustments² (USD)			Transaction Accounting Adjustments (USD)³			Note(s)			U.S. GAAP Pro forma Combined (USD)
Sales	$	2,599		$	—		$	—		$	—					$	2,599
Cost of goods sold (exclusive of expenses below)		2,404			—			—			—						2,404
Selling, general administrative, and other expenses		60			6			—			—						66
Research and development expenses		11			—			—			—						11
Provision for depreciation, depletion, and amortization		161			—			—			—						161
Restructuring and other charges, net		202			—			—			—						202
Interest expense		27			6			—			—						33
Other expenses (income), net		59			42			6			(48	)		(A	)		59

Total costs and expenses		2,924			54			6			(48	)					2,936

(Loss) income before income taxes		(325	)		(54	)		(6	)		48						(337	)
Benefit from income taxes		(18	)		—			—			—						(18	)

Net (loss) income		(307	)		(54	)		(6	)		48						(319	)
Less: Net loss attributable to noncontrolling interest		(55	)		—			—			55			(A	)		—

Net (loss) income after noncontrolling interest	$	(252	)	$	(54	)	$	(6	)	$	(7	)				$	(319	)

Earnings per share attributable to common shareholders:
Basic	$	(1.41	)	$	(0.02	)										$	(1.24	)

Diluted	$	(1.41	)	$	(0.02	)										$	(1.24	)

¹	See Annex C, Alumina Limited’s Historical Financial Statements.

²	See Note 3.

³	See Note 5.

See accompanying “Notes to the Unaudited Pro Forma Condensed Combined Financial Information.”

ALCOA CORPORATION

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2023

(in millions, except per share data)


	Historical Alcoa U.S. GAAP (USD)			Historical Alumina IFRS¹ (USD)			IFRS to U.S. GAAP Adjustments² (USD)			Transaction Accounting Adjustments³ (USD)			Note(s)			U.S. GAAP Pro forma Combined (USD)
Sales	$	10,551		$	1		$	—		$	—					$	10,552
Cost of goods sold (exclusive of expenses below)		9,813			—			—			—						9,813
Selling, general administrative, and other expenses		226			12			—			—						238
Research and development expenses		39			—			—			—						39
Provision for depreciation, depletion, and amortization		632			—			—			—						632
Restructuring and other charges, net		184			—			—			—						184
Interest expense		107			20			—			—						127
Other expenses (income), net		134			119			8			(127	)		(A	)		134

Total costs and expenses		11,135			151			8			(127	)					11,167

(Loss) income before income taxes		(584	)		(150	)		(8	)		127						(615	)
Provision for income taxes		189			—			—									189

Net (loss) income		(773	)		(150	)		(8	)		127						(804	)
Less: Net (loss) income attributable to noncontrolling interest		(122	)		—			—			122			(A	)		—

Net (loss) income after noncontrolling interest	$	(651	)	$	(150	)	$	(8	)	$	5					$	(804	)

Earnings per share attributable to common shareholders:
Basic	$	(3.65	)	$	(0.05	)										$	(3.13	)

Diluted	$	(3.65	)	$	(0.05	)										$	(3.13	)

¹	See Annex C, Alumina Limited’s Historical Financial Statements.

²	See Note 3.

³	See Note 5.

See accompanying “Notes to the Unaudited Pro Forma Condensed Combined Financial Information.”

ALCOA CORPORATION

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

AS OF MARCH 31, 2024

(in millions, except per share data)


	Historical Alcoa Corporation U.S. GAAP (USD)			Historical Alumina Limited IFRS (USD)¹			Alumina Limited IFRS to U.S. GAAP Adjustments² (USD)		Transaction Accounting Adjustments (USD)³			Note(s)		U.S. GAAP Pro forma Combined (USD)
Assets
Current assets:
Cash and cash equivalents	$	1,358		$	3		$	—	$	(66	)		(B)	$	1,295
Receivables from customers		869			—			—		—					869
Other receivables		132			—			—		—					132
Inventories		2,048			—			—		—					2,048
Fair value of derivative instruments		22			—			—		—					22
Prepaid expenses and other current assets		452			1			—		—					453

Total current assets		4,881			4			—		(66	)				4,819
Properties, plants, and equipment, net		6,577			2			—		—					6,579
Investments		969			1,683			11		(1,694	)		(C)		969
Deferred income taxes		295			—			—		—					295
Fair value of derivative instruments		1			—			—		—					1
Other noncurrent assets		1,605			—			—		—					1,605

Total Assets	$	14,328		$	1,689		$	11	$	(1,760	)			$	14,268

Liabilities
Current liabilities:
Accounts payable, trade	$	1,586		$	2		$	—	$	—				$	1,588
Accrued compensation and retirement costs		331			—			—		—					331
Taxes, including income taxes		94			—			—		—					94
Fair value of derivative instruments		205			—			—		—					205
Other current liabilities		746			1			—		—					747
Long-term debt due within one year		79			—			—		363			(E)		442

Total current liabilities		3,041			3			—		363					3,407
Long-term debt, less amount due within one year		2,469			363			—		(363	)		(E)		2,469
Accrued pension benefits		267			—			—		—					267
Accrued other postretirement benefits		437			—			—		—					437
Asset retirement obligations		718			—			—		—					718
Environmental remediation		197			—			—		—					197
Fair value of derivative instruments		925			—			—		—					925
Noncurrent income taxes		134			—			—		—					134
Other noncurrent liabilities and deferred credits		606			2			—		—					608

Total liabilities		8,794			368			—		—					9,162

Contingencies and commitments
Equity
Shareholders’ equity:
Common stock		2			—			—		1			(D)		3
Preferred stock		—			—			—		—			(D)		—
Additional capital		9,184			2,707			—		(523	)		(B),(C),(D)		11,368
Accumulated (deficit) earnings		(1,564	)		74			11		(121	)		(B),(C)		(1,600	)
Accumulated other comprehensive loss		(3,628	)		(1,460	)		—		423			(C)		(4,665	)

Total shareholders’ equity		3,994			1,321			11		(220	)				5,106

Noncontrolling interest		1,540			—			—		(1,540	)		(C)		—

Total equity		5,534			1,321			11		(1,760	)				5,106

Total Liabilities and Equity	$	14,328		$	1,689		$	11	$	(1,760	)			$	14,268

¹	See Annex C, Alumina Limited’s Historical Financial Statements.

²	See Note 3.

³	See Note 6.

See accompanying “Notes to the Unaudited Pro Forma Condensed Combined Financial Information.”

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

NOTE 1—BASIS OF PRESENTATION

The unaudited pro forma condensed combined financial information was prepared in accordance with Article 11 of SEC Regulation S-X, as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” Both Alcoa and Alumina Limited prepare their consolidated financial statements on the basis of the fiscal year ended December 31, 2023. The unaudited pro forma condensed combined financial information was prepared using:

•

the historical unaudited consolidated statements of operations of Alcoa and Alumina Limited for the quarter ended March 31, 2024;

•

the historical audited consolidated statements of operations of Alcoa and Alumina Limited for the year ended December 31, 2023; and

•

the historical unaudited consolidated balance sheets for Alcoa and Alumina Limited as of March 31, 2024.

The Transaction accounting adjustments included in the unaudited pro forma condensed combined financial information are preliminary, have been made solely for the purpose of preparing these statements and are subject to revision.

NOTE 2—RECLASSIFICATIONS

Alcoa’s management performed an initial review of the accounting policies of Alumina Limited to determine if differences in accounting policies require reclassification or adjustment and did not identify any material difference in accounting policy.

The following reclassifications were made to Alumina Limited’s historical statement of operations to conform to Alcoa’s historical presentation:

Statement of Operations for the quarter ended March 31, 2024


Amount (in $M USD)		Presentation in Alumina’s Historical Financial Statements	Presentation in Unaudited Pro Forma Condensed Combined Financial Information
$	6	General and administrative expenses	Selling, general administrative and other expenses
$	6	Finance costs	Interest expense
$	42	Share of net profit (loss) of associates accounted for using the equity method	Other expenses (income), net

Statement of Operations for the year ended December 31, 2023


Amount (in $M USD)		Presentation in Alumina’s Historical Financial Statements	Presentation in Unaudited Pro Forma Condensed Combined Financial Information
$	1	Income from related parties	Sales
$	12	General and administrative expenses	Selling, general administrative, and other expenses
$	20	Finance costs	Interest expense
$	119	Share of net profit (loss) of associates accounted for using the equity method	Other expenses (income), net

Balance Sheet as of March 31, 2024


Amount (in $M USD)		Presentation in Alumina’s Historical Financial Statements	Presentation in Unaudited Pro Forma Condensed Combined Financial Information
$	2	Right of use asset	Properties, plants, and equipment, net
$	1	Provisions and other liabilities (current)	Other current liabilities
$	1	Lease liability	Other noncurrent liabilities and deferred credits
$	1	Provisions and other liabilities (noncurrent)	Other noncurrent liabilities and deferred credits
$	2,707	Contributed equity	Additional capital
$	(1,527)	Foreign currency translation reserve	Accumulated other comprehensive loss
$	67	Other reserves	Accumulated other comprehensive loss
$	74	Retained earnings	Accumulated (deficit) earnings

NOTE 3—IFRS ACCOUNTING STANDARDS TO U.S. GAAP ADJUSTMENTS

Alumina Limited reports their financial statements under the IFRS Accounting Standards, which differs in certain material respects from U.S. GAAP. The following adjustments have been made to Alumina Limited’s carrying value of “Investment in associates” in Alumina Limited’s balance sheet and “Share of net profit (loss) of associate accounted for using the equity method” for purposes of the pro forma presentation in the IFRS Accounting Standards to U.S. GAAP adjustments column.

Asset retirement obligations

Under the IFRS Accounting Standards, asset retirement obligations (“AROs”) are recorded for dismantling, removal and restoration of certain refineries when a constructive obligation exists. Under U.S. GAAP, these AROs are recorded upon management’s decision to permanently close and demolish certain structures.

Additionally, the IFRS Accounting Standards requires remeasurement of ARO liabilities using current market discount rates. Under U.S. GAAP, AROs are measured using the discount rate that existed when the liability, or relevant portion, was initially recorded.

Gas transmission rights

As part of a previous sale transaction of an equity investment, AWAC maintained access to transmission capacity for gas supply to certain of its refineries. Under the IFRS Accounting Standards, the gas transmission rights are recognized as a deferred asset and liability at inception, net of deferred taxes. The deferred asset is then amortized over the useful life of the contract and the liability is subsequently revalued to current market pricing less any payments made for consumption. Under U.S. GAAP, gas transmission rights are not required to be recognized.

Properties, plants, and equipment, net

Under U.S. GAAP, the functional currency of AWAC’s operations in Brazil was the U.S. dollar while the currency was hyperinflationary, while under the IFRS Accounting Standards the functional currency remained the Brazilian real. As a result, the U.S. GAAP basis for properties, plants and equipment is higher than the IFRS Accounting Standards basis. Accordingly, depreciation is higher under U.S. GAAP than the IFRS Accounting Standards.

Mining rights intangibles

Upon the adoption of the IFRS Accounting Standards in 2004, Alumina Limited recognized intangible assets related to mineral rights for bauxite mining, which were amortized over the applicable period. Under U.S. GAAP, intangible assets related to mineral rights are not required to be recognized.

Retirement benefit obligations

Under the IFRS Accounting Standards, gains and losses related to defined benefit plans are recognized immediately in accumulated other comprehensive loss and are not subsequently recorded within profit or loss. Under U.S. GAAP gains and losses related to defined benefit plans are deferred in accumulated other comprehensive income until amortized into earnings. The actuarial assumptions also differ.

When Alcoa’s management completes a final review of Alumina Limited’s accounting policies, additional differences may be identified that, when conformed, could differ from the unaudited pro forma condensed combined financial information contained herein.

NOTE 4—PURCHASE CONSIDERATION AND ALLOCATION

Purchase Consideration

Based on Alcoa’s closing share price as of May 13, 2024, the exchange ratio of 0.02854 implies a value of A$1.73 per Alumina Limited Share and purchase consideration of $3.3 billion. The purchase consideration is as follows:


Alumina Limited common shares (excluding shares held by the CITIC Participant eligible for preferred stock conversion)	2,766,414,711	¹
Alumina Limited common shares held by the CITIC Participant eligible for preferred stock conversion	135,266,706	²

Total Alumina Limited common shares outstanding	2,901,681,417	³
Exchange ratio	0.02854
Alcoa common stock issued in exchange	78,953,476
Alcoa non-voting preferred stock issued in exchange	3,860,512

Total Alcoa stock issued in exchange	82,813,988
Alcoa closing share price			$	40.16	⁴

Purchase consideration at closing (in USD millions)			$	3,326	⁵

(1)	Alumina Limited shareholders will receive Alcoa stock at an exchange ratio of 0.02854.

(2)	Certain Alumina Limited Shares owned by the CITIC Participant will receive shares of Alcoa non-voting preferred stock at the exchange ratio of 0.02854.

(3)	Represents the number of Alumina Limited Shares issued and outstanding as of May 13, 2024.

(4)	Represents the closing price of Alcoa common stock on the New York Stock Exchange on May 13, 2024.

(5)	The final purchase consideration will be based on the closing price of Alcoa common stock on the closing date, which could differ materially from the Alcoa common stock price used to estimate the purchase consideration.

Accounting Treatment

The Transaction consists in substance of the acquisition of Alumina Limited’s noncontrolling interest in AWAC and the assumption of indebtedness. The Transaction will be accounted for as an equity transaction under U.S. GAAP in accordance with ASC 810. The financial condition and results of operations of Alcoa after closing of the Scheme will include the financial condition and results of operations of Alumina Limited.

The following table sets forth the allocation of the total purchase consideration to the identifiable assets acquired and liabilities assumed, based on Alumina Limited’s balance sheet on March 31, 2024:


	Amount (in millions) (USD)
Purchase consideration	$	3,326
Cash and cash equivalents		3
Prepaid expenses and other current assets		1
Properties, plants, and equipment, net		2

Total assets		6
Accounts payable, trade		2
Other current liabilities		1
Long-term debt due within one year		363
Other noncurrent liabilities and deferred credits		2

Total liabilities		368

Noncontrolling interest		1,540

Net assets acquired		1,178

Additional capital	$	2,148

NOTE 5—ADJUSTMENTS TO THE UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

(A) The adjustment represents the elimination of Alumina Limited’s equity earnings of $42 million and $119 million for the quarter ended March 31, 2024 and year ended December 31, 2023, respectively, and the elimination of the corresponding IFRS Accounting Standards to U.S. GAAP adjustment of $6 million and $8 million for the quarter ended March 31, 2024 and year ended December 31, 2023, respectively, as described in Note 3. Additionally, the adjustment represents the elimination of Alcoa’s noncontrolling interest of $55 million and $122 million for the quarter ended March 31, 2024 and year ended December 31, 2023, respectively.

NOTE 6—ADJUSTMENTS TO THE UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET AS OF MARCH 31, 2024

(B) Additional capital includes a decrease of $30 million to reflect the impact of Alcoa’s estimated transaction costs not yet incurred, with an offset to Cash. Accumulated (deficit) earnings includes a decrease of $30 million to reflect the impact of Alumina Limited’s transaction costs not yet incurred by Alumina Limited, and the cash settlement of obligations under Alumina Limited’s Employee Share Plan, and $6 million for other one-time charges not yet incurred by Alcoa, with an offset to Cash.

(C) The adjustment reflects the elimination of Alumina Limited’s investment of $1,683 million and the IFRS Accounting Standards to U.S. GAAP adjustment of $11 million as described in Note 3. Additionally, the adjustment reflects the elimination of Alumina Limited’s Additional capital of $2,707 million, Alumina Limited’s Accumulated earnings of $44 million (after the $30 million adjustment above) and the IFRS Accounting Standards to U.S. GAAP adjustment of $11 million, and Alumina Limited’s Accumulated other comprehensive loss of $1,460 million. Additional capital also reflects an adjustment of $362 million to reflect Alcoa’s acquisition of Alumina Limited’s remaining assets and liabilities (primarily long-term debt of $363 million). This adjustment also eliminates Alcoa’s Noncontrolling interest of $1,540 million and Other comprehensive loss of $1,037 million allocated to Noncontrolling interest, with an offset to Additional capital.

(D) The adjustment to Common stock and Preferred stock represents the issuance of 78,953,476 Alcoa common shares at $0.01 par value and the issuance of 3,860,512 preferred non-voting shares at $0.01 par value, respectively, with an offset to Additional Capital.

(E) Alumina Limited’s revolving credit facility contains a clause that allows the majority lenders to call the outstanding indebtedness upon a change of control if Alumina Limited does not elect the option to prepay all outstanding loans and any other accrued amounts (including interest) in connection with such change of control. This adjustment reflects the reclassification from Long-term debt, less amount due within one year to Long-term debt, due within one year as a result of this change of control clause. Other than the principal and interest, no other material fees are expected with this repayment.

NOTE 7—EARNINGS PER SHARE

The unaudited pro forma condensed combined basic and diluted earnings per share calculations are based on the condensed combined basic and diluted average shares of Alcoa and Alumina Limited.

The pro forma basic and diluted weighted average shares outstanding are a combination of historical Alcoa common stock and the Alcoa common stock issued as part of the Transaction at an exchange ratio of 0.02854 shares of Alcoa common stock for each Alumina Limited Share outstanding. Certain Alumina Limited Shares owned by a certain CITIC Participant will receive, in lieu of the Alcoa common stock, 0.02854 shares of New Alcoa Preferred Stock.


Pro Forma Weighted Average Shares	Quarter Ended March 31, 2024			Year Ended December 31, 2023
Basic weighted average number of common shares outstanding-historical		179,285,359			178,311,096
Common stock issued as part of the Transaction		78,953,476			78,953,476

Pro forma weighted average number of common shares - Basic		258,238,835			257,264,572
Preferred stock issued as part of the Transaction		3,860,512			3,860,512

Diluted weighted average number of common shares outstanding-historical		179,285,359			178,311,096
Common stock issued as part of the Transaction		78,953,476			78,953,476

Pro forma weighted average number of common shares - Diluted		258,238,835			257,264,572
Preferred stock issued as part of the Transaction		3,860,512			3,860,512

Pro Forma Earnings per Share
Pro forma net loss attributable to common shareholders (in USD millions)	$	(319	)	$	(804	)
Basic - pro forma	$	(1.24	)	$	(3.13	)
Diluted - pro forma	$	(1.24	)	$	(3.13	)

COMPARATIVE PER SHARE MARKET PRICE AND DIVIDEND INFORMATION

Comparative Per Share Market Price Information

Shares of Alcoa common stock are currently listed and traded on the NYSE under the symbol “AA.” Alumina Limited Shares are currently listed and traded on the ASX under the symbol “AWC.”

The table below sets forth the closing sale prices of Alcoa common stock and Alumina Limited Shares as reported on the NYSE and ASX, respectively, on February 23, 2024 (the last trading day prior to the public announcement of the Process Deed), and June 5, 2024. The table also shows the implied value of one Alumina Limited Share, which was calculated by multiplying the closing price of Alcoa common stock on that date by the exchange ratio of 0.02854 and then dividing by the exchange rate of U.S. dollar to Australian dollar as of February 23, 2024 and June 5, 2024, respectively. The market prices of Alcoa common stock and Alumina Limited Shares likely will fluctuate between the date of this proxy statement and the time of the Alcoa and Alumina Limited shareholder approvals and the completion of the Transaction. No assurance can be given concerning the market prices of Alcoa common stock or Alumina Limited Shares before the completion of the Transaction or the market price of Alcoa common stock after the completion of the Transaction.

The exchange ratio for the Scheme Consideration is fixed in the Transaction Agreement and will not be adjusted for changes in the market value of the Alcoa common stock or Alumina Limited Shares. As a result, the market value of the Alcoa common stock that Alumina Limited shareholders will receive in the Transaction may vary significantly from the prices shown in the table below.


Date	Alumina Limited Share (A$) ⁽²⁾		Alcoa Common Stock ($) ⁽³⁾		Share Conversion Ratio		U.S. Dollar to Australian Dollar Exchange Rate ⁽⁴⁾		Implied Value of Alumina Limited Share (A$)
February 23, 2024⁽¹⁾		1.02		26.52		0.02854		0.656		1.15
June 5, 2024		1.79		42.59		0.02854		0.665		1.83

(1)	Represents the last trading day prior to announcement of the Process Deed.

(2)	Trading price of Alumina Limited Shares upon the close of trading on the ASX on the date indicated.

(3)	Trading price of Alcoa common stock upon the close of trading on the NYSE on the date indicated.

(4)	Historical exchange rates based on “Bloomberg Generic Composite Rate.”

Alcoa stockholders should obtain current market prices for shares of Alcoa common stock and Alumina Limited Shares in deciding whether to vote for the approval of the Transaction Proposal.

Dividends

Alcoa

In October 2021, Alcoa announced the initiation of a quarterly cash dividend and Alcoa has declared and paid a quarterly cash dividend of $0.10 per share of Alcoa common stock since such announcement. Alcoa currently intends to continue its quarterly cash dividend. The details of any future cash dividend declaration, including the amount of such dividend and the timing and establishment of the record and payment dates, will be determined by the board of directors of Alcoa. Alcoa’s decision of whether to pay future cash dividends and the amount of any such dividends will be based on Alcoa’s financial position, results of operations, cash flows, capital requirements, business conditions, the requirements of applicable law, and any other factors the board of directors of Alcoa may deem relevant.

Alumina Limited

Alumina Limited’s dividend policy is to distribute free cash flow derived from net AWAC distributions less Alumina Limited’s corporate and finance costs, while taking into consideration its capital structure, any capital requirements for AWAC and market conditions. Alumina Limited has not declared a dividend since the interim dividend for the six months to June 30, 2022 of 4.2 U.S. cents per share that was paid in September 2022.

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING

The following questions and answers are intended to briefly address some questions that you, as an Alcoa stockholder, may have regarding the Transaction and the Special Meeting. These questions and answers may not address all questions that may be important to you as an Alcoa stockholder and is for your convenience only and is merely a summary of the information contained in this proxy statement. You should read this entire proxy statement carefully, including the attached annexes, the documents incorporated by reference and the other documents to which this proxy statement refers you. You may obtain the information incorporated by reference into this proxy statement without charge by following the instructions under the section entitled “Where You Can Find More Information” beginning on page 104 of this proxy statement.

Q:	Why am I receiving this proxy statement?

You are receiving this proxy statement because Alcoa is proposing to acquire Alumina Limited in the Transaction pursuant to the terms and conditions of the Transaction Agreement, the Scheme and the Deed Poll that are described in this proxy statement. In the Transaction, Alcoa Bidder will acquire all fully paid Alumina Limited Shares in exchange for New Alcoa CDIs (with each New Alcoa CDI representing a unit of beneficial ownership in a share of Alcoa common stock) pursuant to a scheme of arrangement under Part 5.1 of the Australian Corporations Act. As a result, Alumina Limited will become a wholly owned subsidiary of Alcoa Bidder and an indirect wholly owned subsidiary of Alcoa. A copy of the Transaction Agreement is attached to this proxy statement as Annex A. A copy of the draft Scheme is attached as Annexure B to the Transaction Agreement, and a copy of the draft Deed Poll is attached as Annexure C to the Transaction Agreement.

In order to complete the Transaction, Alumina Limited shareholders and the Court must approve the Transaction and all other conditions to the Transaction must be satisfied or waived.

Alcoa will hold the Special Meeting to obtain the required approval of its stockholders, and, subject to the approval of the Court, Alumina Limited will hold a separate Scheme Meeting of its shareholders to obtain the required approval of its shareholders, which approvals are expected to be sought shortly after the Special Meeting is held.

This proxy statement contains important information about the Transaction and the proposals being voted on at the Special Meeting, and you should read it carefully.

Your vote is important. Alcoa encourages you to vote as soon as possible.

Q:	What will I receive in the Transaction?

Alcoa stockholders will continue to own their existing shares of Alcoa common stock after the Transaction. Upon completion of the Transaction, Alcoa anticipates that shares of Alcoa common stock held by former Alumina Limited shareholders will represent approximately 31.25% of the fully diluted shares of Alcoa common stock, and the shares of Alcoa common stock held by existing Alcoa stockholders will represent approximately 68.75% of the fully diluted shares of Alcoa common stock (including, in each case, the shares of Alcoa common stock issuable upon conversion of such shares of New Alcoa Preferred Stock issued to the CITIC Participant), in each case based on the number of fully diluted shares outstanding as of February 23, 2024. The actual number of shares of Alcoa common stock that will be issued in the Transaction will depend on, among other factors, the number of Alumina Limited Shares, equity awards and other dilutive instruments outstanding immediately prior to the effectiveness of the Scheme, and the actual relative ownership levels of Alcoa common stock will also depend on the number of shares of Alcoa common stock outstanding at the completion of the Transaction. Accordingly, at the time you vote, you will not be able to ascertain the precise number of shares of Alcoa common stock that will be issued in the Transaction or the relative ownership levels of former Alumina Limited shareholders and current Alcoa stockholders after the completion of the Transaction.

Q:	When and where will Alcoa hold its Special Meeting?

A:	The virtual Special Meeting will be conducted on the internet via live webcast at www.virtualshareholdermeeting.com/AA2024SM on July 16, 2024 to consider and vote on each of the proposals described below.

Q:	Who is entitled to vote at the Special Meeting?

A:	Holders of Alcoa common stock as of the close of business on the Record Date may vote at the Special Meeting. As of the Record Date, there were 179,561,504 shares of Alcoa common stock outstanding. Each share of Alcoa common stock is entitled to one vote on each proposal.

Registered Stockholders. If, as of the Record Date, shares of Alcoa common stock are registered directly in your name with Alcoa’s transfer agent, you are considered the stockholder of record with respect to those shares, and the proxy solicitation materials were provided to you directly by Alcoa. As the stockholder of record, you have the right to grant your voting proxy directly to the individuals listed on the proxy card or to vote live at the Special Meeting. Throughout this proxy statement, these registered stockholders are referred to as “stockholders of record.”

Street Name Stockholders. If, as of the Record Date, shares of Alcoa common stock are held on your behalf in a brokerage account or by a broker, bank or other nominee, you are considered to be the beneficial owner of shares that are held in “street name,” and Alcoa’s proxy solicitation materials were forwarded to you by your broker, bank or other nominee, who is considered the stockholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker, bank or other nominee as to how to vote your shares. You are also invited to attend the Special Meeting and vote your shares of Alcoa common stock live by following the voting instructions provided by your broker, bank or other nominee on your proxy solicitation materials or the instructions that accompanied your proxy materials to attend the Special Meeting. If you request a printed copy of the proxy materials by mail, your broker, bank or other nominee will provide a voting instruction form for you to use. Throughout this proxy statement, stockholders who hold their shares through a broker, bank or other nominee are referred to as “street name stockholders.”

Q:	What do I need to do to attend and participate in the Special Meeting?

The Special Meeting will be held in a virtual format only. Stockholders of record and street name stockholders with a legal proxy from their broker, bank or other nominee will be able to attend the Special Meeting by visiting www.virtualshareholdermeeting.com/AA2024SM, which will allow such stockholders to vote shares electronically at the meeting.

To participate in the Special Meeting, you will need the control number included on your proxy card or the instructions that accompanied your proxy materials to attend the Special Meeting. The Special Meeting webcast will begin promptly at 8:00 a.m. Eastern Daylight Time. Alcoa encourages you to access the meeting prior to the start time. Online check-in will begin at 7:45 a.m. Eastern Daylight Time, and you should allow ample time for the check-in procedures.

Q:	What if during the check-in time or during the meeting I have technical difficulties or trouble accessing the virtual Special Meeting?

If you encounter any technical difficulties accessing the virtual Special Meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual meeting login page for assistance. Technical support will be available beginning approximately 15 minutes prior to the start of the Special Meeting through its conclusion.

Additional information regarding matters addressing technical and logistical issues, including technical support during the Special Meeting, will be available at www.virtualshareholdermeeting.com/AA2024SM.

Q:	What matters am I voting on at the Special Meeting?

A:	At the Special Meeting, Alcoa stockholders will be asked to consider and vote on:

the Transaction Proposal; and

the Adjournment Proposal.

Q:	What will the Alumina Limited shareholders be asked to vote on?

Alumina Limited shareholders will not be asked to vote on any of the proposals to be considered and voted on at the Special Meeting. Rather, if the Court grants the necessary orders to convene a meeting of Alumina Limited shareholders to consider and vote on a resolution to approve the Transaction on the First Court Date, Alumina Limited will hold the Scheme Meeting pursuant to those orders. The Scheme Meeting is not expected to be held until after the Special Meeting, and accordingly you are not expected to know whether Alumina Limited shareholders have approved the Scheme at the time you vote. Amongst other things, the completion of the Transaction is conditional on the approval of the Scheme by a majority in number of Alumina Limited shareholders present and voting at the Scheme Meeting and at least 75% of the votes cast on the Scheme resolution at the Scheme Meeting.

Q:	How does Alcoa’s board of directors recommend that I vote on these proposals?

A:	Alcoa’s board of directors unanimously recommends that you vote “FOR” each of the proposals to be considered and voted on at the Special Meeting.

Q:	What constitutes a quorum for the Special Meeting?

A quorum is the minimum number of shares required to be present at the Special Meeting to properly hold a special meeting of stockholders and conduct business. A majority of the outstanding shares that are entitled to vote at the Special Meeting as of the Record Date present at the Special Meeting or represented by proxy will constitute a quorum at the Special Meeting. Abstentions and broker non-votes count as present at the Special Meeting for purposes of determining a quorum. If you vote to abstain on one or more proposals, your shares will be counted as present for purposes of determining the presence of a quorum.

Under the NYSE rules, brokers, banks and other nominees that hold their customers’ shares in “street name” may not vote their customers’ shares on “non-routine” matters without instructions from their customers. As each of the proposals to be voted upon at the Special Meeting is considered “non-routine,” such organizations do not have discretion to vote such shares on any proposal for which they do not receive instructions from their customers. As a result, Alcoa does not expect any broker non-votes at the Special Meeting, and if you hold your shares in “street name” and fail to provide your broker, bank or other nominee with any instructions regarding how to vote such shares, your shares will not be considered present at the Special Meeting, will not be counted for purposes of determining the presence of a quorum and will not be voted on any of the proposals unless you virtually attend the Special Meeting. If you provide instructions to your broker, bank or other nominee which indicate how to vote your shares with respect to one proposal but not with respect to the other proposal, your shares will be considered present at the Special Meeting and will be counted for purposes of determining the presence of a quorum but will not be voted with respect to that other proposal.

If a quorum is not present at the Special Meeting, the chairman of the meeting may adjourn the meeting to continue to solicit proxies.

Q:	What vote by the Alcoa stockholders is required to approve the Transaction Proposal?

Assuming a quorum is present, approval of the Transaction Proposal will require the affirmative vote of a majority of the shares present in person or represented by proxy at the Special Meeting and entitled to vote thereon. An abstention from voting or an attending non-vote will have the same effect as a vote “AGAINST” the Transaction Proposal.

Q:	What vote by the Alcoa stockholders is required to approve the Adjournment Proposal?

Approval of the Adjournment Proposal will require the affirmative vote of a majority of the shares present in person or represented by proxy at the Special Meeting and entitled to vote thereon (whether or not a quorum is present). An abstention from voting or an attending non-vote will have the same effect as a vote “AGAINST” the Adjournment Proposal.

Q:	Why is my vote important?

A:	In order to complete the Transaction, Alcoa stockholders must approve the Transaction Proposal.

Q:	Why am I being asked to consider and vote upon the Transaction Proposal?

Because Alcoa common stock is listed for trading on the NYSE, certain issuances of Alcoa securities are subject to the NYSE Listed Company Manual. Section 312.03 of the NYSE Listed Company Manual requires stockholder approval for issuances of common stock, or of securities convertible into or exercisable for common stock, if the number of shares of common stock to be issued is, or will be upon issuance, equal to or in excess of 20% of the number of shares of common stock outstanding before the issuance of the common stock or of securities convertible into or exercisable for common stock. Under Section 312.04 of the NYSE Listed Company Manual, stockholder approval is required for the issuance of securities convertible into or exercisable for common stock if the stock that can be issued upon conversion or exercise exceeds the applicable percentages, even if such convertible or exchangeable securities are not to be listed on the NYSE. Because the Transaction Agreement, the Scheme and Deed Poll contemplate the issuance of New Alcoa Shares (including shares of New Alcoa Preferred Stock that are convertible into shares of Alcoa common stock) in excess of this threshold in the aggregate, Alcoa is asking you to approve the Transaction Proposal.

Q:	Will the New Alcoa Shares and the New Alcoa CDIs be traded on an exchange?

A:	It is a condition to the completion of the Transaction that the shares of Alcoa common stock to be issued or issuable in the Transaction be approved for listing on the NYSE and that the New Alcoa CDIs to be issued pursuant to the Transaction be approved for listing on the ASX.

Accordingly, Alcoa has agreed to obtain listing approval from the NYSE for the shares of Alcoa common stock to be issued or issuable in the Transaction. Alcoa has also agreed to establish a secondary listing on the ASX to allow Alumina Limited shareholders to trade shares of Alcoa common stock via New Alcoa CDIs on the ASX. The New Alcoa CDIs will be listed for quotation on the official list of ASX initially on a deferred settlement basis with effect from the first business day after the Effective Date (or a later date as ASX or the Court may require) and on an ordinary (T+2) settlement basis from no later than the first business day after the Implementation Date. The shares of New Alcoa Preferred Stock will not be listed or traded on the NYSE, ASX or any other exchange.

Alumina Limited Shareholders will also have the optionality to convert their holdings from New Alcoa CDIs directly into holdings of Alcoa’s NYSE listed common stock, and vice versa, on an ongoing basis.

Q:	What are Alcoa’s reasons for proposing the Transaction and entering into the Transaction Agreement?

Alcoa’s board of directors concluded that there are significant potential benefits in the Transaction, including, among other things, the expansion of Alcoa’s ownership of core, tier-1 bauxite and alumina business and the simplification of AWAC’s corporate structure and governance, resulting in greater operational and financial flexibility and strategic optionality, that outweigh the uncertainties, risks and potentially negative factors relevant to the Transaction. For a more detailed discussion of the reasoning of

Alcoa’s board of directors, see “The Transaction—Alcoa’s Reasons for the Transaction” beginning on page 53 of this proxy statement and “The Transaction—Recommendations of Alcoa’s Board of Directors” beginning on page 55 of this proxy statement.

Q:	What is a scheme of arrangement?

A scheme of arrangement is a statutory procedure under Part 5.1 of the Australian Corporations Act that allows companies, with shareholder and court approval, to carry out transactions that become binding on all shareholders by operation of law. The Scheme that is being proposed by Alumina Limited will allow Alcoa Bidder to acquire all of the outstanding Alumina Limited Shares. Approval of the Scheme requires a majority of the number of Alumina Limited shareholders present and voting at the Scheme Meeting (unless the Court orders otherwise) and at least 75% of the total number of votes cast on the Scheme resolution being in favor of the Scheme, as well as approval by the Court.

Q:	What do I need to do now?

You should read this proxy statement (including the attached annexes, information incorporated by reference into this proxy statement, and the other documents to which this proxy statement refers you to) carefully to consider how the Transaction affects you. After you read this proxy statement, you should return your completed, signed and dated proxy card by mail in the enclosed postage-paid envelope or submit your voting instructions by phone or the Internet as soon as possible so that your shares of Alcoa common stock will be voted in accordance with your instructions.

Q:	How do I vote if I am a registered stockholder?

By Telephone or Internet. All registered stockholders can vote by telephone, by using the toll-free telephone number on their notice or proxy card, or through the internet, at the web address provided and by using the procedures and instructions described on the notice or proxy card. The telephone and internet voting procedures are designed to authenticate stockholders’ identities, to allow stockholders to vote their shares, and to confirm that their instructions have been recorded properly.

By Written Proxy. All registered stockholders who received paper copies of our proxy materials can also vote by written proxy card. If you are a registered stockholder and receive a notice, you may request a written proxy card by following the instructions included in the notice. If you sign and return your proxy card but do not mark any selections giving specific voting instructions, your shares represented by that proxy will be voted as recommended by the Alcoa board.

During the Special Meeting. All registered stockholders may vote online during the Special Meeting. You will need the 16-digit control number included on your notice or proxy card to log in to the virtual meeting platform at www.virtualshareholdermeeting.com/AA2024SM. Voting electronically online during the Special Meeting will replace any previous votes.

Whether or not you plan to attend and participate in the Special Meeting, we encourage you to vote by proxy as soon as possible before the Special Meeting. Your shares will be voted in accordance with your instructions.

Q:	How do I vote if I am a beneficial owner of shares?

Your broker is not permitted to vote on your behalf on “non-routine” matters, unless you provide specific instructions by completing and returning the voting instruction card from your bank, broker, or other similar organization or by following the instructions provided to you for voting your shares via telephone or the internet. For the Special Meeting, no proposal is considered to be a routine matter. For your vote to be counted, you will need to communicate your voting decisions to your bank, broker, or other similar

organization before the date of the Special Meeting. All beneficial owners may also vote online during the Special Meeting. You will need the 16-digit control number included on your voting instruction card to log in to the virtual meeting platform at www.virtualshareholdermeeting.com/AA2024SM. Voting electronically online during the Special Meeting will replace any previous votes.

Q:	How do I vote if I participate in one of the employee savings plans?

Stockholders in an Alcoa savings plan may attend and participate in the Special Meeting but will not be able to vote shares held in an Alcoa savings plan electronically online during the Special Meeting. You must vote in advance of the Special Meeting by providing the trustee of the employee savings plan with your voting instructions in advance of the meeting. You may do so by returning your voting instructions by mail, or submitting them by telephone or electronically using the internet. The trustee is the only one who can vote your shares and the trustee will vote your shares as you have instructed. If the trustee does not receive your instructions, your shares generally will be voted in proportion to the way the other plan participants voted. To allow sufficient time for voting by the trustee, your voting instructions must be received by 11:59 p.m. Eastern Daylight Time on July 11, 2024.

Q:	What does it mean if I receive more than one notice?

If you are a registered stockholder or participate in Alcoa’s employee savings plans, you will receive one notice (or if you are an employee with an Alcoa email address, an email proxy form that will be disseminated at the time the notice and this proxy statement is first available to stockholders) for all shares of common stock held in or credited to your accounts as of the record date, if the account names are exactly the same. If your shares are registered differently and are in more than one account, you will receive more than one notice or email proxy form, and in that case, you can and are urged to vote all of your shares, which will require you to vote more than once. To avoid this situation in the future, we encourage you to have all accounts registered in the same name and address whenever possible. You can do this by contacting our transfer agent, Computershare, at 1-800-522-6645 (in the U.S. and Canada) or 1-201-680-6578 (all other locations) or through the Computershare website, www.computershare.com.

Q:	Can I change my vote or revoke my proxy?

There are several ways in which you may revoke your proxy or change your voting instructions before the time of voting at the Special Meeting (please note that, in order to be counted, the revocation or change must be received by 11:59 p.m. Eastern Daylight Time on July 15, 2024, or by 11:59 p.m. Eastern Daylight Time on July 11, 2024 in the case of instructions to the trustee of an employee savings plan):

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Vote again by telephone or at the internet website.

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Transmit a revised proxy card or voting instruction card that is dated later than the prior one.

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Registered stockholders may notify Alcoa’s Secretary in writing that a prior proxy is revoked.

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Employee savings plan participants may notify the plan trustee in writing that prior voting instructions are revoked or are changed.

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Vote online during the Special Meeting.

The latest-dated, timely, properly completed proxy that you submit, whether by mail, telephone, or the internet, will count as your vote. If a vote has been recorded for your shares and you subsequently submit a proxy card that is not properly signed and dated, then the previously recorded vote will stand. Voting online during the Special Meeting will replace any previous votes.

Q:	What is “householding”?

A:	Alcoa has adopted a procedure called “householding,” which the SEC has approved. Under this procedure, Alcoa delivers a single copy of the proxy materials to multiple stockholders who share the same address,

unless it has received contrary instructions from one or more of such stockholders. This procedure reduces printing and mailing costs and fees. Stockholders who participate in householding will continue to be able to access and receive separate proxy cards.

If you are a stockholder of record, upon written or oral request, Alcoa will deliver promptly a separate copy of the proxy materials to such stockholder at a shared address to which it delivered a single copy of any of these materials. To receive a separate copy, or, if a stockholder of record is receiving multiple copies, to request that we only send a single copy of the proxy materials, such stockholder may contact Alcoa’s transfer agent, Computershare:

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By Internet: www.computershare.com

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By telephone: 1-800-522-6645 (in the U.S. and Canada); 1-201-680-6578 (all other locations)

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By mail: Computershare Investor Services, P.O. Box 43006, Providence, RI 02940-3006

Additionally, stockholders of record who share the same address and receive multiple copies of the proxy materials can request a single set of proxy materials by contacting Computershare at the telephone number above.

Street name stockholders may contact their broker, bank or other nominee to request information about householding.

Q:	What happens if I sell my shares of common stock before the Special Meeting?

The Record Date is earlier than the date of the Special Meeting. If you transfer your shares of Alcoa common stock after the Record Date, but before the date of the Special Meeting, you will retain your right to vote at the Special Meeting unless special arrangements are made between you and the person to whom you transfer your shares.

Q:	Who will solicit and pay the cost of soliciting proxies?

Alcoa has engaged Innisfree M&A Incorporated (“Innisfree”), 501 Madison Avenue, New York, NY 10222, to assist in the solicitation of proxies for the Alcoa Special Meeting for an estimated fee of $25,000 plus expenses. Alcoa pays the cost of soliciting proxies. Alcoa will reimburse brokerage firms and other custodians, nominees, and fiduciaries for their reasonable out-of-pocket expenses for sending proxy materials to stockholders and obtaining their votes. Our employees may also solicit proxies for no additional compensation.

Q:	What is the effect of giving a proxy?

Proxies are solicited by and on behalf of Alcoa’s board of directors. William F. Oplinger, Andrew Hastings, and Marissa P. Earnest have been designated as proxy holders by Alcoa’s board of directors. When proxies are properly dated, executed, and returned, the shares represented by such proxies will be voted at the Special Meeting in accordance with the instructions of the stockholder. For stockholders of record, if no specific instructions are given, however, the shares will be voted in accordance with the recommendations of Alcoa’s board of directors as described above. If the Special Meeting is adjourned or postponed, the proxy holders can vote the shares on the new special meeting date as well, unless you have properly revoked your proxy instructions, as described above.

Q:	Where can I find the voting results of the Special Meeting?

Within four business days following certification of the final voting results, Alcoa intends to file the final voting results of the Special Meeting with the SEC in a Current Report on Form 8-K. If final voting results are not available to us in time to file a Current Report on Form 8-K within four business days after the Special Meeting, we will file a Current Report on Form 8-K to publish preliminary results and will provide the final results in an amendment to the Current Report on Form 8-K as soon as they become available.

Q:	Am I entitled to appraisal rights?

A:	No. Under Delaware law, holders of shares of Alcoa common stock are not entitled to appraisal rights in connection with the Transaction or any of the matters to be acted on at the Special Meeting.

Q:	Is completion of the Transaction subject to any conditions?

Yes. Alcoa and Alumina Limited are not required to complete the Transaction unless a number of conditions are satisfied or waived, including receipt of the required approvals from the Alcoa stockholders, Alumina Limited shareholders, the Court, and under the antitrust and foreign investment laws of Australia and the antitrust laws of Brazil. See the section titled “The Transaction Agreement, Scheme and Deed Poll—Conditions Precedent to the Scheme” beginning on page 80 of this proxy statement for a more complete summary of the conditions that must be satisfied or waived prior to completion of the Transaction.

Q:	When is the Scheme expected to be completed?

The Scheme is expected to be completed in the third quarter of 2024, subject to the satisfaction or waiver of the various closing conditions set forth in the Transaction Agreement. In order for the Scheme to be completed, it must first become effective. To become effective it must (among other things) be approved by the Court. Alumina Limited will apply to the Court for an order approving the Scheme if the Scheme is first approved by the requisite majorities of Alumina Limited shareholders at the Scheme Meeting and all other conditions precedent to the Scheme (other than approval of the Court) have been satisfied or waived. Such application is expected to occur after the Special Meeting. The Court will approve the Transaction on the Second Court Date only if it is satisfied, among other things, that the Scheme and its terms and conditions are procedurally and substantively fair and reasonable to all persons who are entitled to receive the Scheme Consideration pursuant to the Scheme.

If the Court approves the Scheme at the Second Court Date, Alumina Limited will lodge a copy of the Court’s orders with ASIC under Section 411(10) of the Australian Corporations Act. On such date, the Scheme will become effective. This is expected to occur on, or on the business day after, the date on which the Court issues orders approving the Scheme.

It is expected that trading in Alumina Limited Shares on the ASX will be suspended from the close of trading on the Effective Date of the Scheme. The Scheme Consideration will be provided to Alumina Limited shareholders on the fifth business day after the Scheme Record Date (or such other date as approved by ASX) and the Transaction will be deemed to have been completed or implemented on that date.

Q:	What happens if the Scheme is not completed?

If the Scheme is not completed, Alumina Limited will not be acquired by Alcoa (indirectly via Alcoa Bidder); Alumina Limited shareholders will not receive the Scheme Consideration; Alumina Limited will remain listed on the ASX, and the market price of Alcoa common stock and/or Alumina Limited Shares may fall in the short term. Alumina Limited will remain an independent company, and Alumina Limited shareholders will continue to own their Alumina Limited Shares. In certain circumstances, Alcoa may be obligated to pay Alumina Limited a termination fee. In certain other circumstances, Alumina Limited may be obligated to pay Alcoa a termination fee. Please see the section titled “The Transaction Agreement, Scheme and Deed Poll—Termination Fees” beginning on page 96 of this proxy statement for a more complete summary of conditions under which a termination fee may be payable by either Alcoa or Alumina Limited.

Q:	Are there any risks in the Transaction or the Transaction Proposal that I should consider?

A:	Yes. There are risks associated with all business combinations, including the Transaction and the related Transaction Proposal. These risks are discussed in more detail in the section titled “Risk Factors” beginning on page 32 of this proxy statement.

Q:	Who can help answer my questions?

The information provided above in the question-and-answer format is for your convenience only and is merely a summary of some of the information in this proxy statement. You should carefully read the entire proxy statement, including its annexes. You may also wish to consult your legal, tax and/or financial advisors with respect to any aspect of the Transaction, the Transaction Agreement, the Scheme or Deed Poll or other matters discussed in this proxy statement.

RISK FACTORS

In addition to the other information contained or incorporated by reference into this proxy statement, including the matters addressed in the section entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 38 of this proxy statement, you should carefully consider the following risk factors related to the Transaction and the anticipated business of Alcoa after the closing of the Transaction in evaluating whether to approve the Transaction Proposal and the Adjournment Proposal. If any of the risks described below, or elsewhere in this proxy statement, actually occurs, the business, financial results, financial condition, operating results or stock price of Alcoa could be materially adversely affected.

Risks Related to the Transaction

The Transaction and the integration of Alumina Limited will subject Alcoa to liabilities that may exist at Alumina Limited or may arise in connection with the completion of the Transaction.

The Transaction and the integration of Alumina Limited with Alcoa may pose special risks, including write-offs and unanticipated costs or charges. There can be no assurance that the integration will be accomplished effectively or in a timely manner. In addition, the Transaction and the integration of Alumina Limited will subject Alcoa to liabilities (including potential tax liabilities) that may exist at Alumina Limited or may arise in connection with the completion of the Transaction, some of which may be unknown. Although Alcoa and its advisers have conducted due diligence on the operations of Alumina Limited, there can be no guarantee that Alcoa is aware of all liabilities of Alumina Limited. These liabilities, and any additional risks and uncertainties related to the Transaction not currently known to Alcoa or that Alcoa may currently deem immaterial or unlikely to occur, could negatively impact Alcoa’s business, financial condition and results of operations.

Alcoa will incur significant transaction costs in connection with the Transaction.

Alcoa and Alumina Limited expect to incur significant costs associated with the Transaction. Alcoa’s fees and expenses related to the Transaction include financial advisor fees, filing fees, legal and accounting fees and regulatory fees, some of which will be paid regardless of whether the Transaction is completed.

The Transaction is subject to conditions to closing that could result in the Transaction being delayed or not completed and the Transaction Agreement can be terminated in certain circumstances, each of which could negatively impact the price of Alcoa common stock and Alcoa’s future business and operations.

Completion of the Transaction is subject to conditions, including, among others:

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the approval of the Transaction by the Alumina Limited shareholders;

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the approval of the Scheme by the Court;

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the issuance of a report by an independent expert (who is appointed by Alumina Limited pursuant to the Transaction Agreement and is referred to as the “Independent Expert”) for the Scheme concluding that the Scheme is in the best interests of Alumina Limited shareholders and does not change its conclusion prior to the Second Court Date;

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the absence of any law, order or injunction by an Australian or United States court or regulatory authority that would prohibit or make illegal the Transaction;

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the receipt of certain regulatory approvals;

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the approval for listing on the NYSE of the shares of Alcoa common stock to be issued or issuable in the Transaction and the establishment of a secondary listing on the ASX to allow shareholders of Alumina Limited to trade New Alcoa CDIs on the ASX;

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no specified events having occurred in respect of Alumina Limited or Alcoa.

A number of these conditions, including Alumina Limited shareholder and Court approvals, are not expected to be obtained until after the Special Meeting, and the period between the Special Meeting and the completion of the Transaction may be significant. In addition, Alcoa and Alumina Limited may waive certain of these conditions after the Special Meeting without requiring the further approval of the Alcoa stockholders. For a more complete summary of the conditions that must be satisfied or waived prior to completion of the Transaction, see the section entitled “The Transaction Agreement, Scheme and Deed Poll—Conditions Precedent to the Scheme” beginning on page 80 of this proxy statement.

The regulatory approval processes may take a lengthy period of time to complete. There can be no assurances that any or all such approvals will be obtained or will be obtained in a timely manner. Even if such approvals or conditional approvals are obtained, no assurances can be given as to the terms, conditions and timing of the approvals or whether they will be acceptable to Alcoa (in terms of any impact on the Transaction or the combined company’s operations). In addition, Alcoa and Alumina Limited may waive certain of these conditions either before or after the special meeting of Alcoa stockholders without requiring the further approval of Alcoa stockholders.

In addition, Alcoa and Alumina Limited each has the right, in certain circumstances, to terminate the Transaction Agreement (see the section entitled “The Transaction Agreement, Scheme and Deed Poll—Termination” beginning on page 95 of this proxy statement). If the Transaction Agreement is terminated or any of the conditions to closing are not satisfied or, where waivable, not waived, the Transaction will not be completed.

Failure to complete the Transaction, any delay in the completion of the Transaction or any uncertainty about the completion of the Transaction may adversely affect the price of Alcoa common stock or have an adverse impact on Alcoa’s business and operations.

If the Transaction is not completed for any reason, Alcoa’s ongoing business may be adversely affected and, without realizing any of the benefits of having completed the Transaction, Alcoa may be subject to a number of risks, including the following:

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negative reactions from the financial markets;

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incurring and paying significant expenses in connection with the Transaction, such as financial advisor fees, filing fees, legal and accounting fees, soliciting fees, regulatory fees and other related expenses, many of which will become due and payable regardless of whether the Transaction is completed;

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nonpayment or delay in payment of any amounts due under any shareholder loan to AWAC made pursuant to the Transaction Agreement in accordance with the terms of such loan; and

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paying a termination fee of $20 million if Alumina Limited validly terminates the Transaction Agreement on the basis that Alcoa has failed to obtain the approval of its stockholders for issuance of the New Alcoa Shares, or $50 million if the Transaction Agreement is terminated in certain other circumstances.

In addition, Alcoa could be subject to litigation related to any failure to complete the Transaction or litigation seeking to require Alcoa to perform its obligations under the Transaction Agreement, the Scheme or the Deed Poll.

The exchange ratio is fixed and will not be adjusted in the event of any change in either Alumina Limited’s share price or Alcoa’s stock price.

Subject to the terms and conditions set forth in the Transaction Agreement, upon the implementation of the Scheme, each outstanding Alumina Limited Share will be transferred to Alcoa Bidder in exchange for 0.02854 New Alcoa CDIs (except that, (i) Ineligible Foreign Shareholders will receive their pro rata share of the net cash proceeds by the Sale Nominee of the Sale Nominee Alcoa Shares, (ii) the ADR Depositary (or its custodian) will receive, for each Alumina Limited Share, 0.02854 shares of Alcoa common stock and (iii) the CITIC Participant will receive, for certain of their Alumina Limited Shares, 0.02854 shares of New Alcoa Preferred Stock). The exchange ratio is fixed and will not be adjusted for changes in the market price of either Alumina Limited Shares or Alcoa

common stock. Changes in the price of Alcoa common stock prior to implementation of the Scheme may affect the market value of the consideration that holders of Alumina Limited shares will receive upon the implementation of the Scheme. Stock price changes may result from a variety of factors (some of which are beyond Alcoa’s or Alumina Limited’s control).

If the share price of Alcoa common stock increases before the completion of the Transaction, Alumina Limited shareholders will receive shares of Alcoa common stock that have a market value that is greater than the current market value of such shares. Alternatively, if the share price of Alcoa common stock decreases before the completion of the Transaction, Alumina Limited shareholders will receive shares of Alcoa common stock that have a market value that is less than the current market value of such shares. Therefore, because the exchange ratio is fixed, prior to the closing of the Transaction, Alcoa stockholders and Alumina Limited shareholders will not know the market value of the consideration that will be paid to Alumina Limited shareholders upon completion of the Transaction.

Obtaining required governmental and court approvals necessary to satisfy closing conditions may delay or prevent completion of the Transaction.

Completion of the Transaction is conditioned upon the receipt of certain governmental authorizations, consents, orders or other approvals, including approvals, clearances or filings required in relation to the Transaction under the antitrust and foreign investment laws of Australia and the antitrust laws of Brazil. The Transaction must also be approved by the Court. No assurance can be given that the approvals will be obtained. Even if such approvals or conditional approvals are obtained, no assurance can be given as to the terms, conditions and timing of the approvals or that they will satisfy the terms of the Transaction Agreement. See “The Transaction Agreement, Scheme and Deed Poll—Conditions Precedent to the Scheme” beginning on page 80 for a discussion of the conditions to the completion of the Transaction.

The pro forma financial information is presented for illustrative purposes only and may not be an indication of Alcoa’s financial condition or results of operations following the Transaction, and actual financial conditions and results of Alcoa following the completion of the Transaction may differ materially.

The unaudited pro forma financial information contained in this proxy statement is presented for illustrative purposes only and may not be an indication of Alcoa’s financial condition or results of operations following the completion of the Transaction for several reasons. The unaudited pro forma financial information has been derived from the historical financial statements of Alcoa and Alumina Limited and certain adjustments and assumptions have been made regarding Alcoa after giving effect to the Transaction. The information upon which these adjustments and assumptions have been made is preliminary, and these kinds of adjustments and assumptions are difficult to make with complete accuracy. Moreover, the unaudited pro forma financial information does not reflect all costs that are expected to be incurred by Alcoa in connection with the Transaction. For example, the impact of any incremental costs incurred in integrating Alcoa and Alumina Limited is not reflected in the unaudited pro forma financial information. As a result, the actual financial condition and results of operations of Alcoa following the Transaction may not be consistent with, or evident from, the unaudited pro forma financial information. Additionally, the purchase price used in preparing the pro forma financial information is based on the closing market price of Alcoa common stock as of February 26, 2024, which may be materially different from the closing price of Alcoa common stock and the exchange rate between the U.S. dollar and the Australian dollar on the Implementation Date. The assumptions used in preparing the unaudited pro forma financial information may not prove to be accurate, and other factors may affect Alcoa’s financial condition or results of operations following the Transaction. Alcoa’s stock price may be adversely affected if the actual results of Alcoa fall short of the historical results reflected in the unaudited pro forma financial information contained in this proxy statement. See “Unaudited Pro Forma Condensed Combined Financial Information” beginning on page 12 of this proxy statement.

Alumina Limited’s public filings are subject to Australian disclosure standards, which differ from SEC requirements, and publicly available information on Alumina Limited may therefore not be comparable to similar information on U.S. issuers.

Alumina Limited is an Australian issuer that is not subject to the same reporting requirements as Alcoa under U.S. federal securities laws. Alumina Limited is required to prepare and file its periodic and other filings in accordance with Australian securities laws, which may differ from those that apply to SEC reporting companies such as Alcoa. As a result, the information that Alumina Limited files with the ASX may not be comparable to similar information about Alcoa or other U.S. issuers. In addition, the financial information included in Alumina Limited’s management’s discussion and analysis and Alumina Limited’s financial statements that is contained in this proxy statement was prepared in accordance with the IFRS Accounting Standards, rather than the accounting standards that would apply to Alcoa or other U.S. issuers for their SEC reports.

Following the completion of the Transaction, Alcoa’s exposure to fluctuations in foreign currency exchange rates will be increased.

Alcoa is currently subject to some foreign currency exchange risk because it conducts business operations in several foreign countries, including Australia, through its foreign subsidiaries or affiliates, which conduct business in their respective local currencies. Following the completion of the Transaction, Alcoa’s international operations will account for a more significant portion of Alcoa’s overall operations than they do presently and Alcoa’s exposure to fluctuations in foreign currency exchange rates will increase. Because Alcoa’s financial statements will continue to be presented in U.S. dollars subsequent to the completion of the Transaction, the local currencies will be translated into U.S. dollars at the applicable exchange rates for inclusion in Alcoa’s consolidated financial statements, thereby increasing the foreign exchange translation risk.

Alcoa’s due diligence of Alumina Limited may have failed to identify key issues that could have an adverse effect on Alcoa’s performance and financial condition.

Before executing the Transaction Agreement, Alcoa and Alumina Limited undertook a period of mutual due diligence for the purpose of evaluating the merits and negotiating the terms of the Transaction. Alcoa also has a longstanding relationship with Alumina Limited, as Alumina Limited holds a 40% non-operating interest in AWAC, which Alcoa manages and operates. Notwithstanding that background and the due diligence process associated with the Transaction, there is a risk that the due diligence undertaken was insufficient or failed to identify or appreciate the impact of key issues or identify all liabilities of either Alumina Limited or Alcoa. These liabilities, and any additional risks and uncertainties related to the Scheme not currently known to Alcoa or that Alcoa may currently deem immaterial or unlikely to occur, could negatively impact the combined company’s business, financial condition and results of operations and it is possible that certain benefits expected from the combination of Alcoa and Alumina Limited may not be realized.

Risks Related to Alumina Limited and Alcoa

The failure to combine the businesses of Alcoa and Alumina Limited in the expected time frame would adversely affect Alcoa’s future results.

The success of the Transaction will depend, in part, on the ability of Alcoa to realize the anticipated benefits from combining the businesses of Alcoa and Alumina Limited, including, among other things, the simplification of AWAC’s corporate structure and governance, greater operational and financial flexibility and strategic optionality, and cost synergies through a reduction of Alumina Limited’s corporate costs.

Potential difficulties that may be encountered in the combination process include the following:

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unforeseen delays or regulatory conditions associated with the Transaction; and

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effecting potential actions that may be required in connection with obtaining regulatory approvals.

The financial analyses and forecasts considered by Alcoa and its financial advisor may not be realized, which may adversely affect the market price of Alcoa common stock following the Transaction.

In performing its financial analysis and rendering its opinion regarding the fairness, from a financial point of view, of the exchange ratio to Alcoa, J.P. Morgan, financial advisor to Alcoa, relied on, with Alcoa’s consent, among other things, certain unaudited projections of Alcoa’s financial results and certain unaudited projections of Alumina Limited’s financial results prepared by Alcoa based on Alcoa’s knowledge, as the operator of AWAC, of those assets and based on publicly available estimates and assumptions deemed appropriate by Alcoa’s management and extrapolations therefrom. See “The Transaction—Summary of Certain Financial Projections Provided to Alcoa’s Board of Directors and Alcoa’s Financial Advisor” and “The Transaction—Opinion of Alcoa’s Financial Advisor” beginning on pages 55 and 58 of this proxy statement, respectively, for additional information. This prospective financial information was not prepared with a view toward compliance with published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation or presentation of prospective financial information. These projections are inherently based on various estimates and assumptions available at the time, that are subject to the judgment of those preparing them. These projections are also subject to risks and other factors, such as significant company performance, geological, general business, economic, competitive, industry and other uncertainties and contingencies, all of which are difficult or impossible to predict and many of which are beyond the control of Alcoa and Alumina Limited. Accordingly, there can be no assurance that Alcoa’s financial condition or results of operations will be consistent with those set forth in such analyses and forecasts, which could have a material adverse effect on the market price of Alcoa common stock following the Transaction.

If the Transaction is completed, the issuance of New Alcoa Shares will dilute the ownership position of Alcoa’s current stockholders and the price of Alcoa common stock may be affected.

If the Transaction is completed, the Alumina Limited shareholders are expected to beneficially own approximately 31.25% of the fully diluted shares of Alcoa common stock (including the shares of Alcoa common stock issuable upon conversion of the shares of New Alcoa Preferred Stock issued to the CITIC Participant), based on the number of fully diluted shares outstanding as of February 23, 2024. Consequently, Alcoa’s current stockholders will own a smaller proportion of Alcoa common stock and of Alcoa’s voting power than the proportion of Alcoa common stock and of Alcoa’s voting power they owned before the Transaction and, as a result, they will have less influence on Alcoa’s management and policies following the Transaction than they now have on Alcoa’s management and policies.

The issuance of the New Alcoa Shares and the New Alcoa CDIs in the Transaction could have the effect of depressing the market price for Alcoa common stock. In addition, Alumina Limited shareholders may decide not to hold and instead to sell the New Alcoa Shares or New Alcoa CDIs they receive as a result of the Transaction, which could have the effect of depressing the market price for Alcoa common stock. The price of Alcoa common stock and Alcoa CDIs may fluctuate significantly following the Transaction, including as a result of factors over which Alcoa and Alumina Limited have no control.

The secondary listing of Alcoa’s common stock on the ASX via CDIs could lead to price variations and other impacts on the price of Alcoa common stock.

The New Alcoa CDIs will be listed for quotation on the official list of ASX initially on a deferred settlement basis with effect from the first business day after the Effective Date (or a later date as ASX or the Court may require) and on an ordinary (T+2) settlement basis from no later than the first business day after the Implementation Date. As such, Alcoa common stock will be listed as CDIs on the ASX in addition to Alcoa’s existing primary listing on the NYSE.

Dual listing may result in price variations between Alcoa’s securities listed on the different exchanges due to a number of factors, including that Alcoa common stock listed on the NYSE is traded in U.S. dollars and CDIs to

be listed on the ASX will be traded in Australian dollars, volatility in the exchange rate between the two currencies and differences between the trading schedules and time zones of the two exchanges, among other factors. A decrease in the price of Alcoa’s securities in one market may result in a decrease in the price of Alcoa’s securities in the other market. Dual listing also presents Alcoa with the opportunity to raise additional funds through the issuance of CDIs, which could cause dilution to stockholders. The market for New Alcoa CDIs on the ASX may be less liquid than the market for shares of Alcoa common stock on the NYSE. This may reduce the trading volume of New Alcoa CDIs and the speed with which they can be disposed.

Alcoa’s and Alumina Limited’s business relationships may be subject to disruption due to uncertainty associated with the Transaction, which could have an adverse effect on Alcoa’s and Alumina Limited’s results of operations, cash flows and financial position.

Parties with which Alcoa and Alumina Limited do business may experience uncertainty associated with the Transaction. Alcoa’s and Alumina Limited’s relationships may be subject to disruption as persons with whom Alcoa and/or Alumina Limited, as applicable, have a business relationship may delay or defer certain business decisions or might decide to seek to terminate, change or renegotiate their relationships with Alcoa or Alumina Limited, as applicable, or consider entering into business relationships with parties other than Alcoa or Alumina Limited. These disruptions could have an adverse effect on the results of operations, cash flows and financial position of Alcoa, Alumina Limited or the combined group following the completion of the Transaction. The risk, and adverse effect, of any disruption could be exacerbated by a delay in the completion of the Transaction or the termination of the Transaction Agreement.

Risk Factors listed in Alcoa’s SEC Filings.

In addition to considering the other information in this proxy statement, Alcoa stockholders should carefully consider the risk factors, including those risk factors related to AWAC’s ongoing business, set forth in Alcoa’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 21, 2024, and other reports filed by Alcoa with the SEC, which are incorporated by reference into this proxy statement.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement contains statements that relate to future events and expectations and as such constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include those containing such words as “aims,” “ambition,” “anticipates,” “believes,” “could,” “develop,” “endeavors,” “estimates,” “expects,” “forecasts,” “goal,” “intends,” “may,” “outlook,” “potential,” “plans,” “projects,” “reach,” “seeks,” “sees,” “should,” “strive,” “targets,” “will,” “working,” “would,” or other words of similar meaning. All statements that reflect expectations, assumptions or projections about the future, other than statements of historical fact, are forward-looking statements, including, without limitation, statements regarding the proposed Transaction; the ability of the parties to complete the proposed Transaction; the expected benefits of the proposed Transaction, the competitive ability and position following completion of the proposed Transaction; forecasts concerning global demand growth for bauxite, alumina, and aluminum, and supply/demand balances; statements, projections or forecasts of future or targeted financial results, or operating performance (including Alcoa’s ability to execute on strategies related to environmental, social and governance matters); statements about strategies, outlook, and business and financial prospects; and statements about capital allocation and return of capital. These statements reflect beliefs and assumptions that are based on Alcoa’s perception of historical trends, current conditions, and expected future developments, as well as other factors that management believes are appropriate in the circumstances.

Forward-looking statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties, and changes in circumstances that are difficult to predict. Although Alcoa believes that the expectations reflected in any forward-looking statements are based on reasonable assumptions, it can give no assurance that these expectations will be attained and it is possible that actual results may differ materially from those indicated by these forward-looking statements due to a variety of risks and uncertainties. Such risks and uncertainties include, but are not limited to:

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the non-satisfaction or non-waiver, on a timely basis or otherwise, of one or more closing conditions to the Transaction;

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the prohibition or delay of the consummation of the Transaction by a governmental entity;

•

the risk that the Transaction may not be completed in the expected time frame or at all;

•

unexpected costs, charges or expenses resulting from the Transaction;

•

uncertainty of the expected financial performance following completion of the Transaction;

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failure to realize the anticipated benefits of the Transaction;

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the occurrence of any event that could give rise to termination of the Transaction;

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potential litigation in connection with the Transaction or other settlements or investigations that may affect the timing or occurrence of the Transaction or result in significant costs of defense, indemnification and liability;

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the impact of global economic conditions on the aluminum industry and aluminum end-use markets;

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volatility and declines in aluminum and alumina demand and pricing, including global, regional, and product-specific prices, or significant changes in production costs which are linked to LME or other commodities;

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the disruption of market-driven balancing of global aluminum supply and demand by non-market forces;

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competitive and complex conditions in global markets;

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expected listing of the New Alcoa Shares and New Alcoa CDIs (as applicable) on the NYSE and the ASX;

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our ability to obtain, maintain, or renew permits or approvals necessary for our mining operations;

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rising energy costs and interruptions or uncertainty in energy supplies;

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unfavorable changes in the cost, quality, or availability of raw materials or other key inputs, or by disruptions in the supply chain;

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our ability to execute on our strategy to be a lower cost, competitive, and integrated aluminum production business and to realize the anticipated benefits from announced plans, programs, initiatives relating to our portfolio, capital investments, and developing technologies;

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our ability to integrate and achieve intended results from joint ventures, other strategic alliances, and strategic business transactions;

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economic, political, and social conditions, including the impact of trade policies and adverse industry publicity;

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fluctuations in foreign currency exchange rates and interest rates, inflation and other economic factors in the countries in which we operate;

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changes in tax laws or exposure to additional tax liabilities;

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global competition within and beyond the aluminum industry;

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our ability to obtain or maintain adequate insurance coverage;

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disruptions in the global economy caused by ongoing regional conflicts;

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legal proceedings, investigations, or changes in foreign and/or U.S. federal, state, or local laws, regulations, or policies;

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climate change, climate change legislation or regulations, and efforts to reduce emissions and build operational resilience to extreme weather conditions;

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our ability to achieve our strategies or expectations relating to environmental, social, and governance considerations;

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claims, costs and liabilities related to health, safety, and environmental laws, regulations, and other requirements, in the jurisdictions in which we operate;

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liabilities resulting from impoundment structures, which could impact the environment or cause exposure to hazardous substances or other damage;

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our ability to fund capital expenditures;

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deterioration in our credit profile or increases in interest rates;

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restrictions on our current and future operations due to our indebtedness;

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our ability to continue to return capital to our stockholders through the payment of cash dividends and/or the repurchase of our common stock;

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cyberattacks, security breaches, system failures, software or application vulnerabilities, or other cyber incidents;

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labor market conditions, union disputes and other employee relations issues;

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a decline in the liability discount rate or lower-than-expected investment returns on pension assets; and

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the other risk factors discussed in Part I Item 1A of Alcoa’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and other reports filed by Alcoa with the SEC incorporated by reference in “Where You Can Find More Information” beginning on page 104 of this proxy statement.

Alcoa cautions readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date they are made. All forward-looking statements should be considered in the context of the factors discussed under the heading “Risk Factors” beginning on page 32 of this proxy statement. Alcoa and Alumina disclaim any obligation to update publicly any forward-looking statements, whether in response to new information, future events or otherwise, except as required by applicable law. Market projections are subject to the risks described above and other risks in the market. Neither Alcoa nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements and none of the information contained herein should be regarded as a representation that the forward-looking statements contained herein will be achieved.

THE SPECIAL MEETING

Date, Time, and Location

Date and Time: July 16, 2024, at 8:00 a.m. Eastern Daylight Time.

Location: The Special Meeting will be a completely virtual meeting. You can attend the Special Meeting by visiting www.virtualshareholdermeeting.com/AA2024SM, where you will be able to listen to the meeting live and vote your shares online during the meeting.

To participate in the Special Meeting, you will need the control number included on your proxy card or the instructions that accompanied your proxy materials. The Special Meeting webcast will begin promptly at 8:00 a.m. Eastern Daylight Time. Alcoa encourages you to access the meeting prior to the start time. Online check-in will begin at 7:45 a.m. Eastern Daylight Time, and you should allow ample time for the check-in procedures. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time,

please call the telephone number displayed on the log-in page at www.virtualshareholdermeeting.com/AA2024SM.

Purpose

The purpose of the Special Meeting is to consider and vote on the following proposals:

the Transaction Proposal; and

the Adjournment Proposal.

The approval of the Transaction Proposal is a condition to closing under the Transaction Agreement, as Alcoa stockholders must approve the issuance of the Scheme Consideration in order for the Transaction to occur. If Alcoa stockholders fail to approve the Transaction Proposal, the Transaction will not occur. A copy of the Transaction Agreement is attached as Annex A to this proxy statement which you are encouraged to read in its entirety. For a more detailed discussion of the conditions that must be satisfied or waived prior to the completion of the Transaction, see the section entitled “The Transaction Agreement, Scheme and Deed Poll—Conditions Precedent to the Scheme” beginning on page 80 of this proxy statement.

Recommendation of Alcoa’s Board of Directors

After determining that it is advisable and in the best interests of Alcoa and its stockholders to consummate the Transaction as contemplated by the Transaction Agreement, Alcoa’s board of directors authorized, approved, and declared advisable the issuance of the New Alcoa CDIs and New Alcoa Shares in the Transaction. Accordingly, Alcoa’s board of directors unanimously recommends that Alcoa stockholders vote “FOR” each of the foregoing proposals. For a more detailed discussion of the reasoning of Alcoa’s board of directors, see “The Transaction—Alcoa’s Reasons for the Transaction” beginning on page 53 of this proxy statement and “The Transaction—Recommendations of Alcoa’s Board of Directors” beginning on page 55 of this proxy statement.

Alcoa stockholders can cast separate votes on each proposal.

There are certain risks associated with the Transaction. See “Risk Factors” beginning on page 32 of this proxy statement for more information regarding such risks. Alcoa stockholders should carefully read this proxy statement, including the attached annexes and any documents incorporated by reference, in its entirety for more detailed information concerning the Transaction. In particular, Alcoa stockholders are directed to the Transaction Agreement, which is attached as Annex A to this proxy statement.

Record Date; Outstanding Shares; Shares Entitled to Vote

Holders of Alcoa common stock as of the close of business on June 5, 2024, the Record Date, may vote at the Special Meeting. As of the Record Date, there were 179,561,504 shares of Alcoa common stock outstanding. Each share of Alcoa common stock is entitled to one vote on each proposal. Alcoa’s common stock is the only security the holders of which are entitled to notice of, and to vote at, the Special Meeting.

If, as of the Record Date, shares of Alcoa common stock are registered directly in your name with Alcoa’s transfer agent, you are considered the stockholder of record with respect to those shares, and as the stockholder of record, you have the right to grant your voting proxy directly to the individuals listed on the proxy card or to vote live at the Special Meeting.

If, as of the Record Date, shares of Alcoa common stock are held on your behalf in a brokerage account or by a broker, bank or other nominee, you are considered to be the beneficial owner of shares that are held in “street name.” As the beneficial owner, you have the right to direct your broker, bank or other nominee as to how to vote your shares. You are also invited to attend the Special Meeting and vote your shares of Alcoa common stock live by following the instructions provided on your proxy solicitation materials or the instructions that accompanied your proxy materials to attend the Special Meeting. If you request a printed copy of the proxy materials by mail, your broker, bank or other nominee will provide a voting instruction form for you to use.

Quorum

The presence, virtually or represented by proxy, of a majority of all issued and outstanding shares of Alcoa common stock entitled to vote at the Special Meeting as of the Record Date will constitute a quorum at the Special Meeting. Abstentions and attending non-votes count as present at the Special Meeting for purposes of determining a quorum.

Under the NYSE rules, brokers, banks and other nominees that hold their customers’ shares in “street name” may not vote their customers’ shares on “non-routine” matters without instructions from their customers. As each of the proposals to be voted upon at the Special Meeting is considered “non-routine,” such organizations do not have discretion to vote such shares on any proposal for which they do not receive instructions from their customers. As a result, Alcoa does not expect any broker non-votes at the Special Meeting, and if you hold your shares in “street name” and fail to provide your broker, bank or other nominee with any instructions regarding how to vote such shares, your shares will not be considered present at the Special Meeting, will not be counted for purposes of determining the presence of a quorum and will not be voted on any of the proposals unless you virtually attend the Special Meeting. If you provide instructions to your broker, bank or other nominee which indicate how to vote your shares with respect to one proposal but not with respect to the other proposal, your shares will be considered present at the Special Meeting and will be counted for purposes of determining the presence of a quorum but will not be voted with respect to that other proposal.

If a quorum is not present at the meeting, the chairman of the meeting may adjourn the meeting to continue to solicit proxies.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth the number and percentage of shares of Alcoa common stock beneficially owned as of May 31, 2024 (unless otherwise noted) by:

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persons known to be the beneficial owners of more than 5% of the outstanding shares of Alcoa common stock, as reported by such stockholders to the SEC;

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each current director of Alcoa;

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the named executive officers; and

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all directors and executive officers (serving as of such date) as a group.

Alcoa has determined beneficial ownership as calculated under SEC rules. Alcoa has based its calculation of the percentage of beneficial ownership on 179,560,504 shares of Alcoa common stock outstanding as of May 31, 2024.

Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o Alcoa Corporation, 201 Isabella Street, Suite 500, Pittsburgh, Pennsylvania 15212. The information provided in the table is based on Alcoa’s records, information filed with the SEC and information provided to Alcoa, except where otherwise noted.

Alcoa Common Stock

Percent of Total
Voting Power

Name of Beneficial Owner

Number (5)

Percent

5% Stockholders:

BlackRock, Inc (1)

21,622,197

12.0

The Vanguard Group (2)

17,959,035

10.0

Named Executive Officers and Directors:

Steven W. Williams

91,982

Mary Anne Citrino

48,443

Pasquale (Pat) Fiore

32,539

Thomas J. Gorman

15,105

James A. Hughes

45,408

Roberto Marques

7,578

Carol L. Roberts

58,979

Jackson (Jackie) P. Roberts

11,450

Ernesto Zedillo

90,815

William F. Oplinger (3)

230,421

Roy C. Harvey (4)

976,024

Molly S. Beerman

87,167

Renato Bacchi

81,184

Tammi A. Jones

50,490

Andrew Hastings

21,680

Jeffrey D. Heeter (4)

52,850

Kelly R. Thomas (4)

250

All current executive officers and directors as a group (16 persons)

920,331

(1)

Based solely on information contained in a Schedule 13G/A filed by BlackRock, Inc. on January 23, 2024. BlackRock, Inc. and certain affiliated entities reported aggregate beneficial ownership of 21,622,197 shares, with sole power to vote 19,918,208 shares, sole power to dispose of 21,622,197 shares, shared power to vote zero shares, and shared power to dispose of zero shares.

(2)

Based solely on information contained in a Schedule 13G/A filed by The Vanguard Group on February 13, 2024. The Vanguard Group reported aggregate beneficial ownership of 17,959,035 shares, with sole power to vote zero shares, sole power to dispose of 17,733,231 shares, shared power to vote 58,649 shares, and shared power to dispose of 225,804 shares.

(3)	Mr. Oplinger is also a director of Alcoa.

(4)	Based solely on the number of shares of Alcoa common stock beneficially owned as of March 1, 2024. Mr. Harvey was terminated from Alcoa effective December 31, 2023. Mr. Heeter retired from Alcoa effective September 1, 2023. Ms. Thomas resigned from Alcoa effective August 1, 2023.

(5)

This column shows beneficial ownership of Alcoa common stock as calculated under SEC rules. This column includes vested share units held by non-employee directors that are payable upon separation from service from Alcoa’s board. This column includes, for executive officers, share equivalent units held in Alcoa’s retirement savings plan that confer voting rights through the plan trustee with respect to shares of Alcoa common stock as follows: Mr. Oplinger, 542, Mr. Harvey, 901, and Ms. Jones, 59. This column also includes shares of Alcoa common stock that may be acquired under employee stock options that are exercisable as of May 31, 2024 or will become exercisable within 60 days thereafter as follows: Mr. Oplinger, 18,770 and all executive officers as a group, 18,770. Non-employee directors do not have Alcoa stock options. This column does not include performance-based restricted share units or time-based

restricted share units granted to the executive officers that will not or could not be earned and/or paid within 60 days of May 31, 2024.

Required Vote

Assuming a quorum is present, approval of the Transaction Proposal will require the affirmative vote of a majority of the shares of Alcoa common stock present in person or represented by proxy at the Special Meeting and entitled to vote thereon. An abstention from voting or an attending non-vote will have the same effect as a vote “AGAINST” the Transaction Proposal.

Approval of the Adjournment Proposal will require the affirmative vote of a majority of the voting power of the shares of Alcoa common stock present or represented by proxy at the Special Meeting and entitled to vote thereon (whether or not a quorum is present). An abstention from voting or an attending non-vote will have the same effect as a vote “AGAINST” the Adjournment Proposal.

Voting by Proxy

This proxy statement is being sent to you on behalf of Alcoa’s board of directors for the purpose of requesting that you allow your shares of Alcoa common stock to be represented at the Special Meeting by the persons named in the enclosed proxy card. All shares of Alcoa common stock represented at the Special Meeting by properly executed proxy cards, voted over the telephone or voted over the Internet will be voted in accordance with the instructions indicated on those proxies. If you sign and return a proxy card without giving voting instructions, your shares will be voted as follows:

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“FOR” approval of the Transaction Proposal; and

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“FOR” approval of the Adjournment Proposal.

How to Vote

If you are a registered stockholder, there are three ways to vote:

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By Telephone or Internet. All registered stockholders can vote by telephone, by using the toll-free telephone number on their notice or proxy card, or through the internet, at the web address provided and by using the procedures and instructions described on the notice or proxy card. The telephone and internet voting procedures are designed to authenticate stockholders’ identities, to allow stockholders to vote their shares, and to confirm that their instructions have been recorded properly.

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By Written Proxy. All registered stockholders who received paper copies of our proxy materials can also vote by written proxy card. If you are a registered stockholder and receive a notice, you may request a written proxy card by following the instructions included in the notice. If you sign and return your proxy card but do not mark any selections giving specific voting instructions, your shares represented by that proxy will be voted as recommended by Alcoa’s board of directors.

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During the Special Meeting. All registered stockholders may vote online during the Special Meeting. You will need the 16-digit control number included on your notice or proxy card to log in to the virtual meeting platform at www.virtualshareholdermeeting.com/AA2024SM. Voting electronically online during the Special Meeting will replace any previous votes.

Whether or not you plan to attend and participate in the meeting, Alcoa encourages you to vote by proxy as soon as possible before the Special Meeting. Your shares will be voted in accordance with your instructions.

If you are a street name stockholder, you will receive voting instructions from your broker, bank or other nominee. You must follow the voting instructions provided by your broker, bank or other nominee in order to

direct your broker, bank or other nominee on how to vote your shares. Street name stockholders should generally be able to vote by returning a voting instruction form and may be able to vote by telephone or on the Internet, depending on the voting process of your broker, bank or other nominee. If you are a street name stockholder, you may not vote your shares live at the virtual Special Meeting unless you obtain a legal proxy from your broker, bank or other nominee.

Revoking Your Proxy

If you are a stockholder of record, you can change your vote or revoke your proxy any time before the Special Meeting by:

•

voting again by telephone or at the Internet website; or

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transmitting a revised proxy card or voting instruction card that is dated later than the prior one.

Registered stockholders may notify Alcoa’s Secretary in writing that a prior proxy is revoked. Employee savings plan participants may notify the plan trustee in writing that prior voting instructions are revoked or are changed.

If you are a street name stockholder, your broker, bank or other nominee can provide you with instructions on how to change or revoke your vote.

The latest-dated, timely, properly completed proxy that you submit, whether by mail, telephone, or the Internet, will count as your vote. If a vote has been recorded for your shares and you subsequently submit a proxy card that is not properly signed and dated, then the previously recorded vote will stand. Voting online during the Special Meeting will replace any previous votes.

Adjournments and Postponements

Although it is not currently expected, the Special Meeting may be adjourned or postponed to a later date. No notice of the time, date and place, if any, of adjourned meetings need be given except as required by applicable law. Any adjournment of the Special Meeting for the purpose of soliciting additional proxies will allow Alcoa stockholders who have already sent in their proxies to revoke them at any time before voting occurs at the Special Meeting as adjourned. See “Proposal 2: Adjournment of Special Meeting” beginning on page 101 of this proxy statement for more information about the Adjournment Proposal.

Householding

Alcoa has adopted a procedure called “householding,” which the SEC has approved. Under this procedure, Alcoa delivers a single copy of the proxy materials to multiple stockholders who share the same address, unless it has received contrary instructions from one or more of such stockholders. This procedure reduces printing and mailing costs and fees. Stockholders who participate in householding will continue to be able to access and receive separate proxy cards.

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By Internet: www.computershare.com

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By telephone: 1-800-522-6645 (in the U.S. and Canada); 1-201-680-6578 (all other locations)

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By mail: Computershare Investor Services, P.O. Box 43006, Providence, RI 02940-3006

Street name stockholders may contact their broker, bank or other nominee to request information about householding.

Solicitation of Proxies

Alcoa is soliciting proxies for the Special Meeting from Alcoa stockholders. Alcoa pays the cost of soliciting proxies. Alcoa has engaged Innisfree to assist in the solicitation of proxies for the Special Meeting for an estimated fee of $25,000 plus expenses. Alcoa will reimburse brokerage firms and other custodians, nominees, and fiduciaries for their reasonable out-of-pocket expenses for sending proxy materials to stockholders and obtaining their votes. Our employees may also solicit proxies for no additional compensation.

A list of Alcoa stockholders entitled to vote at the Special Meeting will be available for examination during ordinary business hours for 10 days prior to the Special Meeting at Alcoa’s principal executive office located at 201 Isabella Street, Suite 500, Pittsburgh, Pennsylvania 15212. Reasonable accommodations will be made if Alcoa cannot make the list available at its principal executive office. The stockholder list will also be available online during the Special Meeting.

Other Business

Alcoa does not expect that any matter other than the proposals listed above will be brought before the Special Meeting. If, however, other matters are properly brought before the Special Meeting, or any adjournment or postponement of the Special Meeting, the persons named as proxies will vote in accordance with their judgment.

THE TRANSACTION

The following discussion contains important information relating to the Transaction. You are urged to read this discussion together with the Transaction Agreement and related documents attached as annexes to this proxy statement and incorporated herein by reference before voting on the Transaction Proposal and the Adjournment Proposal.

Structure of the Transaction

Alcoa and Alumina Limited are proposing to engage in a business combination under Australian corporate law, pursuant to which Alcoa Bidder will acquire all of the issued and outstanding Alumina Limited Shares, and Alumina Limited will thereby become a wholly owned subsidiary of Alcoa Bidder and an indirect wholly owned subsidiary of Alcoa. As set forth in the Transaction Agreement, the business combination will be carried out in accordance with a scheme of arrangement under the Australian Corporations Act to be submitted for approval by Alumina Limited shareholders and the Court.

Background of the Transaction

The following chronology summarizes certain key events and contacts that preceded signing of the Transaction Agreement. It does not purport to catalogue every conversation or other action of or among the Alcoa board of directors, members of Alcoa management, Alcoa’s representatives, the Alumina Limited board of directors, members of Alumina Limited management, Alumina Limited’s representatives and other parties.

Unless otherwise noted, all dates and times included in this “Background of the Transaction” section are in U.S. Eastern Time.

As part of the ongoing evaluation of its business, the Alcoa board of directors and senior management of Alcoa regularly review and assess Alcoa’s operations, performance, strategic direction, opportunities and risks in light of current business and economic conditions, and developments in the aluminum, alumina, bauxite and other industries, in each case across a range of scenarios and potential future developments. As part of Alcoa’s ongoing process, these reviews have included discussions exploring, with the assistance of financial and legal advisors, long-term strategic plans and various strategic opportunities available to Alcoa in seeking to enhance stockholder value.

In 1994 and 1995, Alcoa entered into and completed a transaction with Alumina Limited (then known as Western Mining Corporation) as an extension of a joint venture in existence since the 1960s, combining their global alumina, alumina-based chemicals and bauxite interests into a new joint venture (now known as AWAC) that is 60% owned by Alcoa and managed and operated by Alcoa and 40% owned by Alumina Limited. Alcoa continues to provide operating management for AWAC, which is subject to direction provided by the Strategic Council, AWAC’s governing body, consisting of five members, three of whom are appointed by Alcoa (of which one is

the Chair) and two of whom are appointed by Alumina Limited (of which one is the Deputy Chair). AWAC matters are decided by a majority vote of the Strategic Council with certain fundamental and material matters requiring approval by at least 80% of the members of the Strategic Council.

In 2002, Alumina Limited (then known as Western Mining Corporation) spun off all its interests other than its interest in AWAC and was renamed Alumina Limited.

During various strategic review sessions over the years, Alcoa’s management and board of directors had concluded that, if the opportunity arose, a business combination with Alumina Limited would be a high priority transaction. Over the course of the continuing joint venture with Alumina Limited, following discussions with and authorization from Alcoa’s board of directors, from time to time over the years, Alcoa’s management discussed with Alumina Limited’s management a potential transaction between Alcoa and Alumina Limited. These discussions did not lead to any definitive agreement between Alcoa and Alumina Limited for a potential transaction. Most recently, between September 2021 and March 2022, Alcoa submitted three proposals for the acquisition of all of the Alumina Limited Shares, each of which Alumina Limited rejected for a variety of reasons, including its view on the implied premium at the time.

In August and September 2023, Mr. W. Peter Day, Chair and Independent Non-Executive Director of Alumina Limited, and Alumina Limited’s senior management discussed with Mr. Steven W. Williams, Chairman of Alcoa, and Alcoa’s senior management, respectively, the ongoing AWAC operations and the expected ongoing capital funding requirements in light of AWAC’s losses from operating the Kwinana and San Ciprián alumina refineries and the expected capital expenditures in Brazil, as well as delays in receiving approval from the Western Australian Government to continue bauxite mining and downstream alumina refining in Western Australia (the “Western Australia Permit Approval”).

On September 21, 2023, Alcoa entered into an engagement letter with J.P. Morgan with respect to a potential transaction with Alumina Limited. J.P. Morgan was engaged by Alcoa to provide advice to the Alcoa board of directors on the potential transaction as customarily provided by financial advisors.

On September 28, 2023, during a regularly scheduled Alcoa board of directors meeting, the Alcoa board of directors discussed with Alcoa’s senior management the status of the Western Australia Permit Approval process and a potential transaction with Alumina Limited. The Alcoa board of directors authorized Alcoa’s senior management to commence valuation work with respect to a potential transaction with Alumina Limited.

On October 18, 2023, Alcoa entered into an engagement letter with UBS Investment Bank (“UBS”) with respect to a potential transaction with Alumina Limited. UBS was engaged by Alcoa to provide advice to the Alcoa board of directors on the potential transaction as customarily provided by financial advisors.

Over the course of October 2023, Alcoa’s senior management, at the Alcoa board of directors’ direction, reviewed the valuation work by J.P. Morgan and UBS and potential transaction structures in respect of a potential transaction with Alumina Limited.

On October 23, 2023, Alcoa’s board of directors held a special meeting with Alcoa’s senior management, representatives of J.P. Morgan and UBS, Davis Polk, Alcoa’s U.S. legal advisor, and Ashurst, Alcoa’s Australian legal advisor, present, to discuss a potential transaction with Alumina Limited. At the meeting, Alcoa’s senior management presented a non-binding indicative proposal for an all-stock acquisition of Alumina Limited. Following the Alcoa board of directors’ discussion of the potential transaction, the Alcoa board of directors authorized Alcoa’s senior management to deliver to Alumina Limited a confidential non-binding indicative proposal for an all-stock transaction by way of a scheme of arrangement with a fixed exchange ratio of 0.0242 CDIs, each representing an ownership interest in a share of Alcoa common stock, per Alumina Limited Share, which represented an implied value of A$0.90 per Alumina Limited Share, a 15% premium to the share price of Alumina Limited as of the closing of trading on October 23, 2023 and approximately 28% of the pro forma fully diluted ownership in Alcoa to the Alumina Limited shareholders (the “October 2023 Proposal”).

On October 23, 2023. Mr. Oplinger called Mr. Mike Ferraro, the Managing Director and Chief Executive Officer of Alumina Limited, to provide him with a preview of the October 2023 Proposal in advance of providing it in writing. Mr. Ferraro asked whether the proposal contemplated adding any Alumina Limited directors to Alcoa’s board. Mr. Oplinger explained that the proposal did not include board representation.

On October 24, 2023, Alcoa’s senior management delivered to Alumina Limited the October 2023 Proposal at the direction of Alcoa’s board of directors.

On October 26, 2023, Mr. Ferraro called Mr. Oplinger to inform him that Alumina Limited was willing to engage with Alcoa on a potential transaction and that Alumina Limited was undertaking valuation work to assess the October 2023 Proposal based on publicly available information. However, Alumina Limited indicated to Alcoa that the Alumina Limited board of directors would require resolution of certain key issues around the Western Australian Permit Approval, the Kwinana alumina refinery and the San Ciprián alumina refinery to fully assess the potential transaction (the “Key Issues”).

On October 26, 2023, Alcoa management followed up the conversation by sending a draft confidentiality deed to Alumina Limited. Alumina Limited responded that instead Alumina Limited would first assess the transaction using publicly available information about Alcoa.

On October 31, 2023, Mr. Oplinger corresponded with Mr. Ferraro about a desired timeline for next steps, such as the exchange of information and coordination of advisors, including a request that Alumina Limited provide a response to Alcoa’s offer by November 12, 2023.

On November 12, Mr. Oplinger called Mr. Ferraro to discuss the timing of Alumina Limited’s response to the October 2023 Proposal and reiterate the merits of the October 2023 Proposal. Mr. Ferraro indicated that Alumina Limited’s board was continuing to review the October 2023 Proposal.

On November 14, Mr. Oplinger met in person with Mr. Day to discuss the proposed transaction, including terms and timing. Mr. Day indicated that Alumina Limited would respond to the October 2023 Proposal after its next Board meeting, which was expected to take place on November 20, 2023 (Australian Eastern Daylight Time).

On November 19, 2023, Mr. Oplinger called Mr. Ferraro to inquire about the anticipated response from Alumina Limited with respect to the October 2023 Proposal. Mr. Ferraro informed Mr. Oplinger that the Alumina Limited board of directors had met and that a response to the October 2023 Proposal was forthcoming.

On November 21, 2023, Mr. Ferraro called Mr. Oplinger to indicate willingness to explore a mutually agreeable transaction.

On November 22, 2023, Alumina Limited delivered to Alcoa a letter in response to the October 2023 Proposal, indicating willingness to explore a mutually agreeable transaction. However, Alumina Limited indicated that a mutually agreeable transaction would require a higher exchange ratio and a special dividend to enable Alumina Limited shareholders to realize value from Alumina Limited’s franking credits along with additional due diligence information on Alcoa that was not publicly available.

Over the course of the following weeks, Alcoa and Alumina Limited discussed timing of a potential transaction, including in relation to expected public announcements by Alcoa regarding the Key Issues.

On November 24, 2023, Alumina Limited delivered its initial due diligence request list to Alcoa.

On November 28, 2023, Alcoa responded to Alumina Limited’s letter dated November 22, 2023, acknowledging its request for a special dividend, and expressing its views that any dividend would lead to a downward adjustment to the exchange ratio and among other things it would require an understanding of the debt funding capacity of the combined entity. In addition, Alcoa also expressed its desire to work towards announcement of an agreed transaction by December 18, 2023.

On November 30, 2023 (Australian Eastern Daylight Time), Alcoa and Alumina Limited entered into a confidentiality deed to facilitate the sharing of non-public information for purposes of assessing the proposed transaction. Following the entry into the confidentiality deed, Alcoa delivered its initial due diligence request list to Alumina Limited.

On December 1, 2023 (Australian Eastern Daylight Time), Alcoa provided a management presentation to Alumina Limited and granted Alumina Limited access to a virtual data room containing information regarding Alcoa in addition to responses to the initial due diligence request list from Alumina Limited.

On December 5, 2023 (Australian Eastern Daylight Time), Alumina Limited delivered a letter to Alcoa regarding the continued exploration of a mutually agreeable transaction, noting that engagement on deal terms should follow expected public announcements regarding the Key Issues.

On December 7, 2023, Alcoa’s senior management contacted Alumina Limited’s largest holder, Allan Gray Australia Pty Ltd (“Allan Gray”), to discuss the potential transaction on a wall crossed, confidential basis. After obtaining Allan Gray’s agreement to maintain confidentiality, the terms of the October 23 Proposal were discussed. On the call, Allan Gray indicated to Alcoa that it would be supportive of the potential transaction.

On December 7, 2023 (Australian Eastern Daylight Time), Ashurst provided to King & Wood Mallesons (“KWM”), Alumina Limited’s Australian legal counsel, a draft scheme implementation agreement.

On December 11, 2023, Alcoa announced that it was engaging with the Spanish government to discuss financial losses at the San Ciprián complex, including the alumina refinery.

On December 13, 2023, Alcoa announced that the Western Australia Government (“WA Government”) approved Alcoa’s 2023-2027 Mining and Management Program and Alcoa received permission to continue operating under a Ministerial exemption during Western Australia Environmental Protection Authority’s environmental impact assessment, resolving the issues relating to the Western Australia Permit Approval.

On December 15, 2023, Alumina Limited granted Alcoa access to a virtual data room containing information regarding Alumina Limited.

On December 15, 2023, Ashurst provided to KWM drafts of the Scheme and Deed Poll.

On December 20, 2023, Alcoa’s senior management contacted another large shareholder of Alumina Limited, CITIC Resources Australia Pty. Ltd. (“CITIC”), to discuss the potential transaction on a wall crossed, confidential basis. On the call, CITIC did not indicate that they would either support or oppose the potential transaction.

On January 8, 2024, Alcoa’s board of directors held a special meeting, with Alcoa’s senior management and representatives of J.P. Morgan, UBS, Davis Polk and Ashurst present, to discuss the latest status on the potential transaction with Alumina Limited, including the ongoing discussion with Alumina Limited’s substantial shareholders, Allan Gray and CITIC. Alcoa’s board of directors also discussed the potential of providing Alcoa board representation to Alumina Limited designees in connection with the proposed transaction.

On the same day, Alcoa announced the curtailment of the Kwinana alumina refinery in Western Australia, with the process beginning in the second quarter of 2024. Following such announcement, Mr. Ferraro discussed with Mr. Oplinger that the Alumina Limited board of directors planned to discuss valuation during its upcoming January 15, 2024 board meeting and to review again the October 2023 Proposal during its following January 30, 2024 board meeting in light of the public announcements made by Alcoa regarding the Western Australian Permit Approval, the Kwinana alumina refinery and the San Ciprián alumina refinery.

On January 30, 2024, Mr. Ferraro communicated to Mr. Oplinger that the Alumina Limited board of directors was willing to enter into the proposed transaction, but at a fixed exchange ratio of 0.0303 CDIs, each representing an ownership interest in a share of Alcoa common stock, per Alumina Limited Share, which represented approximately 33% of the pro forma fully diluted ownership in Alcoa to the Alumina Limited shareholders, and two Alumina Limited board representatives to be appointed to Alcoa’s board of directors (the “January 30 Counterproposal”).

On February 13, 2024, Alcoa’s board of directors held a special meeting, with Alcoa’s senior management and representatives of J.P. Morgan and UBS present, to discuss the latest status of the potential transaction with Alumina Limited, including the January 30 Counterproposal and the ongoing discussion with Alumina Limited’s substantial shareholders, Allan Gray and CITIC. Alcoa’s board of directors discussed and authorized Alcoa’s senior management to deliver to Alumina Limited an updated proposal of 0.0265 CDIs, each representing an ownership interest in a share of Alcoa common stock, per Alumina Limited Share, which represented an implied value of A$1.09 per Alumina Limited Share, a 1.1% premium to the share price of Alumina Limited as of the closing of trading on February 9, 2024 and approximately 29.5% of the pro forma fully diluted ownership in Alcoa to the Alumina Limited shareholders, and one mutually agreed Australian Alumina Limited board representative to be appointed to Alcoa’s board of directors (the “February 13 Proposal”).

Later in the same day, Mr. Oplinger previewed the February 13 Proposal with Mr. Ferraro. Mr. Ferraro indicated that the proposed consideration of 0.0265 CDIs for each Alumina Limited Share representing approximately 29.5% of the pro forma fully diluted ownership in Alcoa to the Alumina Limited shareholders would not be acceptable to Alumina Limited. Mr. Ferraro explained that the proposed consideration of 0.0303 CDIs for each Alumina Limited ordinary share representing approximately 33% of the pro forma undiluted ownership in Alcoa to the Alumina Limited shareholders in Alumina Limited’s January 30 Counterproposal was in light of agreeing to remove the cash component of the consideration previously proposed by Alumina Limited, considering the balance sheet capacity of the combined entity. Mr. Oplinger indicated that the January 30 Counterproposal which implied approximately 33% of the pro forma fully diluted ownership in Alcoa to the Alumina Limited shareholders would not be acceptable to Alcoa. Mr. Ferraro confirmed that he would discuss the February 13 Proposal with the Alumina Limited board of directors.

Later the same day, Alcoa delivered to Alumina Limited the February 13 Proposal.

On February 21, 2024, Alumina Limited rejected the February 13 Proposal.

On February 22, 2024, Alcoa’s board of directors held a regular meeting, with Alcoa’s senior management and representatives of J.P. Morgan and UBS present, to discuss the latest status of the potential transaction with Alumina Limited. Alcoa’s board of directors discussed Alumina’s response to the February 13 Proposal and authorized Alcoa’s senior management to deliver to Alumina Limited an updated proposal.

On February 23, 2024, Alcoa delivered to Alumina Limited a revised proposal offering 0.02854 CDIs, each representing an ownership interest in a share of Alcoa common stock, per Alumina Limited Share, which represented approximately 31.25% of the pro forma fully diluted ownership in Alcoa to the Alumina Limited shareholders (the “February 23 Proposal”). At the same time, Alcoa delivered to Alumina Limited a draft exclusivity and transaction process deed (the “Process Deed”) pursuant to which the parties would negotiate and enter into a definitive agreement consistent with the terms of the February 23 Proposal. As part of its February 23 Proposal, Alcoa proposed that Alumina Limited and Alcoa reach agreement on material transaction terms and announce to the market mutual support for the transaction at the proposed terms before the Australian market opened on February 26, 2024, failing which it intended to publicly announce the terms of the proposed transaction, with the indication that it was the best price (meaning the best exchange ratio) Alcoa was willing to offer and that based on its discussions with Allan Gray, it anticipated strong support from Allan Gray.

On February 24, 2024, Mr. Ferraro communicated to Mr. Oplinger a counterproposal (the “February 24 Counterproposal”), whereby Alcoa would offer 0.02854 CDIs and a franked dividend of $0.05 per Alumina

Limited Share. Mr. Day called Mr. Williams to discuss the February 24 Counterproposal. On the same day, Alcoa rejected the February 24 Counterproposal and reiterated the February 23 Proposal.

On February 25, 2024, Alumina Limited delivered to Alcoa a revised draft of the Process Deed that provided for two existing members of the Alumina Limited board of directors, mutually agreed by Alumina Limited and Alcoa, to be appointed to Alcoa’s board of directors upon the implementation of the Scheme, but that otherwise reflected the terms of the February 23 Proposal.

On February 25, 2024, the Alcoa board of directors approved the terms of the Process Deed.

On February 26, 2024 (Australian Eastern Daylight Time), Alcoa and Alumina Limited entered into, and publicly announced the entry into, the Process Deed.

On the same day, Alcoa and an affiliate of Alcoa entered into a conditional share sale agreement with Allan Gray, giving such affiliate the right to acquire from Allan Gray up to 19.9% of outstanding Alumina Limited Shares at the price of 0.02854 CDIs, each representing an ownership interest in a share of Alcoa common stock, for each Alumina Limited Share.

On February 29, 2024, Alumina Limited delivered an initial draft of the Transaction Agreement to Alcoa. In the days following receipt of the draft Transaction Agreement, Alcoa’s management team and its legal advisors discussed Alumina Limited’s initial draft and identified key issues to be negotiated with Alumina Limited. These key issues were limitations on AWAC’s ability to make unbudgeted equity calls and requiring AWAC to debt finance any funding requirements that could not be satisfied out of cashflow of AWAC or by budgeted equity calls, limitations on the ability for Alcoa to operate its business between signing the Transaction Agreement and implementation of the Scheme, extensive representations and warranties by Alcoa, and a reverse break fee payable by Alcoa in certain circumstances, including if Alcoa stockholders voted against the proposed transaction.

Between February 29, 2024 and March 10, 2024, representatives of Alcoa and Alumina Limited, together with their respective legal advisors, exchanged various drafts of the Transaction Agreement and other transaction documents and conducted a series of negotiations of certain key terms of the Transaction Agreement and other transaction documents, including discussions of, among other terms, whether there would be a reverse break fee payable by Alcoa and the quantum thereof, termination rights, the circumstances under which the Alcoa board of directors and the Alumina Limited board of directors could change their recommendation for their respective shareholders to vote in favor of the transaction, exclusivity, regulatory and other conditions, representations and warranties, and interim operating and access covenants.

On March 10, 2024, the Alcoa board of directors held a special meeting, with Alcoa’s senior management and representatives of J.P. Morgan, UBS, Davis Polk and Ashurst present, to further review the potential transaction. During the meeting, Alcoa’s senior management and Alcoa’s advisors provided the Alcoa board of directors with updates with respect to the financial and legal terms of the potential transaction. Following the discussion of the updated terms, representatives of J.P. Morgan reviewed their financial analyses with respect to the proposed transaction, and confirmed to the Alcoa board of directors that J.P. Morgan was prepared to deliver an opinion that, as of the date of such opinion and based upon and subject to, among other things, the assumptions made, procedures followed, matters considered and limitations on the review undertaken by J.P. Morgan set forth in its opinion, the exchange ratio was fair, from a financial point of view, to Alcoa. J.P. Morgan delivered its written opinion to the Alcoa board of directors on March 11, 2024 (attached as Annex B to this proxy statement). For a detailed discussion of J.P. Morgan’s opinion, please see below under “—Opinion of Alcoa’s Financial Advisor.” After further discussion with respect to the potential transaction, the Alcoa board of directors unanimously: (a) approved the proposed Transaction Agreement, Scheme and Deed Poll and the potential transactions contemplated thereby, (b) authorized the execution, delivery and performance of the proposed Transaction Agreement, Scheme and Deed Poll on their terms, (c) directed that the proposed issuance of shares of Alcoa

common stock be submitted to a vote at the Alcoa Special Meeting and (d) recommended that the Alcoa stockholders approve the proposed issuance of shares of Alcoa common stock.

Throughout March 11, 2024 (Australian Eastern Daylight Time), Alcoa and Alumina Limited, assisted by their respective legal and financial advisors, finalized the terms of the Transaction Agreement and the other transaction documents. Alcoa, Alcoa Bidder and Alumina Limited executed the Scheme Implementation Deed on March 12, 2024 (Australian Eastern Daylight Time), and each of Alcoa and Alumina Limited announced the Transaction Agreement prior to markets opening in Australia on March 12, 2024 (Australian Eastern Daylight Time).

On May 20, 2024 (Australian Eastern Daylight Time), Alcoa, Alcoa Bidder and Alumina Limited entered into the Deed of Amendment and Restatement of the Scheme Implementation Deed, and each of Alcoa and Alumina Limited announced the entry into such Amendment. On the same day, Alcoa terminated the conditional share sale agreement with Allan Gray.

Alcoa’s Reasons for the Transaction

In reaching its determination that it is advisable and in the best interests of Alcoa and its stockholders to complete the Transaction as contemplated by the Transaction Agreement and to recommend that Alcoa stockholders vote “FOR” the Transaction Proposal described in this proxy statement, Alcoa’s board of directors consulted and received advice from its external financial and legal advisers and from Alcoa’s management and considered a number of factors, including the following material factors:

•

Alcoa’s board of directors’ and management’s understanding of Alumina Limited’s business and operations, and its current and historical results of operations, financial prospects and conditions, including the fact that all of Alumina Limited’s operating activities are undertaken through its 40% ownership interest in AWAC, of which Alcoa owns the other 60% interest, which Alcoa operates and which Alcoa includes in its consolidated financial statements;

•

Alcoa’s board of directors’ understanding of the current and prospective competitive space in the industries in which Alcoa and Alumina Limited operate;

•

that the Transaction would enhance Alcoa’s position as a leading pure play, upstream aluminum company globally and would allow Alcoa stockholders to participate in the benefits of the combined company, including the expansion of Alcoa’s ownership of its core, tier-1 bauxite and alumina business;

•

that the Transaction would achieve strategic and operational synergies, including (i) cost synergies through a reduction of Alumina Limited’s corporate costs and (ii) greater operational flexibility and strategic optionality with a centralized management team and simplified corporate structure and governance;

•

that the Transaction would increase Alcoa’s financial flexibility, enabling more efficient funding and capital allocation decisions, as well as liability management, including financial flexibility for AWAC’s Western Australian mining projects, refinery assets and near-term portfolio actions;

•

that the Transaction would allow Australian investors access to Alcoa common stock via an ASX-listed security;

•

the written opinion that J.P. Morgan delivered to the Alcoa board of directors on March 11, 2024 that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered and limitations on the review undertaken by J.P. Morgan in preparing its opinion, the exchange ratio was fair, from a financial point of view, to Alcoa. Such opinion is more fully described below under “—Opinion of Alcoa’s Financial Advisor”;

•

the terms and conditions of the Transaction Agreement, including:

•

that the Scheme Consideration consists of stock, which Alcoa’s board of directors believed was consistent with the strategic purpose of the Transaction as a combination of two complementary companies;

•

the customary nature of the representations, warranties, and covenants of Alcoa and Alumina Limited in the Transaction Agreement;

•

the parties’ covenants to use all reasonable endeavors to procure satisfaction of the conditions precedent to the Transaction;

•

the deal protection and termination provisions of the Transaction Agreement; and

•

the review of Alcoa’s board of directors, with the assistance of Alcoa’s advisers, of the terms and conditions of comparable transactions and its overall beliefs that the terms of the Transaction Agreement were consistent with market practice in Australia and in the best interest of Alcoa and its stockholders; and

•

the likelihood that the Transaction would be completed, including after consideration of the risks related to certain conditions and regulatory approvals which will be required to complete the Transaction.

In the course of its deliberations, Alcoa’s board of directors also considered a variety of risks and other potentially negative factors related to the Transaction, including the following material factors:

•

that the integration of Alumina Limited with Alcoa will subject Alcoa to liabilities that exist at Alumina Limited, including liabilities arising out of the Transaction;

•

that the integration of Alumina Limited with Alcoa (and the consequential consolidation of ownership of AWAC) will increase Alcoa’s exposure to existing risks and liabilities arising from AWAC;

•

that Alcoa will incur significant transaction related costs in connection with the Transaction;

•

that Alcoa may be required to make a shareholder loan to AWAC, the joint venture between Alcoa and Alumina Limited, in place of required capital contributions to AWAC by Alumina Limited in certain circumstances;

•

that the issuance of the Scheme Consideration to Alumina Limited shareholders will dilute Alcoa’s current stockholders;

•

the possibility of encountering difficulties in achieving, or failing to achieve, anticipated synergies in the amounts estimated or in the time frame contemplated;

•

the terms of the Transaction Agreement that restrict Alcoa’s ability to engage in certain transactions between signing and completion of the Transaction;

•

the diversion of management attention and resources from the operation of Alcoa’s business towards the completion of the Transaction; and

•

the risk that the Transaction could be delayed or not completed, or that the Transaction Agreement could be terminated, each of which could negatively impact the price of Alcoa common stock and Alcoa’s future business and operations.

Alcoa’s board of directors considered all of these factors and concluded that the uncertainties, risks and potential negative factors relevant to the Transaction were outweighed by the potential benefits that it expected would be achieved as a result of the Transaction.

The foregoing discussion of the factors considered by Alcoa’s board of directors is not intended to be exhaustive, but rather includes the material factors considered. In reaching its decision that it is advisable and in the best

interests of Alcoa and its stockholders to complete the Transaction as contemplated by the Transaction Agreement and to recommend that Alcoa stockholders vote “FOR” the Transaction Proposal set forth in this proxy statement, Alcoa’s board of directors did not quantify, rank or otherwise assign relative weights to the factors considered and individual members of the board of directors may have given different weight to different factors. Alcoa’s board of directors based its decision on the totality of the information presented.

Recommendations of Alcoa’s Board of Directors

Accordingly, Alcoa’s board of directors unanimously recommends that Alcoa stockholders vote:

•

“FOR” approval of the Transaction Proposal; and

•

“FOR” approval of the Adjournment Proposal.

Summary of Certain Financial Projections Provided to Alcoa’s Board of Directors and Alcoa’s Financial Advisor

Alcoa does not, as a matter of course, publicly disclose long-term projections or internal projections of its expected future financial performance, revenues, earnings, financial condition or other results due to, among other reasons, the uncertainty and subjectivity of the underlying assumptions and estimates, other than, from time to time, providing limited guidance as to projected financial results for its then-current fiscal quarter or fiscal year in its press releases announcing its financial results for the immediately preceding fiscal quarter or fiscal year, as applicable. However, in connection with its evaluation of the Transaction, the Alcoa board of directors considered:

•

certain non-public unaudited prospective financial information relating to Alcoa on a standalone basis, prepared by Alcoa’s senior management, including based on certain non-public unaudited prospective financial information relating to AWAC and allocating it to Alcoa’s proportionate ownership in AWAC (the “Alcoa Standalone Projections”); and

•

certain non-public unaudited prospective financial information relating to Alumina Limited on a standalone basis, prepared by Alcoa’s senior management based on certain non-public unaudited prospective financial information relating to AWAC and allocating it to Alumina Limited’s proportionate ownership in AWAC (the “Alumina Standalone Projections”).

The foregoing information (collectively, the “Alcoa Management Projections”) were, at the request of the Alcoa board of directors, provided to J.P. Morgan for its use and reliance in connection with its financial analyses and opinion summarized under “—Opinion of Alcoa’s Financial Advisor” beginning on page 58 of this proxy statement.

Certain Limitations on the Forecasts

The Alcoa Management Projections are unaudited and were not prepared with a view to public disclosure but are included in this proxy statement solely because such information was made available to the Alcoa board of directors and, at the request of the Alcoa board of directors, J.P. Morgan, and used in the process leading to the execution of the Transaction Agreement. The summary of the Alcoa Management Projections is not included in this proxy statement in order to induce any Alcoa stockholder to vote in favor of the Transaction Proposal or any other matter, or to influence any person to make any investment decision with respect to the Transaction. The Alcoa Management Projections should be evaluated, if at all, in conjunction with the separate financial statements of each of Alcoa and Alumina Limited, the unaudited condensed combined pro forma financial information and other information regarding Alcoa and Alumina Limited contained in or incorporated by reference into this proxy statement and the following factors.

The Alcoa Management Projections were not prepared with a view toward compliance with published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation or presentation of prospective financial information. The Alcoa Management Projections may therefore differ from how Alcoa provides guidance.

The Alcoa Management Projections included in this proxy statement have been prepared by, and are the responsibility of, Alcoa’s management. The auditors of Alcoa and Alumina Limited have not audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the accompanying Alcoa Management Projections and, accordingly, the auditors of Alcoa and Alumina Limited do not express an opinion or any other form of assurance with respect thereto. The report of the auditor of Alcoa incorporated by reference in this proxy statement relates to Alcoa’s previously issued financial statements, and the report of the auditor of Alumina Limited included within this proxy statement relates to Alumina Limited’s previously issued financial statements. Such reports do not extend to the Alcoa Management Projections and should not be read to do so.

The Alcoa Management Projections include non-U.S. GAAP financial measures (which term, for purposes of the Alcoa Management Projections, includes non-IFRS Accounting Standards measures with respect to Alumina Limited). Non-U.S. GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with U.S. GAAP or the IFRS Accounting Standards (as applicable), and non-U.S. GAAP financial measures as used by Alcoa in the Alcoa Management Projections may not be comparable to similarly titled amounts used by other companies or in other contexts. These non-U.S. GAAP measures are included in this proxy statement because such information was made available to the Alcoa board of directors and J.P. Morgan and used in the process leading to the execution of the Transaction Agreement, as described elsewhere in this proxy statement. Financial measures that are not consistent with U.S. GAAP or the IFRS Accounting Standards, as applicable, should not be considered in isolation from, or as a substitute for, financial information presented in compliance with U.S. GAAP or the IFRS Accounting Standards, as applicable. Reconciliations of non-U.S. GAAP financial measures to the most directly comparable measures prepared in accordance with U.S. GAAP or the IFRS Accounting Standards, as applicable, are not being provided because they are not required in a filing related to a business combination and, in any event, Alcoa is unable to provide reconciliations without unreasonable effort due to the uncertainty and inherent difficulty of predicting the occurrence, financial impact, and the periods in which any relevant adjustments would be recognized.

Although a summary of the Alcoa Management Projections is presented with numerical specificity, this information is not factual and should not be relied upon as being necessarily predictive of actual future results. The Alcoa Management Projections are forward-looking statements and reflect inputs, assumptions, estimates and judgments as to future events made or used by Alcoa’s senior management that it believed were reasonable at the time the Alcoa Management Projections were prepared, taking into account the relevant information available to Alcoa’s senior management at the time. Important factors that may affect actual results and cause the Alcoa Management Projections not to be achieved include the ultimate timing, outcome and results of integrating Alumina Limited into Alcoa, the impact of global economic, financial, political, legal, regulatory and industrial conditions on the aluminum industry and aluminum end-use markets, volatility in demand for aluminum or products that require aluminum, changes in actual or projected production, production capacity, production costs or cash flows, the ability to realize synergies, global competitive pressures, changes in tax laws or accounting rules, changes in government regulations and regulatory requirements, fluctuations in foreign currency exchange rates, changes in energy costs and availability of raw materials and the other factors described under “Risk Factors” beginning on page 32 and under “Cautionary Statement Regarding Forward-Looking Statements” on page 38, in each case of this proxy statement. As a result, there can be no assurance that the Alcoa Management Projections will be realized, and actual results may be materially better or worse than those contained in the Alcoa Management Projections. The inclusion of this information should not be regarded as an indication that Alcoa, J.P. Morgan, their respective representatives or any other recipient of this information considered, or now considers, the Alcoa Management Projections to be material information of Alcoa or Alumina Limited or necessarily predictive of actual future results nor should it be construed as financial guidance, and it should not be relied upon as such.

The Alcoa Management Projections do not take into account any circumstances or events occurring after the date that they were prepared, and such information by its nature becomes less predictive with each successive year. Because the Alcoa Management Projections reflect subjective judgment in many respects, they are susceptible to multiple interpretations and frequent revisions based on actual experience and business developments. Except to the extent required by applicable U.S. federal securities laws, Alcoa does not intend, and expressly disclaims any responsibility, to update or otherwise revise the Alcoa Management Projections to reflect circumstances existing after the respective dates on which they were prepared or to reflect the occurrence of future events or changes in general economic or industry conditions, even if any of the assumptions underlying the Alcoa Management Projections are shown to be in error. Alcoa cannot give any assurance that, had the Alcoa Management Projections been prepared either as of the date of the Transaction Agreement or as of the date of this proxy statement, similar estimates and assumptions would be used.

None of Alcoa nor any of its affiliates, directors, officers, advisors or other representatives has made or makes any representation to any Alcoa stockholder, Alumina Limited shareholder or other person relating to the Alcoa Management Projections, including regarding the ultimate performance of Alcoa or Alumina Limited compared to the information contained in the Alcoa Management Projections (or their underlying assumptions) or that the Alcoa Management Projections will be achieved (or that their underlying assumptions will occur).

In light of the foregoing factors and the uncertainties inherent in the Alcoa Management Projections and considering that the Special Meeting will be held several months after the Alcoa Management Projections were prepared, stockholders and other investors are cautioned not to place undue reliance on the Alcoa Management Projections included in this proxy statement.

During the first quarter of 2024, Alcoa’s senior management prepared the Alcoa Management Projections, which were provided to J.P. Morgan and considered by the Alcoa board of directors in connection with the Transaction. The Alcoa Management Projections were based on various assumptions made by Alcoa’s senior management, including, but not limited to, the following commodity price assumptions, which, for 2024 were based on management estimates, and for the years beginning in 2025 were based on quoted commodity prices, including London Metal Exchange (LME) Aluminum futures as of March 8, 2024 and applying the historical Alumina Price Index (API) percentage of LME Aluminum spot prices.


Price Deck	2024E		2025E		2026E		2027E		2028E
Benchmark Aluminum Price ($/tonne)	$	2,300	$	2,397	$	2,504	$	2,590	$	2,652
Benchmark Alumina Price ($/tonne)	$	350	$	407	$	426	$	440	$	451

The Alcoa Management Projections also reflected assumptions regarding the continuing nature of ordinary course operations and capital requirements.

Alcoa Standalone Projections

The Alcoa Standalone Projections, which were prepared by Alcoa’s senior management (including based on certain non-public unaudited prospective financial information relating to AWAC and allocating it to Alcoa’s proportionate ownership in AWAC), included the following estimates of Alcoa’s future financial performance:


($ amounts in millions)	2024E			2025E			2026E			2027E			2028E
Net revenue	$	9,566		$	10,114		$	10,629		$	11,223		$	11,768
Adjusted EBITDA(1)(2)	$	570		$	1,336		$	1,597		$	1,725		$	1,804
Capital expenditures	$	(448	)	$	(466	)	$	(435	)	$	(443	)	$	(448	)

(1)	This figure is a non-U.S. GAAP financial measure.

(2)	Adjusted EBITDA is calculated as projected sales minus cost of goods sold, selling, general administrative and other expenses, and research and development expenses.

Alumina Standalone Projections

The Alumina Standalone Projections, which were prepared by Alcoa’s senior management (based on certain non-public unaudited prospective financial information relating to AWAC and allocating it to Alumina Limited’s proportionate ownership in AWAC), included the following estimates of Alumina Limited’s future financial performance:


($ amounts in millions)	2024E			2025E			2026E			2027E			2028E
Net revenue	$	1,830		$	1,941		$	2,068		$	2,230		$	2,407
Adjusted EBITDA(1)(2)(3)	$	91		$	325		$	443		$	549		$	711
Capital expenditures	$	(151	)	$	(185	)	$	(184	)	$	(149	)	$	(173	)

(1)	This figure is a non-U.S. GAAP financial measure.

(2)	Adjusted EBITDA is calculated as projected sales minus cost of goods sold, selling, general administrative and other expenses, and research and development expenses.

(3)	Includes estimated $12.5 million of annual corporate costs for Alumina Limited operations.

Opinion of J.P. Morgan Securities LLC as Financial Advisor to Alcoa

Pursuant to an engagement letter, Alcoa retained J.P. Morgan as its financial advisor in connection with the Transaction.

On March 11, 2024, J.P. Morgan delivered its written opinion to the Alcoa board of directors that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered and limitations on the review undertaken by J.P. Morgan in preparing its opinion, the exchange ratio was fair, from a financial point of view, to Alcoa.

In arriving at its opinion, J.P. Morgan, among other things:

•

reviewed a draft dated March 11, 2024 of the Transaction Agreement;

•

reviewed certain publicly available business and financial information concerning Alcoa and Alumina Limited and the industries in which they operate;

•

reviewed certain internal financial analyses and forecasts prepared by or at the direction of the management of Alcoa relating to its business and the business of Alumina Limited, as well as the estimated amount and timing of the cost savings and related expenses and synergies expected to result from the Transaction (the “Synergies”); and

•

performed such other financial studies and analyses and considered such other information as J.P. Morgan deemed appropriate for the purposes of its opinion.

In addition, J.P. Morgan held discussions with certain members of the management of Alcoa with respect to certain aspects of the Transaction, and the past and current business operations of Alcoa and Alumina Limited, the financial condition and future prospects and operations of Alcoa and Alumina Limited, the effects of the Transaction on the financial condition and future prospects of Alcoa, and certain other matters J.P. Morgan believed necessary or appropriate to its inquiry.

In giving its opinion, J.P. Morgan relied upon and assumed the accuracy and completeness of all information that was publicly available or was furnished to or discussed with J.P. Morgan by Alcoa or otherwise reviewed by or for J.P. Morgan. J.P. Morgan did not independently verify any such information or its accuracy or completeness, and pursuant to its engagement letter with Alcoa, J.P. Morgan did not assume any obligation to undertake any such independent verification. J.P. Morgan did not conduct and was not provided with any valuation or appraisal of any assets or liabilities, nor did J.P. Morgan evaluate the solvency of Alumina Limited or Alcoa under any state or federal laws relating to bankruptcy, insolvency or similar matters. In relying on financial analyses and forecasts provided to J.P. Morgan or derived therefrom, including the Synergies, J.P. Morgan assumed that they were reasonably prepared based on assumptions reflecting the best currently available estimates and judgments by management as to the expected future results of operations and financial condition of Alumina Limited and Alcoa to which such analyses or forecasts relate. J.P. Morgan expressed no view as to such analyses or forecasts (including the Synergies) or the assumptions on which they were based. J.P. Morgan also assumed that the Transaction and the other transactions contemplated by the Transaction Agreement will have the tax consequences described in discussions with, and materials furnished to J.P. Morgan by, representatives of Alcoa, and will be consummated as described in the Transaction Agreement, and that the definitive Transaction Agreement will not differ in any material respects from the draft thereof furnished to J.P. Morgan. J.P. Morgan also assumed that the representations and warranties made by Alcoa, Alcoa Bidder and Alumina Limited in the Transaction Agreement and the related agreements were and will be true and correct in all respects material to its analysis. J.P. Morgan is not a legal, regulatory or tax expert and relied on the assessments made by advisors to Alcoa with respect to such issues. J.P. Morgan further assumed that all material governmental, regulatory or other consents and approvals necessary for the consummation of the Transaction will be obtained without any adverse effect on Alcoa or Alumina Limited or on the contemplated benefits of the Transaction.

The Alcoa Management Projections furnished to J.P. Morgan were prepared by the management of Alcoa as discussed above more fully under the section entitled “Summary of Certain Financial Projections Provided to Alcoa’s Board of Directors and Alcoa’s Financial Advisor.” Alcoa does not publicly disclose internal management projections of the type provided to J.P. Morgan in connection with J.P. Morgan’s analysis of the Transaction, and such projections were not prepared with a view toward public disclosure. These projections were based on numerous variables and assumptions that are inherently uncertain and may be beyond the control of Alcoa’s management, including, without limitation, factors related to general economic and competitive conditions and prevailing interest rates. Accordingly, actual results could vary significantly from those set forth in such projections.

For more information regarding the use of projections and other forward-looking statements, please refer to the sections entitled “—Summary of Certain Financial Projections Provided to Alcoa’s Board of Directors and Alcoa’s Financial Advisor.”

J.P. Morgan’s opinion was necessarily based on economic, market and other conditions as in effect on, and the information made available to J.P. Morgan as of, the date of such opinion. J.P. Morgan’s opinion noted that subsequent developments may affect J.P. Morgan’s opinion, and that J.P. Morgan does not have any obligation to update, revise, or reaffirm such opinion. J.P. Morgan’s opinion is limited to the fairness, from a financial point of view, of the exchange ratio in the proposed Transaction, and J.P. Morgan has expressed no opinion as to the fairness of the exchange ratio to the holders of any class of securities, creditors or other constituencies of Alcoa or as to the underlying decision by Alcoa to engage in the Transaction. J.P. Morgan expressed no opinion with respect to the fairness of any type of funding, whether in the form of an equity investment, loan or otherwise, required to be provided by Alcoa or any of its affiliates to AWAC pursuant to the Transaction Agreement. Furthermore, J.P.

Morgan expressed no opinion with respect to the amount or nature of any compensation to any officers, directors, or employees of any party to the Transaction, or any class of such persons relative to the exchange ratio or with respect to the fairness of any such compensation. J.P. Morgan expressed no opinion as to the price at which Alumina Limited Shares, New Alcoa CDIs or Alcoa common stock will trade at any future time.

The terms of the Transaction Agreement, including the exchange ratio, were determined through arm’s length negotiations between Alcoa and Alumina Limited, and the decision to enter into the Transaction Agreement was solely that of Alcoa’s board of directors. J.P. Morgan’s opinion and financial analyses were only one of the many factors considered by Alcoa’s board of directors in its evaluation of the proposed Transaction and should not be viewed as determinative of the views of Alcoa’s board of directors or management with respect to the proposed Transaction or the exchange ratio.

In accordance with customary investment banking practice, J.P. Morgan employed generally accepted valuation methodologies in rendering its opinion to the Alcoa board of directors on March 11, 2024 and in the financial analysis presented to the Alcoa board of directors on March 10, 2024 in connection with the rendering of such opinion. The following is a summary of the material financial analyses utilized by J.P. Morgan in connection with rendering its opinion to the Alcoa board of directors and does not purport to be a complete description of the analyses or data presented by J.P. Morgan. Some of the summaries of the financial analyses include information presented in tabular format. The tables are not intended to stand alone, and in order to more fully understand the financial analyses used by J.P. Morgan, the tables must be read together with the full text of each summary. Considering the data set forth below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of J.P. Morgan’s analyses.

Discounted Cash Flow Analysis

J.P. Morgan conducted a discounted cash flow analysis for the purpose of determining implied fully diluted equity values per share for Alcoa common stock and Alumina Limited Shares. Utilizing the Alcoa Management Projections (which were discussed with, and approved by, the Alcoa Board for use by J.P. Morgan in connection with its financial analyses and are further described in the section entitled “Summary of Certain Financial Projections Provided to Alcoa’s Board of Directors and Alcoa’s Financial Advisor”), J.P. Morgan calculated the unlevered free cash flows that each of Alcoa and Alumina Limited are expected to generate and also calculated a range of terminal values for Alcoa and Alumina Limited at the end of the period reflected in such forecasts by applying perpetual growth rates ranging from (0.5)% to 0.5% to the estimates of the unlevered terminal free cash flows for each of Alcoa and Alumina Limited in the last year of such forecasts. J.P. Morgan then discounted the unlevered free cash flow estimates and the range of terminal values to present value as of December 31, 2023 using discount rates ranging from 10.75% to 11.75% for Alcoa and 9.5% to 10.50% for Alumina Limited, which ranges were chosen by J.P. Morgan based upon an analysis of the weighted average cost of capital of Alcoa and Alumina Limited, respectively. The present values of the unlevered free cash flow estimates and the range of terminal values were then adjusted by subtracting the net debt for each of Alcoa and Alumina Limited, as applicable, as of December 31, 2023.

Based on the foregoing, this analysis indicated the following ranges of implied per share equity value for Alcoa common stock and Alumina Limited Shares:


	Implied Per Share Equity Value
	Low		High
Alcoa Discounted Cash Flow	$	22.35	$	28.50
Alumina Limited Discounted Cash Flow	$	0.70	$	0.90

The ranges of implied per share equity values for Alcoa common stock were compared to the closing share prices of Alcoa common stock of $29.85 on March 8, 2024, the trading day immediately preceding the date on which

J.P. Morgan rendered its opinion and for Alumina Limited Shares were compared to the closing share prices of Alumina Limited Shares of $0.81 on March 8, 2024, the trading day immediately preceding the date on which J.P. Morgan rendered its opinion and the implied value per Alumina Limited Share of the Scheme Consideration of $0.85 based on the exchange ratio of 0.02854 and the closing share prices of Alcoa common stock of $29.85 on March 8, 2024. Alumina Limited is an Australian company, and Alumina Limited Shares trade on the Australian Securities Exchange in Australian dollars. For purposes of J.P. Morgan’s analyses, J.P. Morgan converted Alumina Limited Shares stock price as of March 8, 2024, the trading day immediately preceding the date on which J.P. Morgan rendered its opinion, to U.S. dollars at the then-current exchange rate.

Relative Value Analysis

J.P. Morgan compared the results for Alcoa to the results for Alumina Limited with respect to the discounted cash flow analyses described above. J.P. Morgan compared the lowest equity value per share for Alcoa to the highest equity value per share for Alumina Limited to derive the highest exchange ratio implied by each pair of results. J.P. Morgan also compared the highest equity value per share for Alcoa to the lowest equity value per share for Alumina Limited to derive the lowest exchange ratio implied by each pair of results. The ranges of implied exchange ratios resulting from this analysis were:


	Implied Exchange Ratios
	Low		High
Discounted Cash Flow		0.0248x		0.0401x

The ranges of implied exchange ratios resulting from the foregoing analysis were compared to (i) the exchange ratio of 0.02854x, as contemplated in the Transaction Agreement and (ii) the implied ratio of the trading prices of Alcoa common stock and Alumina Limited Shares of 0.0271x on March 8, 2024, the trading day immediately preceding the date on which J.P. Morgan rendered its opinion.

Intrinsic Value Creation Analysis

J.P. Morgan conducted an analysis of the theoretical value creation to Alcoa that compared the estimated equity value of Alcoa and Alumina Limited on a standalone basis, based on the midpoint value determined in J.P. Morgan’s discounted cash flow analyses described above, to the estimated implied equity value of the ownership in the combined company pro forma for the Transaction.

J.P. Morgan calculated the total pro forma value of Alcoa after the consummation of the Transaction by (1) adding the sum of (a) the equity value of Alcoa on a stand-alone basis of approximately $4,590 million, using the midpoint value determined in J.P. Morgan’s discounted cash flow analysis of Alcoa described above, (b) the implied equity value of Alumina Limited on a stand-alone basis of approximately $2,302 million, using the midpoint value determined in J.P. Morgan’s discounted cash flow analysis of Alumina Limited described above, and (c) the estimated present value of the Synergies, as reflected in estimates Alcoa’s management provided to J.P. Morgan for use in connection with its analysis, in the aggregate amount of approximately $68 million, (2) subtracting estimated transaction expenses, in an aggregate amount of approximately $56 million, as estimated by the management of Alcoa, and (3) multiplying such result by the pro forma fully diluted equity ownership of the combined company by the existing holders of Alcoa equity securities of approximately 68.75% of Alcoa. This analysis indicated that the Transaction implied a value creation to Alcoa of approximately $156 million, or 3.4%, compared to the estimated standalone equity value of Alcoa. There can be no assurance, however, that the implied Synergies, transaction-related expenses and other impacts referred to above will not be substantially greater or less than those estimated by Alcoa’s management and described above.

Miscellaneous

The foregoing summary of certain material financial analyses does not purport to be a complete description of the analyses or data presented by J.P. Morgan. The preparation of a fairness opinion is a complex process and is

not necessarily susceptible to partial analysis or summary description. J.P. Morgan believes that the foregoing

summary and its analyses must be considered as a whole and that selecting portions of the foregoing summary and these analyses, without considering all of its analyses as a whole, could create an incomplete view of the processes underlying the analyses and its opinion. As a result, the ranges of valuations resulting from any particular analysis or combination of analyses described above were merely utilized to create points of reference for analytical purposes and should not be taken to be the view of J.P. Morgan with respect to the actual value of Alcoa or Alumina Limited. The order of analyses described does not represent the relative importance or weight given to those analyses by J.P. Morgan. In arriving at its opinion, J.P. Morgan did not attribute any particular weight to any analyses or factors considered by it and did not form an opinion as to whether any individual analysis or factor (positive or negative), considered in isolation, supported or failed to support its opinion. Rather, J.P. Morgan considered the totality of the factors and analyses performed in determining its opinion.

Analyses based upon forecasts of future results are inherently uncertain, as they are subject to numerous factors or events beyond the control of the parties and their advisors. Accordingly, forecasts and analyses used or made by J.P. Morgan are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by those analyses. Moreover, J.P. Morgan’s analyses are not and do not purport to be appraisals or otherwise reflective of the prices at which businesses actually could be acquired or sold.

As a part of its investment banking business, J.P. Morgan and its affiliates are continually engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, investments for passive and control purposes, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements and valuations for corporate and other purposes. J.P. Morgan was selected to advise Alcoa with respect to the Transaction and deliver an opinion to Alcoa’s board of directors with respect to the Transaction on the basis of, among other things, such experience and its qualifications and reputation in connection with such matters and its familiarity with Alcoa and the industries in which it operates.

Alcoa has agreed to pay J.P. Morgan a fee of $9 million, $2 million of which became payable to J.P. Morgan at the time J.P. Morgan delivered its opinion and the remainder of which is contingent and payable upon the consummation of the Transaction. In addition, Alcoa may, in its sole discretion, pay J.P. Morgan an additional fee of $2 million which, if payable, would be payable upon the consummation of the Transaction. In addition, Alcoa has agreed to reimburse J.P. Morgan for certain of its expenses incurred in connection with its services, including the fees and disbursements of counsel, and will indemnify J.P. Morgan against certain liabilities arising out of J.P. Morgan’s engagement.

During the two years preceding the date of J.P. Morgan’s opinion, J.P. Morgan and its affiliates have had commercial or investment banking relationships with Alcoa for which J.P. Morgan and such affiliates have received customary compensation. Such services during such period have included acting as sole lead arranger on a revolving credit facility in June 2022 and as a lead-left bookrunner on a bond offering in March 2024. During the two years preceding the date of J.P. Morgan’s opinion, J.P. Morgan and its affiliates have had commercial or investment banking relationships with CITIC Group Corporation, a significant shareholder of Alumina Limited, for which J.P. Morgan and such affiliates have received customary compensation. Such services during such period have included acting as joint lead manager and joint bookrunner on a bond offering in April 2022. In addition, J.P. Morgan’s commercial banking affiliate is an agent bank and a lender under outstanding credit facilities of Alcoa, for which it receives customary compensation or other financial benefits. During the two years preceding the date of J.P. Morgan’s opinion, neither J.P. Morgan nor its affiliates have had any material financial advisory or other material commercial or investment banking relationships with Alumina Limited. In addition, J.P. Morgan and its affiliates hold, on a proprietary basis, less than 1% of the outstanding common shares of Alcoa and Alumina Limited. In the ordinary course of their businesses, J.P. Morgan and its affiliates may actively trade the debt and equity securities or financial instruments (including derivatives, bank loans or other obligations) of Alcoa or Alumina Limited for their own accounts or for the accounts of customers and, accordingly, may at any time hold long or short positions in such securities or other financial instruments. During the two year period preceding the date of J.P. Morgan’s opinion, the aggregate fees recognized by J.P. Morgan from Alcoa and CITIC Group Corporation were approximately $2 million and $12 million, respectively.

Interests of Alcoa Executive Officers and Directors in the Transaction

None of Alcoa’s executive officers is expected to receive any severance or other compensation as a result of the transaction contemplated by the Transaction Agreement, including the implementation of the Scheme. In particular, there are no payments or benefits that Alcoa’s executive officers may receive that would be required to be disclosed pursuant to Item 402(t) of Regulation S-K.

Accounting Treatment

The Transaction consists in substance of the acquisition of Alumina Limited’s noncontrolling interest in AWAC and the assumption of indebtedness. The Transaction will be accounted for as an equity transaction under U.S. GAAP in accordance with ASC 810. The financial condition and results of operations of Alcoa after closing of the Scheme will include the financial condition and results of operations of Alumina Limited.

Board of Directors of Alcoa Following the Transaction

Alcoa’s board of directors is currently composed of 10 members. Pursuant to the terms of the Transaction Agreement, Alcoa will appoint two existing Alumina Limited board members who are Australian residents or citizens to join Alcoa’s board of directors. The identity of those appointees will be mutually agreed by Alcoa and Alumina Limited, and their appointment will have effect on and from the date of implementation of the Scheme, at which time the size of Alcoa’s board of directors will increase to 12 members.

Federal Securities Laws Consequences; Stock Transfer Restrictions

The New Alcoa Shares, New Alcoa CDIs and New Alcoa Preferred Stock to be issued in the Transaction have not been, and are not expected to be registered under the Securities Act of 1933 (the “Securities Act”) or the securities laws of any other jurisdiction. The New Alcoa Shares, New Alcoa CDIs and New Alcoa Preferred Stock to be issued in the Transaction will be issued pursuant to an exemption from the registration requirements provided by Section 3(a)(10) of the Securities Act based on the approval of the Transaction by the Court.

Section 3(a)(10) of the Securities Act exempts securities issued in exchange for one or more bona fide outstanding securities from the general registration requirement of the Securities Act where the fairness of the terms and conditions of the issuance and exchange of such securities have been approved by a court of competent jurisdiction that is expressly authorized by law to grant such approval, after a hearing upon the substantive and procedural fairness of the terms and conditions of such issuance and exchange at which all persons to whom it is proposed to issue the securities have the right to appear and to whom adequate notice of the hearing has been given. If the Court approves the Transaction, its approval will constitute the basis for the New Alcoa Shares, New Alcoa CDIs and New Alcoa Preferred Stock to be issued without registration under the Securities Act in reliance on the exemption from the registration requirements of the Securities Act provided by Section 3(a)(10) of the Securities Act.

The New Alcoa Shares to be issued by Alcoa in the Transaction to Alumina Limited shareholders will be freely transferable under United States federal securities laws, except by persons who are deemed to be “affiliates” (as that term is defined under the Securities Act) of Alcoa, including persons who are deemed to have been affiliates of Alcoa within 90 days before the date of the closing of the Transaction. In the event that the New Alcoa Shares to be issued by Alcoa in the Transaction are in fact held by affiliates of Alcoa, those holders may resell the shares (1) in accordance with the provisions of Rule 144 promulgated under the Securities Act or (2) as otherwise permitted under the Securities Act. Rule 144 generally provides that “affiliates” of Alcoa may not sell securities of Alcoa received in the Transaction unless the sale is effected in compliance with the volume, current public information, manner of sale and timing limitations set forth in such rule. These limitations generally permit, subject to minimum holding periods, sales made by an affiliate in any three-month period that do not exceed the greater of 1% of the outstanding shares of Alcoa common stock or the average weekly reported trading volume in

such securities over the four calendar weeks preceding the placement of the sale order, provided that the sales are made in unsolicited, open market “broker transactions” and that current public information on Alcoa is available. Persons who may be deemed to be affiliates of an issuer generally include individuals or entities that directly or indirectly control, are controlled by, or are under common control with, that issuer and may include officers and directors of the issuer as well as beneficial owners of 10% or more of any class of capital stock of the issuer.

Material United States Federal Income Tax Consequences of the Transaction

There are no material U.S. federal income tax consequences to Alcoa’s existing stockholders that will result from the issuance of shares of Alcoa common stock in the Transaction.

Litigation Related to the Transaction

There are currently no legal proceedings relating to the Transaction.

NO APPRAISAL RIGHTS

Under Delaware law, holders of shares of Alcoa common stock are not entitled to appraisal rights in connection with the Transaction or any of the matters to be acted on at the Special Meeting.

REGULATORY AND OTHER APPROVALS REQUIRED FOR THE TRANSACTION

Alumina Limited Shareholder Approval

Subject to the Court granting orders at the First Court Date (i) that the Scheme Meeting be convened to consider and vote upon a resolution to approve the Transaction and (ii) approving the distribution of the Scheme Booklet, Alumina Limited will convene the Scheme Meeting. Under Section 411(4)(a)(ii) of the Australian Corporations Act, the resolution to approve the Transaction must be passed both (i) by a majority in number of Alumina Limited shareholders that are present and voting in person or by proxy, by attorney or, in the case of a corporation, by its duly appointed corporate representative, at the Scheme Meeting and (ii) by 75% of the votes cast on the resolution in person or by proxy. The Deed Poll will be executed by Alcoa and Alcoa Bidder prior to dispatch of the Scheme Booklet to Alumina Limited shareholders, but the obligations of Alcoa and Alcoa Bidder under the Deed Poll will remain subject to the Scheme becoming effective.

Australian Court Approval

•

ASIC provides the Court with a statement that it has no objection to the Transaction; or

•

If the resolution to approve the Transaction is passed at the Scheme Meeting and all other conditions to the Transaction are satisfied or waived, Alumina Limited will seek to obtain the approval of the Court on the Second Court Date. Alumina Limited intends to apply to ASIC for ASIC to provide to the Court a written statement that it has no objection to the Transaction.

If the Court approves the Transaction on the Second Court Date, a copy of the Court’s order will be filed with ASIC and the Scheme will become binding on all Alumina Limited shareholders (including those who voted against the resolution to approve the Transaction) on filing of that Court order with ASIC. On the Effective Date, the obligations of Alcoa and Alcoa Bidder under the Deed Poll will take effect and be binding.

It is expected that trading in Alumina Limited Shares on the ASX will be suspended from the close of trading on the Effective Date of the Scheme, which is expected to be one business day after the date of the Court’s approval on the Second Court Date. The Scheme Record Date (which will be the second business day after the Effective Date of the Scheme, or such other date as agreed by Alumina Limited and Alcoa) will be set to determine the Alumina Limited shareholders who will transfer their Alumina Limited shares and be entitled to receive the Scheme Consideration. It is expected that the Scheme Consideration will be provided to Alumina Limited shareholders on the fifth business day following the Scheme Record Date (or such other date as approved by ASX) and the Transaction will be implemented on that date.

Australian Foreign Investment Approval

Under Australia’s FATA, certain transactions may not be completed by a “foreign person” (such as Alcoa or Alcoa Bidder) unless notice has been given to the Federal Treasurer and the Federal Treasurer has either provided notice under the FATA that there is no objection to the proposed acquisition or the statutory period has expired without the Federal Treasurer objecting. As part of its review, Australia’s FIRB will seek the views of other government agencies, including the ACCC.

Australian Competition and Consumer Commission Approval

Section 50 of the CCA prohibits the acquisition of shares or assets that would have the effect, or be likely to have the effect, of substantially lessening competition in any Australian market. The ACCC is responsible for enforcing Section 50 of the CCA.

Alcoa filed an application for confidential pre-assessment with the ACCC on March 14, 2024.

Brazil Administrative Council for Economic Defense Approval

Under the Competition Law, the Transaction may not be completed until a notification has been filed and approval has been granted by CADE. Upon its investigation, CADE can decide to approve the transaction unconditionally, prolong the investigation, impose remedies or conditions or prohibit the Transaction.

Alcoa and Alumina Limited jointly filed an application for CADE approval on April 16, 2024 (Australian Eastern Standard Time).

NYSE and ASX Listing

Alcoa has agreed to obtain listing approval from the NYSE for the shares of Alcoa common stock to be issued or issuable in the Transaction. Alcoa has also agreed to establish a secondary “foreign exempt” listing on the ASX to allow Alumina Limited shareholders to trade shares of Alcoa common stock via New Alcoa CDIs on the ASX. Approval of the NYSE and the ASX for the listing of the shares of Alcoa common stock and the New Alcoa CDIs, respectively, is a condition precedent to the completion of the Transaction, and if either approval is not obtained, the Transaction may not be completed.

INFORMATION ABOUT THE COMPANIES

Alcoa Corporation

Alcoa Corporation, a Delaware corporation, is a global industry leader in bauxite, alumina and aluminum products. Alcoa is active in all aspects of the upstream aluminum industry with bauxite mining, alumina refining, and aluminum smelting and casting. Alcoa has direct and indirect ownership of 27 locations across nine countries on six continents.

Alcoa’s operations comprise two reportable business segments: Alumina and Aluminum. The Alumina segment primarily consists of a number of affiliated operating entities held in AWAC. This segment consists of Alcoa’s worldwide refining system, including the mining of bauxite, which is then refined into alumina, a compound of aluminum and oxygen that is the raw material used by smelters to produce aluminum metal. The Aluminum segment consists of Alcoa’s aluminum smelting and casting operations along with most of Alcoa’s energy production assets. Alcoa smelts and casts aluminum in various shapes and sizes for global customers, including developing and creating various alloy combinations for specific applications.

Alcoa Corporation became an independent, publicly traded company on November 1, 2016, following its separation from its former parent company, Alcoa Inc. The principal trading market for Alcoa common stock (NYSE: AA) is the NYSE. Alcoa’s principal executive office is located at 201 Isabella Street, Suite 500, Pittsburgh, Pennsylvania 15212. Its telephone number is (412) 315-2900. Additional information about Alcoa is included in documents and/or incorporated by reference into this proxy statement or can be found at Alcoa’s website at www.alcoa.com (the contents of which are not part of this proxy statement). See “Where You Can Find More Information” beginning on page 104.

Alumina Limited

Alumina Limited is a company registered in Victoria, Australia and governed by the Corporations Act. Alumina Limited Shares are listed on ASX. Alumina Limited also has American Depositary Shares traded on the over-the-counter market in the United States in a program administered by the Bank of New York Mellon as depositary.

Alumina Limited is the 40% partner in the AWAC joint venture which includes a portfolio of assets in Australia, Brazil, Spain, Saudi Arabia and Guinea, including globally leading bauxite mines and alumina refineries. AWAC also has a 55% interest in the Portland aluminum smelter in Victoria, Australia. Alcoa holds the remaining 60% interest in AWAC and is the operator of the AWAC joint venture.

The principal executive offices of Alumina Limited are located at Level 36, 2 Southbank Boulevard, Southbank Victoria 3006. Alumina Limited’s telephone number is +61 (0)3 8699 2600.

Additional information about Alumina Limited can be found at www.AluminaLimited.com. See “Where You Can Find More Information” beginning on page 104 of this proxy statement. The information provided on Alumina Limited’s website is not part of this proxy statement and is not incorporated by reference.

Alumina Limited Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following Alumina Limited Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with Alumina Limited’s consolidated financial statements and the accompanying notes thereto included elsewhere in this proxy statement. Unless otherwise stated, the annual information included herein is based on Alumina Limited’s consolidated financial statements, which have been prepared in accordance with the IFRS Accounting Standards, which differs in a number of significant respects from U.S. GAAP.

Overview

Alumina Limited is an Australian company listed on the Australian Securities Exchange (“ASX”) and trades on the over-the-counter market in the United States.

Alumina Limited owns, directly or indirectly, a 40% share in the affiliated entities that comprise the Alcoa World Alumina and Chemicals (“AWAC”) joint venture. AWAC has a portfolio of assets in Australia, Brazil, Spain, Saudi Arabia and Guinea, including globally leading bauxite mines and alumina refineries. AWAC also has a 55% interest in the Portland aluminum smelter in Victoria, Australia.

AWAC was formed in January 1994 as a result of a combination by Alcoa and Alumina Limited’s predecessor, Western Mining Corporation (“WMC Limited”), of their respective bauxite, alumina and alumina-based chemicals businesses and investments and certain smelting operations. Alumina Limited was created in 2002 as a result of WMC Limited’s alumina assets being demerged from its nickel, copper and fertilizer businesses.

Alumina Limited predominantly derives its income from its minority interest in AWAC’s operations, and therefore is dependent on those factors, including market and economic conditions, that impact AWAC.

AWAC’s joint venture partner and operator is Alcoa, which owns the remaining 60% interest in AWAC. For further information on Alcoa, see “Information about the Companies—Alcoa Corporation” beginning on page 68 of this proxy statement.

Most of the operations that comprise the Alumina segment of Alcoa are part of AWAC. As a result, the key drivers of the financial performance of the AWAC joint venture (with the exception of certain AWAC interests described in “Note A. Basis of Presentation—Principles of Consolidation” in Alcoa’s financial statements for the year ended December 31, 2023, incorporated by reference into this proxy statement) are further described in the disclosures concerning the Alumina segment of Alcoa, included in Alcoa’s financial statements and other information incorporated by reference in this proxy statement. It should be noted that, unlike Alumina Limited, Alcoa reports under U.S. GAAP.

Business Update

2023 was a challenging year with a culmination of cost pressures, mining permit approval delays and declining alumina prices impacting the performance of the AWAC business. These factors resulted in a net loss after tax for Alumina Limited for the year ended December 31, 2023 of $150.1 million, representing a decrease of $254.1 million as compared to 2022.

Alumina Limited renegotiated its syndicated facility in June 2023 to increase its limit from $350 million to $500 million to provide additional headroom to weather the disappointing results experienced in 2023 and support AWAC portfolio actions. An additional tranche of $150 million was added with a maturity in January 2026 and the maturity of an existing tranche was also extended from July 2024 to June 2027 in line with Alumina Limited’s treasury policy.

In December 2023, Alcoa announced it was taking action at the San Ciprián refinery to reduce losses and to work towards a long-term solution, including asking regional and national governments to identify all potential forms of relief and engaging with workers’ representatives of the refinery regarding the ongoing financial losses. More recently, in January 2024, the curtailment of the Kwinana refinery in Western Australia was announced.

Basis of Presentation

Alumina Limited’s consolidated financial statements:

•

incorporate assets, liabilities and results of operations of all Alumina Limited’s subsidiaries and equity accounts for its interests in associates. For the list of the Company’s associates and subsidiaries refer

Notes 2(a) and 3 of the Alumina Limited financial statements for the year ended December 31, 2023, respectively, which are included in this proxy statement.

•

have been prepared in accordance with the IFRS Accounting Standards.

•

have been prepared under the historical cost convention method, as modified by the revaluation of certain financial assets and liabilities (including derivative instruments) at fair value through profit or loss.

•

include amounts that have been rounded to the nearest hundred thousand dollars.

•

are presented in U.S. dollars, except where otherwise required.

•

adopted all new and amended accounting standards, applicable to Alumina Limited, and the IFRS Accounting Standards that are effective for the annual reporting period beginning January 1, 2023.

•

do not early adopt Accounting Standards, applicable to Alumina Limited, and Interpretations that have been issued or amended but were not yet effective as at December 31, 2023.

As noted above, the financial information included in this Alumina Limited Management’s Discussion and Analysis is presented in accordance with the IFRS Accounting Standards.

The financial statements of the entities forming AWAC, other than Alcoa of Australia Limited, are prepared in accordance with U.S. GAAP. For these entities, adjustments are made by Alumina Limited to convert the accounting policies under U.S. GAAP to the IFRS Accounting Standards. The principal adjustments are to create an additional asset retirement obligation for dismantling, removal and restoration of certain refineries, differences in the recognition of actuarial gains and losses on certain defined pension plans and the reversal of certain fixed asset uplifts included in Alcoa World Alumina Brasil Ltda. In arriving at the value of these adjustments, management is required to use accounting estimates and exercise judgement in applying Alumina Limited’s accounting policies.

Alumina Limited’s financial statements for the year ended December 31, 2023 have been prepared on a going concern basis. In the event that the Transaction completes, a Review Event under Alumina’s syndicated revolving cash advance facility may arise. As a result, there is a material uncertainty that may cast significant doubt about Alumina Limited’s ability to continue as a going concern. See “Basis of preparation - going concern” in the Notes to Alumina Limited’s financial statements for the year ended December 31, 2023 and quarter ended March 31, 2024, attached as Annex C to this proxy statement, for additional information.

Unless otherwise specified, all references to “dollars,” “$,” or “USD” in the financial information included herein shall mean U.S. dollars.

Key Components of Alumina Limited’s Results of Operations

Income from related parties

Alumina Limited’s income from related parties relates to income received from parent entity guarantees issued to a related entity.

Interest income

Alumina Limited’s interest income relates to interest received on short term bank deposits and cash held at banks.

Share of net profit/(loss) of associates accounted for using the equity method

Alumina Limited’s investment in AWAC is accounted for using the equity method. Under this method, the investment carrying value and share of profits is measured by taking 40% of AWAC’s net assets and net profit after tax.

General and administrative expenses

Alumina Limited’s general and administrative expenses primarily pertain to employee benefits. Liabilities for salaries and annual leave are recognized in current provisions (i.e., short-term employee benefits), and are measured as the amount unpaid at the reporting date at expected pay rates in respect of employees’ services up to that date, including related on-costs.

Alumina Limited’s liability for long-service leave is recognized in the non-current provision for employee benefits and measured as the present value of expected future payments to be made in respect of services provided by employees up to the reporting date. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service. Expected future payments are discounted using market yields at the end of the reporting period of high-quality corporate bonds with terms to maturity and currency that match, as closely as possible, the estimated future cash flows.

Fixed annual remuneration for all Alumina Limited employees includes superannuation. Alumina Limited contribution of 11 percent (10.5 percent prior to July 1, 2023) of basic salary to the employee elected superannuation fund. Alumina Limited contributions are capped at the maximum annual super guarantee contribution, employees also have the option to make voluntary contributions to their account. Employer contributions to these funds are recognized as an expense.

Finance costs

Alumina Limited’s finance costs primarily represent the cost of borrowings under Alumina Limited’s syndicated facility.

Borrowings are initially recognized at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortized cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognized in profit or loss over the period of the borrowings using the effective interest method.

Fees paid on establishment of loan facilities are recognized as transaction costs to the extent that it is probable that some or all of a facility will be drawn down. In this case, the fee is deferred until the draw down occurs. To the extent there is no evidence that it is probable that some or all of a facility will be drawn down, the fee is capitalized as a prepayment for the liquidity services and amortized over the period of the facility to which it relates.

Factors Affecting Alumina Limited’s Results of Operations

Alumina Limited predominantly derives its income from AWAC’s operations, and therefore is dependent on those market conditions and cost factors that impact AWAC. Alumina Limited’s equity interest in AWAC forms one reportable segment in Alumina Limited’s financial statements.

Alumina Limited is the 40% partner in the AWAC joint venture with a portfolio of assets in Australia, Brazil, Spain, Saudi Arabia and Guinea, including globally leading bauxite mines and alumina refineries. Below is a summary of certain metrics related to AWAC’s performance (on a 100% basis) for the quarters ended March 31, 2024 and 2023, and the fiscal years ended December 31, 2023, 2022 and 2021.


	Quarter ended March 31,				Year Ended December 31,
Alumina (AWAC-Operated Refineries)	2024		2023		2023		2022		2021
Production (million tonnes)		2.5		2.6		10.3		11.8		12.6
Average realized alumina price ($/tonne)		362		359		352		371		321
Cash cost per tonne of alumina produced		301		311		308		304		236
Margin¹ ($/tonne)		61		48		44		67		85
Platts FOB Australia – one month lag ($/tonne)		356		346		343		364		324
Cash cost per bone dry tonne (“BDT”) of bauxite produced		12.8		12.5		12.9		12.9		11.4

¹	Calculated as average realized price less cash cost of production.

Alumina Production

As a result of a prolonged annual mine plan approvals process, production at the Pinjarra and Kwinana refineries was impacted by mining lower bauxite grades at the Huntly mine, starting from April 2023. In December 2023, the WA Government approved AWAC’s latest five-year mine plan, known as the 2023-2027 Mining and Management Program (“MMP”), for its Huntly and Willowdale bauxite mines.

In addition, the WA Government granted an exemption that allows AWAC to continue its mining operations while the WA Environmental Protection Authority undertakes a separate environmental impact assessment of the MMP.

During 2023, the San Ciprián refinery continued to operate at around 50% of capacity, after production was reduced in the second half of 2022. As announced in December 2023, discussions commenced on the future of San Ciprián refinery.

Production at the Alumar refinery was affected by a ship to-shore conveyance system failure, alumina ship loader maintenance as well as country wide power outages.

Across the system there was increased planned and unplanned maintenance activity, carried out in line with the objective of improving system stability and operational performance.

The cost of production in 2022 had increased significantly from 2021 due, predominantly to, rising energy prices in Spain and higher caustic prices. The rising input costs were compounded by the effect of reduced volume at the refineries. In 2023, the energy prices, while still elevated, had started to decline resulting in an improved cost of production. This was offset by the increased cost per tonne due to lower production volumes and higher maintenance costs. In the quarter ended March 31, 2024, the cost of production reduced from the corresponding period in 2023, with lower input prices of caustic and energy partially offset by increased costs as a result of the lower production.

Ma’aden Joint Venture

Ma’aden refinery production attributable to AWAC in 2023 decreased by 0.5% from 2022 to 0.442 million tonnes of alumina, operating at 98% of nameplate capacity. The equity accounted loss for the Ma’aden Joint venture was $47.5 million during 2023 (2022: $39.5 million equity loss). The result was predominantly driven by a lower realized alumina price. The production in the quarter ended March 31, 2024 was 0.113 million tonnes (2023: 0.109 million tonnes).

Third Party Bauxite Sales

AWAC’s shipments to third party customers in the year ended December 31, 2023 increased by 4.1 million BDT to 7.6 million BDT, as compared to 2022, with the increase mainly from additional sales from the Compagnie des Bauxites de Guinée (CBG) mine in Guinea.¹

Third party revenue increased in the year ended December 31, 2023 by 182% to $464.3 million, as compared to 2022, due to increased shipments and a higher average realized bauxite price (includes freight revenue of $128.4 million for 2023 (2022: $36.7 million).

Portland

AWAC has a 55% interest in the Portland aluminum smelter in Victoria, Australia. Portland’s aluminum production attributable to AWAC in 2023 decreased by 1.9% to 0.156 million tonnes of alumina. In March 2023 production rates were reduced to approximately 75% of capacity, due to operational instability and challenges related to production of rodded anodes. The production in the quarter ended March 31, 2024 was 0.039 million tonnes (2023: 0.042 million tonnes).

Based on the terms of its bauxite supply contracts, AWAC’s bauxite purchases from the Mineração Rio do Norte S.A. (“MRN”) mine in Brazil, and Compagnie des Bauxites de Guinée (CBG) mine in Guinea, differ from their proportional equity in those mines; the sale of MRN was completed in the first half of calendar year 2022.

Results of Operations

The discussion that follows includes a comparison of Alumina Limited results of operations for the fiscal years ended December 31, 2023, 2022 and 2021 and the fiscal quarters ended March 31, 2024 and 2023.


	Quarter ended March 31,						Year Ended December 31,
($, in millions)	2024			2023			2023			2022			2021
Income from related parties		0.0			0.1			0.4			0.3			0.0
Interest income		0.0			0.1			0.1			0.4			0.0
Share of net profit/(loss) of associates accounted for using the equity method		(41.6	)		0.8			(119.4	)		120.1			204.6
General and administrative expenses		(5.6	)		(3.4	)		(11.6	)		(12.5	)		(13.3	)
Foreign exchange gains/(losses)		0.0			(0.0	)		0.2			0.1			0.0
Finance costs		(6.4	)		(3.8	)		(19.8	)		(4.4	)		(3.7	)
Profit/(loss) before income tax		(53.6	)		(6.2	)		(150.1	)		104.0			187.6

Income tax expense		—			—			—			—			—
Profit/(loss) attributable to the owners of Alumina Limited		(53.6	)		(6.2	)		(150.1	)		104.0			187.6

Profit/(loss) attributable to the owners of Alumina Limited

Net loss after tax for the quarter ended March 31, 2024 was $53.6 million, or an increase of $47.4 million as compared to the quarter ended March 31, 2023, due to a decrease in the share of net profit of associates, reflecting AWAC performance, as well as increased finance costs due to Alumina Limited’s higher debt levels.

Net loss after tax for the year ended December 31, 2023 was $150.1 million, representing a decrease of $254.1 million as compared to 2022, reflecting performance of underlying AWAC operations and increased finance cost due to refinancing activities and higher debt levels.

Net profit after tax for the year ended December 31, 2022 was $104.0 million, representing a decrease of $83.6 million as compared to 2021, reflecting weaker AWAC performance and therefore the decrease in the share of net profit of associates.

Income from related parties

Income from related parties for the quarter ended March 31, 2024 was nil, or a decrease of $0.1 million as compared to the quarter ended March 31, 2023, as a result of discontinued payments of parent company guarantee fees by the beneficiary of the guarantee.

Income from related parties for the year ended December 31, 2023 was $0.4 million, or an increase of $0.1 million, or 33%, as compared to 2022, as a result of increased payments of parent company guarantee fees by the beneficiary of the guarantee.

Income from related parties for the year ended December 31, 2022 was $0.3 million, or an increase of $0.3 million as compared to 2021, as a result of payments of parent company guarantee fees by the beneficiary of the guarantee.

Interest income

Interest income for the quarter ended March 31, 2024 was nil, or a decrease of $0.1 million as compared to the quarter ended March 31, 2023, due to lower interest income received on short term deposits and cash held at bank.

Interest income for the year ended December 31, 2023 was $0.1 million, or a decrease of $0.3 million, or 75%, as compared to 2022, due to lower interest income received on short term deposits and cash held at bank.

Interest income for the year ended December 31, 2022 was $0.4 million, or an increase of $0.4 million as compared to 2021, due to higher interest income received on short term deposits and cash held at bank.

Share of net profit/(loss) of associates accounted for using the equity method

Share of net loss of associates accounted for using the equity method for the quarter ended March 31, 2024 was $41.6 million, or a decrease of $42.4 million as compared to the quarter ended March 31, 2023, primarily as a result of Kwinana restructuring costs, partially offset by higher average realized alumina price and lower cost of production as a result of lower energy and caustic costs.

Share of net loss of associates accounted for using the equity method for the year ended December 31, 2023 was $119.4 million, or a decrease of $239.5 million as compared to 2022, primarily as a result of lower average realized prices of alumina and aluminum, higher production costs as a result of the lower quality of bauxite grades in Western Australia and negative movement in fair value of energy contracts, partially offset by lower taxes on lower earnings and a lower net charge for valuation allowances on certain deferred tax assets in 2023 and lower energy costs, primarily in Europe.

Share of net profit/(loss) of associates accounted for using the equity method for the year ended December 31, 2022 was $120.1 million, or a decrease of $84.5 million, or 41%, as compared to 2021, primarily as a result of lower alumina production and higher production costs as a result of higher caustic and energy prices, partially offset by higher average realized alumina price and favorable movement in fair value of energy contracts.

General and administrative expenses

General and administrative expenses for the quarter ended March 31, 2024 were $5.6 million, or an increase of $2.2 million, or 65%, as compared to the quarter ended March 31, 2023, primarily as a result of higher consultants and advisors fees associated with the current proposed transaction between Alcoa and Alumina Limited.

General and administrative expenses for the year ended December 31, 2023 were $11.6 million, or a decrease of $0.9 million, or 7%, as compared to 2022, primarily as a result of the weaker Australian dollar and lower employee compensation. General and administrative expenses for the year ended December 31, 2022 were $12.5 million, or a decrease of $0.8 million as compared to 2021, primarily as a result of the weaker Australian dollar.

Finance costs

Finance costs for the quarter ended March 31, 2024 were $6.4 million, or an increase of $2.6 million, or 68%, as compared to for the quarter ended March 31, 2023, primarily as a result of increased interest expenses as a result of higher market interest rates and a greater level of drawn debt under the syndicated facility.

Finance costs for the year ended December 31, 2023 were $19.8 million, or an increase of $15.4 million as compared to 2022, primarily as a result of increased interest expenses as a result of higher market interest rates and a greater level of drawn debt under the syndicated facility.

Finance costs for the year ended December 31, 2022 were $4.4 million, or an increase of $0.7 million, or 19%, as compared to 2021, primarily as a result of increased interest expenses as a result of higher market interest rates and a greater level of drawn debt under the syndicated facility.

Liquidity and Capital Resources

Alumina Limited’s management maintains sufficient cash and credit facilities to ensure Alumina Limited’s commitments and plans can be met. This is managed by maintaining committed credit facilities to cover reasonably expected forward cash requirements. In addition, the Scheme Implementation Deed contains certain limited, temporary arrangements regarding funding of AWAC equity calls, which would end no later than 1 September 2025 (subject to certain accelerated repayment triggers). In summary, the arrangements defer Alumina’s obligation to make required capital contributions to AWAC if Alumina’s net debt position exceeds $420 million. See clause 9.6 of the Scheme Implementation Deed (Annex A) for further detail.

Management believes that Alumina Limited’s cash on hand, projected cash flows, and liquidity options, combined with AWAC’s strategic actions, will be adequate to fund its short-term (at least 12 months) and long-term cash needs. As at March 31, 2024, the total drawn down debt on Alumina Limited’s syndicated facility was $363 million (December 31, 2023: $296 million) and Alumina Limited had full availability of remaining amounts under the facility. Alumina Limited has no significant debt maturities until 2025. For further information on Alumina Limited’s credit facilities refer to the ‘Syndicated Credit Facility’ section below.

Although management believes that Alumina Limited’s projected cash flows and other liquidity options will provide adequate resources to fund cash needs, Alumina Limited’s access to, and the availability of, financing on acceptable terms in the future will be affected by many factors, including: (i) Alumina Limited’s credit rating; (ii) the status of the overall capital markets, including the available terms and market liquidity; (iii) the current state of the economy and commodity markets, and (iv) short- and long-term debt ratings. There can be no assurances that the Company will continue to have access to capital markets on terms acceptable to Alumina Limited.

Changes in market conditions caused by global or macroeconomic events, such as ongoing regional conflicts, high inflation, and changing global monetary policies could have adverse effects on Alumina Limited’s ability to obtain additional financing and its cost of borrowing. AWAC’s inability to generate sufficient earnings could impact Alumina Limited’s ability to meet the financial covenants in its syndicated credit facility agreement and limit its ability to access these sources of liquidity or refinance or renegotiate our outstanding debt or credit agreements on terms acceptable to Alumina Limited.

Syndicated Credit Facility

Alumina Limited has a $500 million syndicated bank facility with tranches maturing in October 2025 ($100 million), January 2026 ($150 million), July 2026 ($150 million) and June 2027 ($100 million). As at 31 March 2024, there was US$363 million drawn against the syndicated facility. As of December 31, 2023, there was $296 million drawn against the syndicated facility, compared to $110 million as of December 31, 2022 and $65 million as of December 31, 2021.

Alumina Limited’s facility contains a financial covenant limiting the incurrence of indebtedness. As of March 31, 2024, Alumina Limited was in compliance with such covenant and could access the entire amount of commitments under the syndicated credit facility.

Alumina Limited’s cost of borrowing and ability to access the capital markets are affected not only by market conditions, but also by the short- and long-term debt ratings assigned to Alumina Limited’s debt by credit rating agencies. On April 9, 2024, Standard & Poors downgraded the rating of Alumina to BB and affirmed the current negative outlook.

Dividends

Alumina Limited’s historical dividend policy is to distribute free cash flow derived from net AWAC distributions less Alumina Limited’s corporate and finance costs, while taking into consideration its capital structure, any capital requirements for AWAC and market conditions. Alumina Limited’s board of directors determined not to declare an interim or final dividend in respect of 2023. With respect to 2022, an interim dividend of 4.2 cents per share was paid and no final dividend was declared.

Cashflows


	Quarter ended March 31,						Year Ended December 31,
($, in millions)	2024			2023			2023			2022			2021
Net cash inflow/(outflow) from operating activities		(5.4	)		(1.2	)		0.7			347.0			175.2
Net cash inflow/(outflow) from financing activities		67.0			87.0			186.0			(158.1	)		(178.6	)
Net cash inflow/(outflow) from investing activities		(60.5	)		(86.5	)		(189.1	)		(194.1	)		2.4

Net increase/(decrease) in cash and cash equivalents		1.1			(0.7	)		(2.4	)		(5.2	)		(1.0	)

Operating

Cash used in from operations in the quarter ended March 31, 2024 was $5.4 million, or an increase of $4.2 million from the quarter ended March 31, 2023, primarily driven by $3 million in additional finance costs paid and $1 million in higher payments to suppliers.

Cash provided from operations in the year ended December 31, 2023 was $0.7 million, or a decrease of $346.3 million from the year ended December 31, 2022, primarily driven by a reduction of $330 million in distributions received from associates and $15 million in increased financing costs.

Cash provided from operations in the year ended December 31, 2022 was $347 million, or an increase of $171.8 million compared to the year ended December 31, 2021, primarily driven by an increase of $170 million in distributions received by associates, and a reduction of in payments to suppliers and employees.

Financing

Cash provided from financing activities in the quarter ended March 31, 2024 was $67 million, or a decrease of $20 million from the quarter ended March 31, 2023, primarily driven by the drawdown of the syndicated facility.

Cash provided from financing activities in the year ended December 31, 2023 was $186 million, or an increase of $344.1 million from the year ended December 31, 2022, primarily driven by the reduced dividend and increased drawdown of the syndicated facility.

Cash used in financing activities in the year ended December 31, 2022 was $158.1 million, or a decrease of $20.5 million from the year ended December 31, 2021, primarily driven by a $20 million increase in dividend payments, offset by $40 million decreased drawings on the syndicated facility.

The source of cash for the year ended December 31, 2023 and the quarters ended March 31, 2024 and 2023, respectively, was from the drawdown of the syndicated facility. Cash used for financing activities in the year ended December 31, 2022 resulted from increased dividend payment, partially offset by increased drawdowns on the syndicated facility.

Investing

Cash used for investing activities in the first quarter of 2024 was $60.5 million, or a decrease of $26.0 million compared to the first quarter of 2023, due to payments for investments in associates.

Cash used for investing activities was $189.1 million in 2023, or a decrease of $5 million compared to 2022, due to payments for investments in associates.

Cash used for investing activities was $194.1 million in 2022, or an increase of $196 million compared to 2021, due to payments for investments in associates.

In the year ended December 31, 2023, and both quarters ended March 31, 2024 and 2023, the use of cash was attributable to increased payments for investments in associates, partially offset by proceeds from returns on invested capital.

Recent Accounting Pronouncements

The following amended accounting standard became applicable commencing January 1, 2024:

•

Classification of liabilities as current or non-current (Amendments to IAS 1)

The amendments did not have any material impact on Alumina Limited’s accounting policies and did not require current period or retrospective adjustments.

Alumina Limited has applied the following standards and amendments for the first time for its annual reporting period commencing January 1, 2023:

•

IFRS17 Insurance Contracts

•

International Tax Reform – Pillar Two Model Rules (Amendments to IAS 12, published in May 2023)

•

Deferred Tax related to Assets and Liabilities arising from a Single Transaction (Amendments to IAS 12, published in May 2021)

The change in accounting policies and amendments listed above did not have any impact on the amounts recognized in prior periods and are not expected to significantly affect the current or future periods.

Critical Accounting Policies

See “Accounting policies, critical accounting estimates and judgements” in the Notes to Alumina Limited’s financial statements for the year ended December 31, 2023, included in this proxy statement, for additional information regarding Alumina Limited’s accounting policies.

Quantitative and Qualitative Disclosure About Market Risk

Alumina Limited is exposed to various market risks by virtue of the industry and geographies in which its interests operate and the nature of the financial instruments it holds. The key risks that could adversely affect Alumina Limited’s financial assets, liabilities or future cash flows are foreign currency risk, interest rate risk, credit risk and liquidity risk. Further details of each of these risks are set in in Note 5 to Alumina Limited’s financial statements for the year ended December 31, 2023, included in this proxy statement.

THE TRANSACTION AGREEMENT, SCHEME AND DEED POLL

The Transaction will be carried out pursuant to the Transaction Agreement, the Scheme and the Deed Poll. The following is a summary of the principal terms of the Transaction Agreement, the Scheme and the Deed Poll. This summary does not purport to be complete and is qualified in its entirety by reference to the Transaction Agreement, which is attached as Annex A to this proxy statement, the Scheme, which forms Annexure B to the Transaction Agreement, the Deed Poll, which forms Annexure C to the Transaction Agreement, and the form of the Certificate of Designation, which forms Schedule 2 of the Transaction Agreement. The rights and obligations of the parties are governed by the express terms and conditions of the Transaction Agreement, the Scheme, the Deed Poll and the Certificate of Designation and not the summary set forth in this section or any other information contained in this proxy statement. The terms of the Scheme and Deed Poll may change prior to the Scheme becoming effective, including as a result of changes to the terms of those documents required by the Court on the First Court Date or otherwise as agreed between the parties. All stockholders of Alcoa are urged to read the Transaction Agreement, the Scheme, the Deed Poll and the Certificate of Designation carefully and in their entirety.

This summary of the terms of the Transaction Agreement, the Scheme, the Deed Poll and the Certificate of Designation is intended to provide information about the terms of the Transaction. The Transaction Agreement, the Scheme, the Deed Poll and the Certificate of Designation each contains representations, warranties, covenants and other agreements, each as of specific dates. You should not rely on these representations, warranties, covenants and other agreements as statements of fact. These representations, warranties, covenants and other agreements are qualified by confidential information disclosed and exchanged by Alcoa and Alumina Limited in connection with their execution of the Transaction Agreement. Moreover, information concerning the subject matter of these representations, warranties, covenants and other agreements may have changed since the date of the Transaction Agreement, which may or may not be fully reflected in Alcoa’s public disclosures.

The representations and warranties and other provisions of the Transaction Agreement, the Scheme, the Deed Poll and the Certificate of Designation should not be read alone, but instead should be read together with the information provided elsewhere in this proxy statement and in the documents incorporated by reference into this proxy statement.

Form of the Scheme and Scheme Consideration

On March 12, 2024 (Australian Eastern Standard Time), Alcoa, Alcoa Bidder and Alumina Limited entered into the Transaction Agreement, pursuant to which the parties agreed that, subject to the terms and conditions set forth in the Transaction Agreement, Alcoa Bidder will acquire all of the Alumina Limited Shares in accordance with the Scheme to be submitted for approval by the Court.

If the Scheme becomes effective on the terms and subject to the conditions set forth in the Transaction Agreement, the Scheme and the Deed Poll, upon implementation of the Scheme, each issued and outstanding Alumina Limited Share as of the Scheme Record Date will be transferred to Alcoa Bidder and each Scheme Participant on the Scheme Record Date will be entitled to receive in exchange for each such Alumina Limited Share 0.02854 New Alcoa CDIs (except that, (i) Ineligible Foreign Shareholders will receive their pro rata share of the net cash proceeds by the Sale Nominee of the Sale Nominee Alcoa Shares, (ii) the ADR Depositary (or its custodian) will receive, for each Alumina Limited Share, 0.02854 shares of Alcoa common stock and (iii) the CITIC Participant will receive, for certain of their Alumina Limited Shares, 0.02854 shares of New Alcoa Preferred Stock).

The New Alcoa CDIs are an instrument through which shares of Alcoa common stock can be traded on the ASX. Each New Alcoa CDI will represent a beneficial interest in one share of Alcoa common stock. The holders of New Alcoa CDIs will not be registered Alcoa stockholders; rather, a depository nominee will hold the underlying shares of Alcoa common stock. The shares of Alcoa common stock represented by New Alcoa CDIs will be held by CHESS Depositary Nominees Pty Limited, ACN 071 346 506 (“CDN”), a subsidiary of the ASX.

Alcoa will not issue fractional shares of Alcoa common stock in the Transaction. If the number of Alumina Limited Shares held by a Scheme Participant is such that the aggregate entitlement to New Alcoa CDIs includes a fractional entitlement to a New Alcoa CDI, then such entitlement of the Scheme Participant will be rounded up or down, with any such fractional entitlement of less than 0.5 being rounded down to the nearest whole number of New Alcoa CDIs, and any such fractional entitlement of 0.5 or more being rounded up to the nearest whole number of New Alcoa CDIs.

Ineligible Foreign Shareholders

An Alumina Limited shareholder will be an “Ineligible Foreign Shareholder” for the purposes of the Scheme if, at 7:00 p.m. (Australian Eastern Standard Time) on the Scheme Record Date, such shareholder’s address on Alumina Limited’s share register is, unless otherwise agreed by Alcoa and Alumina Limited (each acting reasonably), a place outside Australia and its external territories, British Virgin Islands, Norway, Canada, Hong Kong, New Zealand, Singapore, Switzerland, the European Union, the United Arab Emirates, the United Kingdom or the United States, unless Alcoa (after consultation with Alumina Limited) determines that it is lawful and not unduly onerous or unduly impracticable to issue the New Alcoa CDIs to such Alumina Limited shareholder.

With respect to the New Alcoa CDIs that would otherwise be issuable to an Ineligible Foreign Shareholder, in lieu of issuing any New Alcoa CDIs to such Ineligible Foreign Shareholder, Alcoa will issue new shares of Alcoa common stock to which an Ineligible Foreign Shareholder would otherwise be entitled to receive in the form of New Alcoa CDIs to a Sale Nominee appointed by Alcoa. Alcoa will appoint such nominee on terms reasonably acceptable to Alumina Limited at least 5 business days before the Scheme Meeting. Such nominee will sell or procure the sale of such Sale Nominee Alcoa Shares in the ordinary course of trading on the NYSE as soon as reasonably practicable after the Implementation Date (and in any event within 15 days after the Sale Nominee Alcoa Shares are capable of being traded on the NYSE) and remit the proceeds, net of any applicable brokerage, stamp duty and other selling costs, taxes, and charges as soon as reasonably practicable after settlement (and in any event within 10 business days), to Alcoa Bidder. Promptly after receiving the proceeds, Alcoa will pay or procure the payment of the proportional amount of such proceeds to each Ineligible Foreign Shareholder. None of Alcoa, Alcoa Bidder, Alumina Limited or the nominee gives any assurance as to the price that will be achieved for the sale of the Sale Nominee Alcoa Shares and the sale of the Sale Nominee Alcoa Shares will be at the risk of the Ineligible Foreign Shareholder.

Status of Shares of Alcoa Common Stock Issued in the Scheme

Under the Transaction Agreement, Alcoa covenants that (1) the shares of Alcoa common stock to be issued or issuable in the Transaction will (a) rank equally in all respects with all existing shares of Alcoa common stock, (b) be entitled to participate in and receive any dividends paid and any other entitlements which accrue in respect of Alcoa common stock on and from the Implementation Date, (c) be duly and validly issued in accordance with all applicable laws and Alcoa’s certificate of incorporation and bylaws, and (d) be fully paid and issued free from any mortgage, charge, lien, encumbrance or other security interest and (2) it will use all reasonable endeavors to ensure that (a) trading in the shares of Alcoa common stock to be issued in the Transaction commences on a normal settlement basis on NYSE no later than the first business day after the Implementation Date and (b) the New Alcoa CDIs will be listed for quotation on the official list of ASX initially on a deferred settlement basis with effect from the first business day after the Effective Date (or a later date as ASX or the Court may require) and on an ordinary (T+2) settlement basis from no later than the first business day after the Implementation Date.

Status of Shares of Alcoa Preferred Stock Issued in the Scheme

Under the Transaction Agreement, Alcoa covenants that, (1) the New Alcoa Preferred Stock to be issued or issuable in the Transaction will (a) rank equally in all respects with all other Alcoa Preferred Stock then on issue in the same class, (b) be entitled to participate in and receive any dividends paid and any other entitlements

which accrue in respect of New Alcoa Preferred Stock on and from the Implementation Date, (c) be duly and validly issued in accordance with all applicable laws and Alcoa’s certificate of incorporation and bylaws, and the Certificate of Designation and (d) be fully paid and issued free from any mortgage, charge, lien, encumbrance or other security interest and (2) until such time as there is no New Alcoa Preferred Stock outstanding, Alcoa will comply with, and perform, its obligations under the Certificate of Designation.

Conditions Precedent to the Scheme

The Scheme will not become effective, and the obligations of Alcoa, Alcoa Bidder and Alumina Limited to complete the Transaction are not binding, until each of the following conditions precedent is satisfied (or waived to the extent permissible):

(a) before 8:00 a.m. (Australian Eastern Standard Time) on the Second Court Date, the Federal Treasurer or the Federal Treasurer’s delegate has provided a written no objection notification to the Scheme (either without conditions or with conditions acceptable to Alcoa (acting reasonably)) or the Federal Treasurer otherwise becomes precluded by passage of time from objecting to the Transaction;

(b) before 8:00 a.m. (Australian Eastern Standard Time) on the Second Court Date, the ACCC advises Alcoa in writing that it does not intend to conduct a public review of, or intervene in respect of, or otherwise to oppose the Transaction and the Scheme either unconditionally or on conditions acceptable to Alcoa (acting reasonably) and such advice is not withdrawn or revoked before 8:00 a.m. (Australian Eastern Standard Time) on the Second Court Date;

(c) before 8:00 a.m. (Australian Eastern Standard Time) on the Second Court Date, CADE clears the Transaction and the Scheme either unconditionally or on conditions acceptable to Alcoa and Alumina Limited (each acting reasonably);

(d) Alumina Limited shareholders approve the Scheme at the Scheme Meeting by the requisite majorities in accordance with the Australian Corporations Act;

(e) Alcoa stockholders approve the issuance of the New Alcoa Shares by the requisite majorities in accordance with the NYSE listing rules;

(f) the Court approves the Scheme in accordance with the Australian Corporations Act;

(g) before 8:00 a.m. (Australian Eastern Standard Time) on the Second Court Date, Alumina Limited has received confirmation from the Australian Tax Office (the “ATO”) that the ATO is prepared to issue a class ruling (in a form and substance satisfactory to Alumina Limited acting reasonably) confirming that qualifying Australian resident Scheme Participants who hold their Alumina Limited shares on capital account will be eligible for scrip-for-scrip rollover relief;

(h) no Australian or United States court or regulatory authority has issued or enacted, as applicable, any law, an order, temporary restraining order, preliminary or permanent injunction, decree or ruling enjoining, or has taken similar action, restraining or otherwise imposing a legal restraint or prohibition preventing the implementation of the Scheme, and no such law, order, temporary restraining order, preliminary or permanent injunction, decree or ruling is in effect as of 8:00 a.m. (Australian Eastern Standard Time) on the Second Court Date;

(i) the Independent Expert issues a report that concludes that the Scheme is in the best interests of Alumina Limited shareholders before the lodgement of the Scheme Booklet with ASIC, which conclusion is not changed in any written update to the report or withdrawn before 8:00 a.m. on the Second Court Date;

(j) no Alumina Limited Prescribed Event (as defined and described further under “—Conduct of Business” below) occurs between the date of the Transaction Agreement and 8:00 a.m. (Australian Eastern Standard Time) on the Second Court Date;

(k) no Alcoa Prescribed Event (as defined and described further under “—Conduct of Business” below) occurs between the date of the Transaction Agreement and 8:00 a.m. (Australian Eastern Standard Time) on the Second Court Date;

(l) before 8:00 a.m. (Australian Eastern Standard Time) on the Second Court Date, the New Alcoa CDIs to be issued pursuant to the Scheme have been approved for official quotation on the ASX, subject only to customary conditions and effectiveness of the Scheme; and

(m) before 8:00 a.m. (Australian Eastern Standard Time) on the Second Court Date, the shares of Alcoa common stock to be issued or issuable pursuant to the Scheme have been approved for listing on the NYSE, subject only to customary conditions, including approval of the Scheme by the Court, approval of the issuance of the New Alcoa Shares (including the New Alcoa Shares underlying the New Alcoa CDIs) by the Alcoa shareholders, approval of the Scheme by the Alumina Limited shareholders, and official notice of issuance.

Conditions (g), (i) and (k) are for the sole benefit of Alumina Limited and may only be waived in writing by Alumina Limited in its absolute discretion. Condition (j) is for the sole benefit of Alcoa and may only be waived in writing by Alcoa in its absolute discretion. Conditions (c), (h), (l) and (m) are for the benefit of both parties and may only be waived with the agreement in writing of both parties. Other conditions cannot be waived.

If Alumina Limited or Alcoa becomes aware of any breach or non-fulfillment of a condition precedent, each of Alumina Limited and Alcoa has agreed to immediately give written notice to the other party. If there is (1) a breach or non-fulfillment of a condition precedent which is not waived pursuant to the terms of the Transaction Agreement or (2) an act, failure to act or occurrence that will prevent a condition precedent from being satisfied pursuant to the terms of the Transaction Agreement (and the breach or non-fulfilment which would otherwise occur has not already been waived in accordance with the Transaction Agreement), the parties have agreed to consult in good faith to determine whether (i) the Scheme may proceed by way of an alternative means or methods so as to achieve substantially similar commercial outcomes, (ii) to extend the relevant time for satisfaction of the applicable condition precedent or to adjourn or change the date of application to the Court, or (iii) to extend the End Date (as defined and described further under “—Termination” below) for the Scheme. If following the consultations described in the foregoing in this paragraph the parties are unable to reach an agreement pursuant to sub-clauses (i)-(iii) of this paragraph, within five business days of reasonable consultation (or any shorter period ending at 5:00 p.m. (Australian Eastern Standard Time) on the day before the Second Court Date) (“Consultation Failure”), (x) either party may terminate the Transaction Agreement (subject to clause (y) below) or (y) if a condition precedent giving rise to the Consultation Failure exists for the benefit of one party only, that party only may waive such condition precedent or terminate the Transaction Agreement. No party can exercise such termination right if the relevant condition precedent has not been satisfied or agreement cannot be reached as a result of such party’s breach of its obligations under the Transaction Agreement, including obligations to use reasonable endeavors to satisfy the conditions precedent, obligations in respect of regulatory matters or obligations to consult with the other party on failure of a condition precedent.

Representations and Warranties

The Transaction Agreement contains a number of representations and warranties made by Alumina Limited to Alcoa with respect to Alumina Limited and its subsidiaries (the “Alumina Limited Group”), including in relation to:

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corporate existence;

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power and authority to execute, deliver and perform the Transaction Agreement;

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that the entry by it into and performance under the Transaction Agreement does and will not conflict with its constituent documents, any applicable law or any material encumbrance or document binding on Alumina Limited;

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effectiveness of necessary authorizations;

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the validity and enforceability of its obligations under the Transaction Agreement;

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the accuracy and good faith inclusion of information relating to Alumina Limited included in or incorporated by reference into the Scheme Booklet or this proxy statement;

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the good faith preparation and accuracy of non-forward looking Alumina Limited Disclosure Materials (as defined below);

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the good faith preparation and accuracy of written information provided to Alcoa;

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compliance with laws, regulations and orders of governmental agencies and continuous disclosure requirements;

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the good faith provision of information to the Independent Expert for purposes of its report;

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the good faith provision of information to the accounting firm to be appointed by Alumina Limited and Alcoa (the “Investigating Accountant”) to prepare a report in relation to the financial information regarding the combined company for inclusion in the Scheme Booklet (the “Investigating Accountant’s Report”);

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no default under any binding document, agreement or instrument;

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issued securities;

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no material encumbrance over its assets;

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solvency;

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no regulatory actions;

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no material litigation;

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no shareholding of Alumina Limited or its subsidiaries in Alcoa;

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no indebtedness;

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taxes;

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no undisclosed liabilities; and

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employee benefit plans and other compensation or benefits payable to employees.

Alcoa has made representations and warranties to Alumina Limited with respect to Alcoa and its subsidiaries (the “Alcoa Group”) as to:

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corporate existence;

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power and authority to execute, deliver and perform the Transaction Agreement;

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that the entry by it into and performance under the Transaction Agreement does and will not conflict with or breach its constituent documents, any applicable law, or any material encumbrance or document binding on Alcoa;

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effectiveness of necessary authorizations;

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the validity and enforceability of its obligations under the Transaction Agreement;

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the accuracy and good faith inclusion of information relating to Alcoa included in or incorporated by reference into the Scheme Booklet or this proxy statement;

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the good faith preparation and accuracy of non-forward-looking information included in or incorporated by reference into the Alcoa Disclosure Materials (as defined below);

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the good faith preparation and accuracy of written information provided to Alumina Limited;

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compliance with laws, regulations and orders of governmental agencies;

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good faith provision of information to the Independent Expert and the Investigating Accountant for their respective reports;

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no default of existing debt facilities;

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issued securities;

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solvency;

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no regulatory actions;

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no material litigation;

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no dealings in Alumina Limited securities and no dealings with Alumina Limited officers, employees or shareholders;

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authorization and valid issuance of, and absence of encumbrances over, the New Alcoa Shares, the New Alcoa CDIs and the New Alcoa Preferred Stock;

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the approval by the holders of a majority of voting power of Alcoa common stock represented in person or by proxy at the Special Meeting being the only shareholder vote required for the issuance of the Scheme Consideration;

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financial information and filings and the accounting standards applicable thereto;

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no undisclosed liabilities; and

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pensions and defined employee benefits.

In addition, Alcoa Bidder has made certain representations and warranties to Alumina Limited as to:

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corporate existence;

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power and authority to execute, deliver and perform the Transaction Agreement;

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effectiveness of necessary authorizations;

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the validity and enforceability of its obligations under the Transaction Agreement; and

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solvency.

Each of the representations and warranties is subject to materiality qualifications. In addition, each of the representations and warranties is qualified by (x) matters known to the other party in relation to the Scheme or AWAC and (y) matters “Disclosed,” which means disclosed, (1) for Alumina Limited, (a) in its confidential disclosure letter delivered to Alcoa (the “Alumina Limited Disclosure Letter”), (b) in Alumina Limited’s virtual data room (as of 7:00 p.m. (Australian Eastern Standard Time) on March 10, 2024) (together with the Alumina Limited Disclosure Letter, the “Alumina Limited Disclosure Materials”) or (c) in Alumina Limited’s announcements on the ASX in the 12 months prior to the date of the Transaction Agreement (excluding forward looking, projected or hypothetical information) and (2) for Alcoa, (a) in its confidential disclosure letter delivered to Alumina Limited (the “Alcoa Disclosure Letter”), (b) in Alcoa’s virtual data room (as of 7:00 p.m. (Australian Eastern Standard Time) on March 10, 2024) (together with the Alcoa Disclosure Letter, the “Alcoa Disclosure

Materials”) or (c) in Alcoa’s filings with the SEC in the 12 months prior to the date of the Transaction Agreement (excluding forward looking, projected or hypothetical information). The confidential disclosure letter of each party contains information provided by such party to the other party in connection with the Transaction before entering into the Transaction Agreement.

Conduct of Business

Alumina Limited has agreed that from the date of the Transaction Agreement up to and including the Implementation Date (the “Interim Period”), it must (and must cause each member of the Alumina Limited Group (an “Alumina Limited Group Member”) to), to the extent it is within its power to do so, conduct its business and operations in the ordinary and usual course consistent with the same manner in which it has been conducted in the 12-month period prior to the date of the Transaction Agreement. Alumina Limited has also agreed to promptly keep Alcoa informed of, and consult with Alcoa in relation to, any material developments concerning its business, assets, operations, insurance and financial affairs, subject to applicable competition laws.

During the Interim Period, Alumina Limited has agreed to (and cause each Alumina Limited Group Member to) use all reasonable endeavors to (1) maintain the value and condition of its businesses and assets consistent with its past practices, including maintaining at least its current level of insurance, (2) keep available the services of its key officers and employees, (3) ensure that no Alumina Limited Prescribed Event occurs, (4) preserve its relationships with customers, suppliers, regulatory authorities, financiers and others having business dealings with any Alumina Limited Group Member, and (5) ensure that there is no material decrease in the amount of cash in the Alumina Limited Group other than as used in the ordinary course of business and consistent with its forecast cash utilization or as a result of costs incurred directly in relation to the transactions contemplated by the Scheme.

An “Alumina Limited Prescribed Event” means the occurrence of any of the following:

(a) Alumina Limited converts all or any of its shares into a larger or smaller number of shares;

(b) Alumina Limited or another Alumina Limited Group Member resolves to reduce its share capital in any way or resolves to reclassify, combine, split or redeem or repurchase directly or indirectly any of its shares;

(c) Alumina Limited or another Alumina Limited Group Member enters into a buy-back agreement or resolves to approve the terms of a buy-back agreement under the Australian Corporations Act;

(d) Alumina Limited declares or determines to pay, or pays any dividend or other distribution;

(e) any Alumina Limited Group Member issues shares or grants an option over its shares (or agrees to do the foregoing) in each case to a person outside the Alumina Limited Group;

(f) Alumina Limited fails to deal with the equity incentives existing at the date of the Transaction Agreement issued to employees so that there remain outstanding certain employee share rights on the Effective Date;

(g) any Alumina Limited Group Member issues or agrees to issue securities or other instruments convertible into shares or debt securities in each case to a person outside the Alumina Limited Group;

(h) Alumina Limited adopts a new constitution or modifies or repeals (in whole or in part) its constitution, other than to refresh the proportional takeover provisions in rule 79 and 80 of the Alumina Limited constitution at the next annual general meeting of Alumina Limited shareholders;

(i) other than in the ordinary course of business and consistent with past practice, any Alumina Limited Group Member creates or agrees to create any encumbrance over or declares itself the trustee of the whole or a substantial part of its business or property;

(j) Alumina Limited or any of its subsidiaries becomes insolvent;

(k) Alumina Limited or any of its Related Bodies Corporate is deregistered as a company or otherwise dissolved;

(l) Alumina Limited or another Alumina Limited Group Member enters into or resolves to enter into a transaction with any related party of Alumina Limited within the meaning of Section 228 of the Australian Corporations Act, other than a transaction for the giving of a financial benefit by an Alumina Limited Group Member to another for which member approval under Section 208 of the Australian Corporations Act is or would not be required solely because of Sections 211, 212 and 214 of the Australian Corporations Act; or

(m) Alumina Limited or another Alumina Limited Group Member incorporates or acquires a new subsidiary, or deregisters a subsidiary, resulting in a change in the membership of the income tax consolidated group of which Alumina Limited is the head company.

However, an Alumina Limited Prescribed Event does not include any matters (1) contemplated by the Transaction Agreement or the Scheme, (2) required by law, regulation, changes in generally acceptable accounting principles or by an order (or similar) of a court or a regulatory authority, (3) Disclosed by Alumina Limited to Alcoa, or (4) consented to in writing by Alcoa (in its sole discretion).

In addition, during the Interim Period, Alumina Limited has agreed that it must not (and must ensure each Alumina Limited Group Member does not):

(a) acquire, offer to acquire or agree to acquire any one or more assets (including any one or more shares in any company) having a market value that in aggregate is, or the consideration for which in aggregate is A$5 million or more;

(b) dispose, offer to or agree to dispose of any one or more assets (including any one or more shares in any company), or an interest in any one or more assets, having a market value that in aggregate is, or the consideration for which in aggregate is A$5 million or more;

(c) enter into, or offer to enter into, any joint venture, asset or profit sharing arrangement, partnership or merger of businesses or of corporate entities (including through a multiple listed companies structure) in respect of any one or more assets (including any one or more shares in any company) or undertakings having a market value that in aggregate is, or involving a commitment or liability that in aggregate is, A$5 million or more (other than in connection with AWAC);

(d) incur any financial indebtedness where the aggregate amount of financial indebtedness is A$5 million of more, other than:

(i) drawing down on the US$500 million syndicated bank facility Disclosed in Alumina Limited’s financial statements for the year ended 31 December 2023; or

(ii) any financial indebtedness relating to trade creditors, employee liabilities and items of a similar nature incurred in the usual and ordinary course of business and consistent with past practice;

(e) settle or agree to settle any claim, dispute or litigation (including any court proceeding, arbitration or expert determination) against any Alumina Limited Group Member (whether in aggregate or for any single litigation) which in the reasonable opinion of Alumina Limited may result in a judgment against an Alumina Limited Group Member of A$1 million or more;

(f) other than in the ordinary course of its business:

(i) incur or commit to, or bring forward the time for incurring or committing, or grant to another person a right the exercise of which would involve an Alumina Limited Group Member incurring or committing to, any capital expenditure or liability, for one or more related items or amounts of A$5 million or more; or

(ii) forgo any revenue, in each case, for one of more related items or amounts of A$5 million or more;

(g) other than in the ordinary course of its business:

(i) advance any money or make available financial accommodation to or for the benefit of any person which is not an Alumina Limited Group Member;

(ii) give a guarantee, indemnity or encumbrance in connection with an obligation or liability of, or enters into any agreement under which it assumes a liability of any person which is not an Alumina Limited Group Member; or

(iii) deposit or lend money on terms that Alumina Limited will not be repaid until it or another person’s obligations or indebtedness are performed or discharged,

in each case, for one of more related items or amounts of A$5 million or more;

(h) enter into an agreement or give a commitment restraining a member of the Alumina Limited Group from competing with any person or conducting activities in any market;

(i) change any accounting policy applied by it to report its financial position other than any change in policy required by a change in applicable accounting standards or law;

(j) enter into or terminate a material contract;

(k) do any of the following in respect of any employee or prospective employee of the Alumina Limited Group:

(i) enter into a new employment agreement with any person who was an employee at the date of the Transaction Agreement;

(ii) enter into a new employment agreement to replace an existing role where the total annual fixed remuneration is greater than A$300,000; and

(iii) increase the remuneration of (including with regard to superannuation benefits) or benefits provided to or pay any bonus or issue any securities or options (excluding any rights to acquire Alumina Limited shares in accordance with certain plans) to, or otherwise vary employment agreements with, any of its directors or employees whose total annual fixed remuneration (excluding fixed short-term incentives and any rights to acquire Alumina Limited shares in accordance with certain plans) as at the date of the Transaction Agreement is greater than A$300,000;

(l) accelerate the rights of any of its directors or employees to benefits of any kind;

(m) pay a director, executive or employee a termination payment;

(n) amend in any material respect any arrangement with its financial advisors in respect of the transactions contemplated by the Transaction Agreement;

(o) other than with the prior written approval of Alcoa, make, change or revoke any material tax election;

(p) Alumina Limited or another Alumina Limited Group Member pays, or agrees to pay, persons engaged to provide professional advice or other fees or expenses of any type in connection with the Scheme which are in excess of the aggregate which has been Disclosed, including for corporate advisory, legal, accounting, tax, industry, business advisory or other consulting, financial or investment banking advice to Alumina Limited or another Alumina Limited Group Member; or

(q) agree to do any of the matters set out above,

and in the case of clauses (k), (l) and (m), other than:

(i) as provided for in an existing employment contract or applicable policy or plan in place as at the date of the Transaction Agreement and a copy or the relevant details of which has been Disclosed; or

(ii) as a result of a good faith remuneration review (including an ad hoc review in respect of a specific role) and ordinary course incentive process.

During the Interim Period, Alcoa has agreed to (1) to the extent it is within its power to do so, conduct the business and operations of the Alcoa Group in the ordinary and usual course in all material respects, (2) use all reasonable endeavors to maintain, in all material respects, the businesses and assets of the Alcoa Group in the ordinary and usual course, and (3) use all reasonable endeavors to ensure that no Alcoa Prescribed Event occurs.

An “Alcoa Prescribed Event” means the occurrence of one of the following:

(a) Alcoa converts all or any Alcoa shares into a larger or smaller number of Alcoa shares;

(b) Alcoa or another member of the Alcoa Group (an “Alcoa Group Member”) resolves to reduce its share capital in any way or resolves to reclassify, combine, split or redeem or repurchase directly or indirectly any of its shares;

(i) enters into a buy-back agreement; or

(ii) resolves to approve the terms of a buy-back agreement,

other than:

(iii) a buy-back agreement for purchases of Alcoa shares in satisfaction of the exercise price or tax withholdings upon the exercise or vesting of Alcoa equity incentives issued under any equity plan described in Alcoa’s 10-K filed with the SEC on February 21, 2024 (the “Equity Plans”); or

(iv) a buy-back agreement between Alcoa Group Members;

(d) Alcoa makes or declares (or announces an intention to do so) any dividend or other distribution (other than the Alcoa capped dividend set forth in the Transaction Agreement);

(e) any Alcoa Group Member: (i) issues shares; (ii) grants an option over its shares; or (iii) agrees to make such an issue or grant such an option, other than (A) under any Equity Plan or (B) in the case of an Alcoa Group Member other than Alcoa, to a person within the Alcoa Group;

(f) any Alcoa Group Member issues or agrees to issue securities or other instruments convertible into shares or debt securities in each case to a person outside the Alcoa Group, other than under, on vesting or exercise of Alcoa equity incentives issued under, or in respect of, any Equity Plan;

(g) Alcoa adopts, modifies or repeals its certificate of incorporation or by-laws or a provision of them;

(h) other than in the ordinary course of business and consistent with past practice, any Alcoa Group Member creates or agrees to create any encumbrance over or declares itself the trustee of the whole or a substantial part of the Alcoa Group’s business or property;

(i) Alcoa or any of its material Related Bodies Corporate becomes insolvent; or

(j) Alcoa or any Alcoa Group Member that is an entity of substance (for example, that holds assets on its balance sheet as at the time of deregistration or dissolution) is deregistered as a company or otherwise dissolved.

However, Alcoa Prescribed Event does not include any matters (1) expressly contemplated by the Transaction Agreement or the Scheme; (2) required by law, regulation, changes in generally acceptable accounting principles or by an order (or similar) of a court or a regulatory authority, (3) Disclosed by Alcoa to Alumina Limited, or (4) consented to in writing by Alumina Limited (in its sole discretion).

In addition, during the Interim Period, Alcoa has agreed that it must not (and must ensure each Alcoa Group Member does not):

(a) acquire, offer to acquire or agree to acquire any one or more assets (including any one or more shares in any company) having a market value that in aggregate, or the consideration for which in aggregate, is 20% or more of Alcoa’s market capitalization as at market close on the NYSE on the date of the Transaction Agreement;

(b) dispose, offer to dispose or agree to dispose of any one or more assets (including any one or more shares in any company), or an interest in any one or more assets, having a market value that in aggregate, or the consideration for which in aggregate, is 20% or more of Alcoa’s market capitalization as at market close on the NYSE on the date of the Transaction Agreement; and

The foregoing restrictions do not apply to any action that (1) is expressly required or permitted by the Transaction Agreement, the Scheme, or otherwise required by applicable law, (2) has been Disclosed by Alcoa to Alumina Limited or Alumina Limited to Alcoa (as applicable), (3) relates to payment of any transaction costs and expenses incurred by a party including all fees payable to external advisers with certain exceptions, or (4) has been agreed to in writing by Alcoa or Alumina Limited (as applicable) (such agreement not to be unreasonably withheld, conditioned or delayed).

“Related Body Corporate” has the meaning given to it in the Australian Corporations Act, except that, to the extent applicable to Alcoa or any Alcoa Group Member that is not an Australian company, it means any entity that directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such entity.

Additional Obligations

The Proxy Statement and Special Meeting

Under the terms of the Transaction Agreement, Alcoa and Alumina Limited have agreed to use their respective best endeavors to coordinate and hold the Special Meeting before, but not more than 48 hours (or such other time as agreed with Alumina Limited) before, the Scheme Meeting (unless the Scheme Meeting is ordered to be convened on a Monday, in which case Alcoa will use its best endeavors to hold the Special Meeting on the immediately prior business day). Taking into consideration the foregoing, Alcoa has agreed to (1) prepare and file this proxy statement in preliminary form with the SEC as soon as reasonably practicable after the date of the Transaction Agreement, provided that Alumina Limited has complied with its obligations to promptly provide to Alcoa any information reasonably required for inclusion in this proxy statement, (2) file this proxy statement in definitive form and begin mailing to the Alcoa stockholders as soon as practicable after the later of (1) the expiration of the 10-day waiting period provided in Rule 14a-6(a) promulgated under the Exchange Act without comment from the SEC, and (2) the date on which Alcoa learns that the SEC has no further comments on, or does not intend to review, this proxy statement (such later date, the “Clearance Date”), and (3) use its best endeavors to convene and hold the Special Meeting to obtain Alcoa stockholder approval of the Transaction Proposal as soon as practicable after the Clearance Date.

Alcoa has agreed to not propose any matters to be voted on at the Special Meeting other than the Transaction Proposal and the Adjournment Proposal.

Alcoa has agreed not to postpone or adjourn the Special Meeting without the prior consent of Alumina Limited. Notwithstanding the foregoing, and except as required by law or a regulatory authority, Alcoa may adjourn or postpone the Special Meeting if (1) two business days prior to the date for which the Special Meeting is scheduled, Alcoa has not received proxies representing a sufficient number of Alcoa shares to obtain the Alcoa stockholder approval, whether or not a quorum is present, or if there are holders of an insufficient number of Alcoa shares present or represented by proxy at the Special Meeting to constitute a quorum at the Special Meeting, provided that no such postponement or adjournment may be to a date that is after the 10th business day after the originally scheduled date, or (2) necessary to ensure that any required (or, if determined by Alcoa’s board of directors acting reasonably and in good faith after consulting with outside counsel and having first consulted with Alumina Limited, advisable) supplement or amendment to this proxy statement is provided to the Alcoa stockholders, with such postponement or adjournment to extend for no longer than the period that Alcoa’s board of directors determines in good faith (after consulting with outside counsel) is required or (having first consulted with Alumina Limited) advisable to give the Alcoa stockholders sufficient time to evaluate any such supplement or amendment so provided or disseminated (except that no such postponement or adjournment may be to a date that is after the 10^th business day after the date of such supplement or amendment, other than to the extent required by law).

Access to Information

Between the date of the Transaction Agreement and the closing of the Transaction, Alumina Limited and Alcoa have agreed to procure that their respective chief financial officers meet not less than fortnightly to provide material updates in connection with the Alumina Limited Group and Alcoa Group (as applicable), including but not limited to: (1) all information that is or becomes known to Alumina Limited or any Alumina Limited Group Member on and from the date of the Transaction Agreement, which is not already in the public domain, regarding any event, matter or circumstance that has or is reasonably likely to have a material effect on the Alumina Limited Group and the businesses of the Alumina Limited Group, or the net debt, cash flow or earnings of the Alumina Limited Group; (2) all information that is or becomes known to Alcoa on and from the date of the Transaction Agreement, which is not already in the public domain, regarding any event, matter or circumstance that has or is reasonably likely to have a material effect on the Alcoa Group and the businesses of the Alumina Limited Group (taken as a whole), or the net debt, cash flow or earnings of the Alumina Limited Group (taken as a whole); (3) any information reasonably requested by Alcoa, any Alcoa Group Member or any of their representatives or Alumina Limited, any Alumina Limited Group Member or any of their representatives, for the purposes of: (a) keeping Alcoa or Alumina Limited (as applicable) informed of material developments relating to the Alumina Limited Group or Alcoa Group (as applicable) and the businesses of the Alumina Limited Group or Alcoa Group (as applicable) or (b) obtaining an understanding, or furthering an understanding, of the Alumina Limited Group, the businesses of the Alumina Limited Group or the financial position of the Alumina Limited Group (including its cash flow, debt and working capital position) or the Alcoa Group, the businesses of the Alcoa Group or the financial position of the Alcoa Group (including its cash flow, debt and working capital position), or (4) for any other purpose agreed between Alumina Limited and Alcoa.

Parties’ Obligations with Respect to the Scheme

Alumina Limited, Alcoa and Alcoa Bidder have agreed to use all reasonable endeavors and commit necessary resources (including management and corporate relations resources and the resources of external advisers) and procure that its respective officers and advisers work in good faith and in a timely and cooperative fashion with the other party (including by attending meetings and providing information) to produce the Scheme Booklet and this proxy statement and implement the Scheme as soon as reasonably practicable and on the timeline for completion of the Scheme. Each party has agreed to keep the other party informed about their progress and notify each other if it believes that any of the dates in the timeline are not achievable as soon as reasonably practicable

after forming that belief. Moreover, each of Alumina Limited and Alcoa has agreed to use all reasonable endeavors to procure that each of the conditions precedent to the Scheme for which it is the responsible party is satisfied as soon as practicable and continues to be satisfied at all times until the last time it is to be satisfied and that there is no occurrence within its control or the control of its Related Bodies Corporate that would prevent satisfaction of the condition precedent for which it is the responsible party.

Each of Alumina Limited and Alcoa has agreed to, among other actions, (1) promptly apply for all relevant regulatory approvals for which it is responsible (and pay any applicable fee or filing charge), (2) keep the other party reasonably informed in a timely manner of progress in relation to each relevant regulatory approval, and (3) cooperate with and provide reasonable assistance to the other party to enable it to obtain any relevant regulatory approvals for which such other party is responsible. In addition, Alcoa has agreed to accept the standard tax conditions published at the time of the no objection notification in Guidance Note 12 issued by the Australian Foreign Investment Review Board and offer and agree or accept, any undertakings, commitments or conditions imposed, required or requested by a regulatory authority in relation to the relevant regulatory approval on terms that Alcoa considers to be acceptable (acting reasonably).

Alcoa’s Board of Directors after Implementation of the Scheme

Alcoa has agreed to, on or before the Implementation Date, invite two existing Alumina Limited board members who are Australian residents or citizens to join the Alcoa board of directors. The identity of those appointees will be mutually agreed by Alcoa and Alumina Limited. Conditional on the Scheme becoming effective and, subject to those individuals providing the necessary signed documents to Alcoa, Alcoa has agreed to take all necessary steps to ensure that Alcoa appoints such individuals to the Alcoa board of directors, and their appointment will have effect on and from the Implementation Date and recommend such individuals for election at the first Alcoa annual general meeting of Alcoa stockholders following the Implementation Date.

Liquidity Support

Alcoa has agreed to make a shareholder loan to AWAC to fund AWAC in place of required capital contributions to AWAC by Alumina Limited if Alumina Limited’s net debt position exceeds US$420 million. Subject to certain accelerated repayment triggers, Alumina Limited would be required to pay its equity calls (plus accrued interest) not later than September 1, 2025 in the event the Transaction is not completed.

Employee and Benefit Matters

Alumina Limited has agreed to ensure that there are no outstanding employee share rights by no later than the Effective Date.

United States Tax Matters

The parties agreed that they and their respective subsidiaries would use best endeavors to cause the Transaction to qualify as a “qualified stock purchase” within the meaning of Section 338(d) of the Internal Revenue Code. The parties acknowledged and agreed that, after the Implementation Date, Alcoa will be permitted to make elections under Section 338 of the Internal Revenue Code with respect to Alumina Limited and/or any of its subsidiaries and under Section 301.7701-3 of the United States Treasury Regulations with respect to any subsidiary of Alumina Limited. The parties agreed that no party or subsidiary of a party will take or fail to take any action that could reasonably be expected to preclude those elections.

Release and Indemnification

Subject to the Australian Corporations Act, each of Alcoa and Alumina Limited has agreed to release its rights and not make a claim against the other party’s officers, employees and advisers and the officers, employees and

advisers of the other party’s Related Bodies Corporate (but excluding the other party and its Related Bodies Corporate) in connection with:

•

any breach of any representations and warranties of the other party or any of its subsidiaries in the Transaction Agreement; or

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any disclosures of the other party or any of its subsidiaries in connection with the Scheme (including in any documents disclosed to ASX or NYSE or lodged with ASIC or the SEC) containing any statement which is false or misleading whether in content or by omission),

except where the other party has not acted in good faith or has engaged in fraud or willful misconduct.

Alcoa undertakes to ensure that, for a period of seven years from the Implementation Date, the constitutions of Alumina Limited and each other Alumina Limited Group Member will continue to contain such rules as are contained in those constitutions at the date of the Transaction Agreement that provide for each company to indemnify each of its directors and officers against any liability incurred by that person in his or her capacity as a director or officer of such company to any person other than an Alcoa Group Member. Alcoa also undertakes to procure that Alumina Limited and each Alumina Limited Group Member complies with any deeds of indemnity, access and insurance made by them in favor of their respective directors and officers for a period of seven years after the Implementation Date. Alcoa further undertakes to (1) ensure that directors’ and officers’ insurance cover continues to be maintained for the directors and officers in respect of acts and omissions on or prior to the Implementation Date for a period of seven years after the Implementation Date unless a directors and officers’ run-off insurance policy is obtained and (2) procure that Alumina Limited and each other Alumina Limited Group Member at any time after the Implementation Date, not do anything or fail to do anything within its reasonable control which would prejudice or adversely affect the directors’ and officers’ insurance cover or any directors’ and officers’ run-off insurance cover. Alumina Limited may, prior to the Implementation Date, enter into, and pay in full the premium in respect of, a directors’ and officers’ run-off insurance policy for a period of up to seven years on and from the Implementation Date in respect of the directors and officers and other individuals and entities who are insured under the existing directors’ and officers’ insurance policies of the Alumina Limited Group.

Public Announcements

Alcoa and Alumina Limited have agreed that neither party may make any public announcement or disclosure in connection with the Scheme without approval of the other party (acting reasonably and without delay), except where the board of the relevant party determines (acting reasonably and in good faith) that an announcement is necessary to satisfy the relevant board’s fiduciary or statutory duties, or to ensure an informed market for securities for the relevant company, in which case it has agreed to use all reasonable endeavors to consult with Alcoa or Alumina Limited (as applicable), including by providing Alcoa or Alumina Limited (as applicable) a draft of the announcement and an opportunity to review and, in good faith, consider any comments provided by the other party in a timely manner, prior to making the relevant announcement. The foregoing does not apply to announcements made in connection with (1) a Competing Transaction (as defined and described in more detail below under “—Exclusivity”), except to the extent that such announcement or disclosure could be reasonably deemed to be a solicitation of Alcoa stockholders in connection with the Scheme, (2) an Alcoa board member or Alumina Limited board member (as applicable) withdrawing or changing his or her recommendation, (3) any dispute between the parties regarding the Transaction Agreement, the Scheme or other transaction contemplated by the Transaction Agreement, or (4) the termination of the Transaction Agreement in accordance with its terms.

Board Recommendation

Alumina Limited has agreed that the Scheme Booklet will include a statement by Alumina Limited’s board of directors that each independent director of Alumina Limited and Alumina Limited’s Managing Director and Chief Executive Officer recommends that Alumina Limited shareholders vote in favor of the Scheme and intends

to vote or cause to be voted all Alumina Limited Shares they hold or control in favor of the Scheme, subject to there being no Alumina Limited Superior Proposal (as defined below under “—Exclusivity”) and provided the Independent Expert’s Report concludes, and continues to conclude, that the Scheme is in the best interests of the Alumina Limited shareholders.

Alcoa agreed that this proxy statement will include a statement that Alcoa’s board of directors unanimously recommends that Alcoa stockholders vote in favor of the issuance of New Alcoa Shares, unless there is an Alcoa Superior Proposal (as defined below under “—Exclusivity”).

Pursuant to the Transaction Agreement, Alumina Limited has agreed to use its best endeavors to procure that no Alumina Limited board member adversely changes, withdraws, qualifies or modifies his or her recommendation from the form in the public announcement unless:

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there is an Alumina Limited Superior Proposal and Alumina Limited’s board of directors determines in good faith and acting reasonably having received advice from its external counsel specializing in corporate law that by virtue of the fiduciary or statutory duties of the Alumina Limited board members they are required to change, modify, qualify or withdraw their recommendation;

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the Independent Expert report concludes, or is amended or updated in writing so as to conclude, that the Scheme is not in the best interests of Alumina Limited shareholders;

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the Court or ASIC requires or reasonably requests that the relevant Alumina Limited board member abstains from making a recommendation.

Pursuant to the Transaction Agreement, Alcoa has agreed to use its best endeavors to procure that no Alcoa board member changes, withdraws, qualifies or modifies his or her recommendation that Alcoa stockholders vote in favor of the issuance of New Alcoa Shares, unless Alcoa has received an Alcoa Superior Proposal (as defined below) and the Alcoa Board has determined in good faith and acting reasonably having received advice from its external counsel specialising in corporate law that failure to do so would constitute a breach of their fiduciary or statutory obligations to Alcoa stockholders.

If any member of either Alumina Limited’s board of directors or Alcoa’s board of directors proposes to change, withdraw, qualify or modify his or her recommendation, the relevant party has agreed to notify the other party in writing as soon as practicable. If certain members of Alumina Limited’s board of directors or any member of Alcoa’s board of directors withdraws or changes his or her recommendation, a termination fee may be payable by the party whose board member withdrew or changed his or her recommendation, as described under “—Termination Fees” below.

Exclusivity

Between the date of the Transaction Agreement and the closing of the Transaction, each party has agreed to ensure that neither it nor its representatives:

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directly or indirectly solicit, invite, encourage or initiate any enquiries, expressions of interest, negotiations, proposals or discussions (or communicates any intention to do any of the foregoing) with a view to obtaining any offer, proposal or expression of interest from any person in relation to a Competing Transaction (“No Shop”);

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directly or indirectly negotiate, accept or enter into or agree to do the foregoing or facilitate, participate or continue in negotiations or discussions with any person regarding a Competing Transaction or any agreement, proposal, understanding or arrangement with any other person that may be reasonably expected to lead to or encourage a Competing Transaction (even if such Competing Transaction was not directly or indirectly solicited, invited, encouraged or initiated by that party or its representatives or such Competing Transaction was announced publicly) (“No Talk”); and

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in relation to a Competing Transaction or with a view to obtaining a Competing Transaction, directly or indirectly (x) enable any other person other than Alcoa or Alumina Limited (as applicable) to undertake due diligence investigations on it, its Related Bodies Corporate or their businesses or operations or (y) make available to any other person, or permits any other person to receive, other than Alcoa or Alumina Limited (as applicable) (in the course of due diligence investigations or otherwise) any non-public information relating to it, its Related Bodies Corporate or their businesses or operations (“No Due Diligence”).

The parties’ No Talk and No Due Diligence obligations do not apply to the extent they restrict a party or its board of directors from taking or refusing to take any action with respect to a genuine Competing Transaction that did not result from a material breach of that party’s No Shop, No Talk or No Due Diligence obligations, provided that Alumina Limited’s or Alcoa’s board of directors, as applicable, has determined in good faith that (1) after receiving written advice from its reputable financial advisors experienced in transactions of this nature that such a genuine Competing Transaction is, or could reasonably be considered to become, a Superior Proposal and (2) after receiving written legal advice from its external legal advisers (who are reputable advisers experienced in transactions of this nature) that failing to respond to such a genuine Competing Transaction would be reasonably likely to breach the Alumina Limited board’s or Alcoa board’s (as applicable) fiduciary or statutory obligations.

Between the date of the Transaction Agreement and the closing of the Transaction, Alumina Limited has agreed to promptly inform Alcoa if it or any of its representatives:

(1) receives any approach with respect to any Alumina Limited Competing Transaction from a third party, and disclose in writing to Alcoa all material details of the Alumina Limited Competing Transaction, including details of the price, consideration type, conditions precedent, timetable, break fee or reimbursement fee and the identity of the third party, to the extent known by Alumina Limited or its representatives;

(2) receives any request for information relating to Alumina Limited or any of its Related Bodies Corporate or any of their respective businesses or operations or any request for access to the books or records of Alumina Limited or any of its Related Bodies Corporate, which Alumina Limited has reasonable grounds to suspect may relate to a current or future Alumina Limited Competing Transaction; and

(3) provides any information relating to Alumina Limited or any of its respective Related Bodies Corporate or any of its businesses or operations to any person in connection with or for the purposes of a current or future Alumina Limited Competing Transaction.

Between the date of the Transaction Agreement and the closing of the Transaction, Alcoa has agreed to promptly inform Alumina Limited on a confidential basis if it or any of its representatives receives any written approach or any written request for information with respect to any Alcoa Competing Transaction from a third party and disclose in writing on a confidential basis to Alumina Limited all material details of the Alcoa Competing Transaction, including details of the price, consideration type, conditions precedent, timetable, break fee or reimbursement fee and the identity of the third party, to the extent known by Alcoa or its representatives.

Between the date of the Transaction Agreement and the closing of the Transaction, Alumina Limited has agreed not to enter into any legally binding agreement pursuant to which a third party, Alumina Limited or both proposes or propose to undertake or give effect to an Alumina Limited Competing Transaction, unless:

(1) Alumina Limited’s board acting in good faith and in order to satisfy what it considers to be its statutory or fiduciary duties (having received written advice from its external legal advisers (who are reputable advisers experienced in transactions of this nature)), determines that the Alumina Limited Competing Transaction would be or would be likely to be an Alumina Limited Superior Proposal;

(2) Alumina Limited has provided Alcoa with the material terms and conditions of the Alumina Limited Competing Transaction, including the price of and the identity of the third party making the approach with respect to the Alumina Limited Competing Transaction;

(3) Alumina Limited has given Alcoa at least 4 business days after the date of the provision of the information referred to in clause (2) above to provide a matching or superior proposal to the terms of the Alumina Limited Competing Transaction; and

(4) Alcoa has not announced a matching or superior proposal to the terms of the Alumina Limited Competing Transaction by the expiry of the 4 business day period.

If Alcoa proposes to Alumina Limited, or announces amendments to the Scheme or a new proposal that constitute a matching or superior proposal to the terms of the Alumina Limited Competing Transaction (an “Alcoa Counterproposal”) by the expiry of the 4 business day period, Alumina Limited has agreed to procure that Alumina Limited’s board considers the Alcoa Counterproposal and if Alumina Limited’s board, acting reasonably and in good faith, determines that the Alcoa Counterproposal would provide an equivalent or superior outcome for Alumina Limited shareholders as a whole compared with the Alumina Limited Competing Transaction, taking into account all of the terms and conditions of the Alcoa Counterproposal, then:

(1) Alumina Limited and Alcoa have agreed to use their best endeavors to agree the amendments to the Transaction Agreement and, if applicable, the Scheme and Deed Poll that are reasonably necessary to reflect the Alcoa Counterproposal and to implement the Alcoa Counterproposal, in each case as soon as reasonably practicable; and

(2) Alumina Limited has agreed to use its reasonable endeavors to procure that each independent Alumina Limited director and Alumina Limited’s Managing Director and Chief Executive Officer continues to recommend the Scheme (as modified by the Alcoa Counterproposal) to Alumina Limited Shareholders.

An “Alumina Limited Competing Transaction” means a proposal, offer, transaction or arrangement which, if completed, would mean a person (other than Alcoa or its Related Bodies Corporate) would:

(1) directly or indirectly, acquire an interest in or become the holder of 20% or more of the Alumina Limited shares (other than as custodian, nominee or bare trustee), other than in the circumstances of an acquisition in accordance with item 9 of Section 611 of the Australian Corporations Act by any person or their associate that is an Alumina Limited shareholder at the date of the Transaction Agreement;

(2) acquire control of Alumina Limited or any Alumina Limited Group Member which holds all, or substantially all, of the property or material assets of the Alumina Limited Group, within the meaning of Section 50AA of the Australian Corporations Act;

(3) directly or indirectly acquire, obtain a right to acquire, or otherwise obtain an economic interest in all or a substantial part or a material part of, the Alumina Limited Group’s interests in AWAC;

(4) otherwise acquire or merge (including by a reverse takeover bid or dual listed company structure or other synthetic merger) with Alumina Limited; or

(5) which otherwise requires Alumina Limited to abandon or to not proceed with the Scheme in a manner consistent with this document or otherwise would have the result that the Scheme is not reasonably able to be implemented, by whatever means.

An “Alumina Limited Superior Proposal” means a genuine Alumina Limited Competing Transaction (other than an Alumina Limited Competing Transaction that resulted from a breach of Alumina Limited’s exclusivity

obligations), which Alumina Limited’s board of directors, acting in good faith and after taking advice from its legal and financial advisors, determines (a) is reasonably capable of being completed within a reasonable time frame in accordance with its terms and (b) would, if completed substantially in accordance with its terms, be more favorable to Alumina Limited’s shareholders (as a whole) than the Scheme, taking into account all aspects of the Alumina Limited Competing Transaction, including the identity, reputation and financial condition of the person making such proposal, and all relevant legal, regulatory and financial matters (including the value and type of consideration, funding, any timing considerations, any conditions precedent or other matters affecting the probability of the proposal being completed).

An “Alcoa Competing Transaction” means a proposal, offer, transaction or arrangement which, if completed, would mean a person would:

(1) directly or indirectly, acquire an interest in or become the holder of 20% or more of the total voting power of, or of any class of, equity securities of Alcoa or any of its subsidiaries (other than as custodian, nominee or bare trustee);

(2) acquire control of Alcoa or any Alcoa Group Member which holds all, or substantially all, of the property or material assets of the Alcoa Group, within the meaning of Section 50AA of the Australian Corporations Act; or

(3) directly or indirectly acquire, obtain a right to acquire, or otherwise obtain an economic interest in 20% or more of the consolidated total assets (including equity securities of Alcoa’s subsidiaries) of, or business (including revenues or net income) conducted by, the Alcoa Group (which, for the avoidance of doubt, does not include an Alumina Limited Competing Transaction); or

(4) require Alcoa to abandon or to not proceed with the Scheme in a manner consistent with the Transaction Agreement, or otherwise would have the result that the Scheme is not reasonably able to be implemented, by whatever means.

An “Alcoa Superior Proposal” means a genuine Alcoa Competing Transaction (other than an Alcoa Competing Transaction that resulted from a breach of Alcoa’s exclusivity obligations), which Alcoa’s board of directors, acting in good faith and after taking advice from its legal and financial advisors, determines (a) is reasonably capable of being completed within a reasonable time frame in accordance with its terms and (b) would, if completed substantially in accordance with its terms, be more favorable to Alcoa’s shareholders (as a whole) than the Scheme, taking into account all aspects of the Alcoa Competing Transaction, including the identity, reputation and financial condition of the person making such proposal, and all relevant legal, regulatory and financial matters (including the value and type of consideration, funding, any timing considerations, any conditions precedent or other matters affecting the probability of the proposal being completed).

If Alcoa’s or Alumina Limited’s board of directors changes its recommendation in favor of the Scheme to publicly recommend an Alcoa Superior Proposal or Alumina Limited Superior Proposal, as applicable, a termination fee may be payable by Alcoa or Alumina Limited, as applicable, as described under “—Termination Fees” below.

Termination

The Transaction Agreement may be terminated by either Alcoa or Alumina Limited:

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if the Scheme has not become effective by December 31, 2024 or such other date agreed by Alcoa and Alumina Limited (the “End Date”), provided that the party purporting to terminate the Transaction Agreement has complied in all material respects with certain of its obligations under the Transaction Agreement;

•

if (a) a Consultation Failure has occurred or (b) the Court refuses to make orders convening the Scheme Meeting or approving the Scheme and the parties agree not to appeal or an independent counsel advises that an appeal would be futile; or

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if agreed to in writing by both parties.

The Transaction Agreement may be terminated by Alcoa:

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before 8:00 a.m. (Australian Eastern Standard Time) on the Second Court Date, if (a) any of Alumina Limited’s board members publicly adversely changes his or her recommendation from the form in the public announcement attached to the Transaction Agreement or otherwise makes a public statement indicating that they do not or no longer support the Scheme or support or endorse an Alumina Limited Competing Transaction or (b) any independent Alumina Limited director or Alumina Limited’s Managing Director and Chief Executive Officer does not state he or she intends to vote all of the Alumina Limited shares that he or she directly or indirectly owns or controls in favor of the Scheme at the Scheme Meeting, or withdraws or adversely modifies (including by attaching any qualifications to) an earlier statement that they intend to vote in favor of the Scheme at the Scheme Meeting (an “Alumina Limited Adverse Recommendation Change”); or

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Alcoa has received an Alcoa Superior Proposal and the Alcoa board has determined in good faith and acting reasonably having received advice from its external counsel specializing in corporate law, that by virtue of the fiduciary or statutory duties of Alcoa’s board, Alcoa is required to terminate this document as a result of the Alcoa Superior Proposal.

The Transaction Agreement may be terminated by Alumina Limited:

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before 8:00 a.m. (Australian Eastern Standard Time) on the Second Court Date, if Alumina Limited has received an Alumina Limited Competing Transaction and Alumina Limited’s board has determined that the Alumina Limited Competing Transaction constitutes an Alumina Limited Superior Proposal and the Alumina Limited board has determined in good faith and acting reasonably having received advice from its external counsel specializing in corporate law, that by virtue of the fiduciary or statutory duties of the Alumina Limited board members, Alumina Limited is required to terminate the Transaction Agreement as a result of the Alumina Limited Superior Proposal.

Termination Fees

Alumina Limited is required to pay a termination fee of US$22 million to Alcoa if:

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between the date of the Transaction Agreement and the termination of the Transaction Agreement, an Alumina Limited Competing Transaction of any kind is announced and, within 12 months of such announcement (whether or not before the termination of the Transaction Agreement), the third party who announced or made the Alumina Limited Competing Transaction completes an Alumina Limited Competing Transaction;

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Alcoa validly terminates the Transaction Agreement where any independent Alumina Limited director or Alumina Limited’s Managing Director and Chief Executive Officer makes an Alumina Limited Adverse Recommendation Change, except where (a) the Independent Expert’s report concludes that the Scheme is not in the best interests of Alumina Limited’s shareholders, other than due to the existence of an Alumina Limited Competing Transaction which the Independent Expert may reasonably regard to be on more favorable terms than the transaction contemplated by the Transaction Agreement or (b) the Court or ASIC requires or reasonably requests that the relevant Alumina Limited board member abstain from making a recommendation on the Scheme;

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Alumina Limited validly terminates the Transaction Agreement because its board of directors has determined, after completion of the process outlined under “—Exclusivity” above, that an Alumina Limited Competing Transaction is an Alumina Limited Superior Proposal, except where the Independent Expert’s report concludes that the Scheme is not in the best interests of Alumina Limited’s shareholders, other than due to the existence of an Alumina Limited Competing Transaction which the Independent Expert may reasonably regard to be on more favorable terms than the transaction contemplated by the Transaction Agreement; or

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Alcoa validly terminates the Transaction Agreement for Alumina Limited’s material breach of the Transaction Agreement (including any representation and warranty not being true and correct), taken in the context of the Scheme as a whole, subject to notice to Alumina Limited of the breach setting out the relevant circumstances and 10 business day cure period (or such shorter period ending at 8:00 a.m. (Australian Eastern Standard Time) on the Second Court Date) after such notice is given.

Alcoa is required to pay a termination fee of US$50 million to Alumina Limited if:

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between the date of the Transaction Agreement and the termination of the Transaction Agreement, an Alcoa Competing Transaction of any kind is announced and, within 12 months of such announcement (whether or not before the termination of the Transaction Agreement), the third party who announced or made the Competing Transaction completes an Alcoa Competing Transaction;

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Alcoa validly terminates the Transaction Agreement because its board of directors has determined, after completion of the process outlined under “—Exclusivity” above, that Alcoa is required to terminate the Transaction Agreement as a result of an Alcoa Superior Proposal;

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any board member of Alcoa makes an Alcoa Adverse Recommendation Change;

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Alcoa or Alcoa Bidder does not provide the Scheme Consideration in accordance with the terms and conditions of the Transaction Agreement, the Scheme and the Deed Poll; or

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Alumina Limited validly terminates the Transaction Agreement for Alcoa’s material breach of the Transaction Agreement (including any representation and warranty not being true and correct), taken in the context of the Scheme as a whole, subject to notice to Alcoa of the breach setting out the relevant circumstances and 10 business day cure period (or such shorter period ending at 8:00 a.m. (Australian Eastern Standard Time) on the Second Court Date) after such notice is given.

Alcoa is required to pay a termination fee of US$20 million to Alumina Limited if Alumina Limited validly terminates the Transaction Agreement on the basis that Alcoa has failed to obtain the approval of its stockholders for issuance of the New Alcoa Shares at its shareholder meeting.

Notwithstanding the foregoing, no termination fee is payable by either Alcoa or Alumina Limited if the Scheme becomes effective, and any amount already paid should be refunded.

Unless finally determined otherwise by the Takeovers Panel or a Court as described below, the maximum aggregate liability of a party under or in connection with the Transaction Agreement is the amount of the applicable termination fee, and the payment of the termination fee represents the maximum liability of the paying

party in aggregate in respect of the matter giving rise to the payment or otherwise under or in connection with the Transaction Agreement, provided that this limitation of liability does not impact either party’s right to specific performance or injunctive relief or any other remedies otherwise available in equity or law as a remedy for a breach or threatened breach of the Transaction Agreement or the Deed Poll.

If it is finally determined following the exhaustion of all reasonable avenues of appeal or review to the Takeovers Panel or a Court (or the period for lodging such appeals or commencing review proceedings has expired without an appeal having been lodged or review proceedings commenced) that all or any part of the termination fee payable by Alumina Limited or Alcoa, as applicable, (a) is, or would be if performed, unlawful; (b) involves a breach of the fiduciary or statutory duties of the Alumina Limited board of directors or Alcoa board of directors, as applicable; or (c) constitutes unacceptable circumstances as declared by the Takeovers Panel within the meaning of the Australian Corporations Act, then Alumina Limited’s or Alcoa’s obligation, as applicable, to pay the applicable termination fee or part of the termination fee does not apply and if Alcoa or Alumina Limited, as applicable, has received any such part of the termination fee it must refund it within 5 business days of such final determination.

Alcoa Preferred Stock

Alcoa has agreed to issue shares of Alcoa Preferred Stock to the CITIC Participant in lieu of New Alcoa CDIs that would have otherwise resulted in the CITIC Participant beneficially owning, in the aggregate, in excess of 4.5% of the outstanding shares of Alcoa common stock (including the shares underlying the New Alcoa CDIs) upon implementation of the Scheme. The designations, powers, rights and preferences and the qualifications, limitations and restrictions will be set forth on the Certificate of Designation. The form of the Certificate of Designation is attached as Schedule 2 of the Transaction Agreement, which is attached as Annex A.

The shares of New Alcoa Preferred Stock will be subject to the following terms, among others:

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The New Alcoa Preferred Stock will have no voting rights, except as may be required by applicable law and except as specified in the Certificate of Designation;

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Each share of New Alcoa Preferred Stock will be convertible into one share of Alcoa common stock, subject to adjustment under certain circumstances as set forth in the Certificate of Designation;

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Costs and Expenses

Except in respect of the termination fees described above and all stamp duty, registration fees and similar taxes (which are payable by Alcoa), each party has agreed to pay its own costs in connection with the preparation, negotiation, execution, and completion of the Transaction Agreement.

Governing Law

The Transaction Agreement is governed by the laws of Victoria, Australia.

Amendment and Waiver

A provision of or a right, power, or remedy under the Transaction Agreement may only be varied or waived with written consent of the party to be bound.

Scheme

The Scheme is the document which records the terms and conditions of the arrangement between Alumina Limited and Alumina Limited shareholders that gives effect to the Transaction. The principal terms have the effect that Alcoa Bidder will acquire all of the Alumina Limited Shares in exchange for the Scheme Consideration.

The Scheme provides that, if the Scheme becomes effective, all Alumina Limited Shares held by Scheme Participants as of the Scheme Record Date will be transferred to Alcoa Bidder on the Implementation Date and each Scheme Participant will be entitled to receive 0.02854 New Alcoa CDIs in respect of each Alumina Limited Share it held as of the Scheme Record Date (except that, (i) Ineligible Foreign Shareholders will receive their pro rata share of the net cash proceeds by the Sale Nominee of the Sale Nominee Alcoa Shares, (ii) the ADR Depositary (or its custodian) will receive, for each Alumina Limited Share, 0.02854 shares of Alcoa common stock and (iii) the CITIC Participant will receive, for certain of their Alumina Limited Shares, 0.02854 shares of New Alcoa Preferred Stock). The Scheme appoints Alumina Limited and its directors and secretaries as attorney and agent for each Alumina Limited shareholder in order for them to execute any document necessary or expedient to give effect to the Scheme and to enforce the Deed Poll against Alcoa and Alcoa Bidder.

The Scheme provides that Alumina Limited may consent to any variations, alterations or conditions to the Scheme imposed by the Court only with Alcoa’s consent.

The Scheme includes a deemed warranty from Alumina Limited shareholders in favor of Alcoa Bidder that the Alumina Limited Shares transferred under the Scheme will, at the date of transfer, be fully paid and free from all encumbrances.

The Scheme provides that Alcoa or Alcoa Bidder will pay all stamp duty payable in connection with the transfer of the Alumina Limited shares to Alcoa Bidder.

Deed Poll

The Scheme, once effective, is binding upon Alumina Limited and all Alumina Limited shareholders (whether or not they voted in favor of the resolution to approve the Scheme at the Alumina Limited shareholders meeting). The Scheme operates as an agreement between Alumina Limited and all Alumina Limited shareholders, and includes obligations of Alcoa and Alcoa Bidder that are necessary in order for the Scheme to be implemented, including obligations that relate to provision of the Scheme Consideration.

However, Alcoa and Alcoa Bidder are not parties to the Scheme, and therefore, do not under the Scheme owe a contractual obligation in favor of Alumina Limited shareholders to perform all of their respective obligations under the Scheme, including provision of the Scheme Consideration. Accordingly, the Deed Poll is entered into by Alcoa and Alcoa Bidder in order for each of them to covenant in favor of Scheme Participants to perform all of their respective obligations under the Scheme, including provision of the Scheme Consideration. The Deed Poll, therefore, gives Scheme Participants a direct contractual right against each of Alcoa and Alcoa Bidder to enforce performance of their respective obligations under the Scheme.

PROPOSAL 1

ISSUANCE OF ALCOA SHARES IN THE TRANSACTION

Alcoa’s board of directors has adopted a resolution authorizing, approving, declaring advisable and recommending to Alcoa stockholders for their approval the issuance of New Alcoa Shares to Alumina Limited shareholders pursuant to the Scheme and the Deed Poll and as contemplated by the Transaction Agreement.

Section 312.03 of the NYSE Listed Company Manual requires stockholder approval for certain issuances of common stock, including instances where the number of shares of common stock to be issued is, or will be upon issuance, equal to or in excess of 20% of the number of shares of common stock outstanding on a non-diluted basis before the issuance of the common stock or of securities convertible into or exercisable for common stock.

As of June 5, 2024, 179,561,504 shares of Alcoa common stock were issued and outstanding and no shares of Alcoa common stock were held as treasury stock. Upon the completion of the Transaction, Alumina Limited shareholders would acquire an aggregate of up to approximately 82,932,035 shares of Alcoa common stock (including the shares of Alcoa common stock issuable upon conversion of shares of New Alcoa Preferred Stock issued to the CITIC Participant). Because the number of shares of Alcoa common stock to be issued is in excess of 20% of the number of shares of common stock outstanding on a non-diluted basis before such issuance, Section 312.03 of the NYSE Listing Company Manual requires Alcoa to obtain stockholder approval before completing the Transaction.

Required Vote and Board of Directors’ Recommendation

Assuming a quorum is present, approval of the Transaction Proposal will require the affirmative vote of a majority of the shares present in person or represented by proxy at the Special Meeting and entitled to vote thereon. For approval of the Transaction Proposal, you may vote “FOR,” “AGAINST” or “ABSTAIN.” Any abstentions or attending non-votes will have the same effect as a vote “AGAINST” the Transaction Proposal.

The vote on the Transaction Proposal is a vote separate and apart from the Adjournment Proposal. Accordingly, you may vote in favor of the Adjournment Proposal and vote not to approve the Transaction Proposal and vice versa. If Alcoa stockholders fail to approve the Transaction Proposal, the Transaction will not occur and a termination fee of $20 million may be payable to Alumina Limited.

Alcoa’s board of directors unanimously recommends that you vote “FOR” the approval of the Transaction Proposal.

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PROPOSAL 2

ADJOURNMENT OF SPECIAL MEETING

Alcoa is asking its stockholders to consider and vote upon a proposal to approve one or more adjournments of the Special Meeting, if necessary or appropriate.

If the number of shares of Alcoa common stock present or represented by proxy at the Special Meeting voting in favor of the Transaction Proposal is insufficient to approve the Transaction Proposal at the time of the Special Meeting, then Alcoa may move to adjourn the Special Meeting in order to enable its board of directors to solicit additional proxies in respect of the Transaction Proposal. In that event, Alcoa stockholders will be asked to vote only upon the Adjournment Proposal, and not on the Transaction Proposal.

In the Adjournment Proposal, you are being asked to authorize the holder of any proxy solicited by Alcoa’s board of directors to vote in favor of granting discretionary authority to the proxy or attorney-in-fact to adjourn the Special Meeting one or more times. If Alcoa stockholders approve the Adjournment Proposal, Alcoa could adjourn the Special Meeting and any adjourned session of the Special Meeting and use the additional time to solicit additional proxies, including the solicitation of proxies from Alcoa stockholders that have previously returned properly executed proxies or authorized a proxy by using the Internet or telephone. Among other things, approval of the Adjournment Proposal could mean that, even if Alcoa has received proxies representing a sufficient number of votes against the Transaction Proposal such that the Transaction Proposal would be defeated, Alcoa could adjourn the Special Meeting without a vote on the Transaction Proposal and seek to obtain sufficient votes in favor of the Transaction Proposal to obtain approval of the Transaction Proposal.

Required Vote and Board of Directors’ Recommendation

Approval of the Adjournment Proposal will require the affirmative vote of a majority of the shares present in person or represented by proxy at the Special Meeting and entitled to vote thereon (whether or not a quorum is present). You may vote “FOR,” “AGAINST” or “ABSTAIN” for the Adjournment Proposal. Any abstentions or attending non-votes will have the same effect as a vote “AGAINST” the Adjournment Proposal.

The vote on the Adjournment Proposal is a vote separate and apart from the Transaction Proposal. Accordingly, you may vote in favor of the Transaction Proposal and vote not to approve the Adjournment Proposal and vice versa. The approval of the Adjournment Proposal is not a condition to the closing.

Alcoa’s board of directors unanimously recommends that you vote “FOR” the approval of the Adjournment Proposal.

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FUTURE ALCOA STOCKHOLDER PROPOSALS AND NOMINATIONS

Alcoa stockholders may present proper proposals for inclusion in Alcoa’s proxy statement for the 2025 annual meeting of Alcoa stockholders by submitting their proposals in writing to Alcoa’s Secretary in a timely manner. For a stockholder proposal to be considered for inclusion in Alcoa’s proxy statement for the 2025 annual meeting of stockholders, Alcoa’s Secretary must receive the written proposal at its principal executive offices no later than November 19, 2024. In addition, stockholder proposals must comply with the requirements of Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), regarding the inclusion of stockholder proposals in company-sponsored proxy materials. Stockholder proposals should be addressed to:

Alcoa Corporation

Attention: Secretary

201 Isabella Street, Suite 500

Pittsburgh, Pennsylvania 15212-5858

Alcoa’s Amended and Restated Bylaws also establish an advance notice procedure for stockholders who wish to present a proposal before an annual meeting of stockholders but do not intend for the proposal to be included in Alcoa’s proxy statement. For any proposal that is not submitted for inclusion in Alcoa’s proxy statement, but is instead sought to be presented directly at the 2025 annual meeting of Alcoa stockholders, notice of intention to present the proposal, including all information required to be provided by the stockholder in accordance with Alcoa’s Amended and Restated Bylaws, must be received in writing at Alcoa’s principal executive offices not later than the close of business on February 9, 2025, and not earlier than the close of business on January 10, 2025.

In the event that Alcoa holds the 2025 annual meeting of stockholders more than 30 days before or more than 60 days after the one-year anniversary of the date of the 2024 annual meeting of stockholders (May 10, 2024), notice of a stockholder proposal that is not intended to be included in Alcoa’s proxy statement must be received no earlier than the close of business on the 120th day before the 2025 annual meeting of stockholders and no later than the close of business on the later of the 90th day prior to the 2025 annual meeting of stockholders or, if the first public announcement is less than 100 days prior to the date of the 2025 annual meeting of stockholders, the 10th day following the day on which public announcement of the date of the 2025 annual meeting of stockholders is first made by Alcoa.

Recommendation and Nomination of Director Candidates

Alcoa’s Governance and Nominating Committee of the Board of Directors (for purposes of this section, the “Committee”) will consider candidates for the Board recommended by stockholders. Any stockholder wishing to recommend a candidate for director should submit the recommendation in writing to Alcoa’s principal executive offices: Alcoa Corporation, Governance and Nominating Committee, c/o Secretary, 201 Isabella Street, Suite 500, Pittsburgh, Pennsylvania 15212-5858. The written submission should comply with all requirements set forth in Alcoa’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws. Such requirements include, without limitation, information that would be required to be disclosed in a proxy statement or other filings pursuant to Section 14 of the Exchange Act, a description of all direct and indirect compensation, and other arrangements between the proposed nominee and the nominating stockholder, and a completed questionnaire with respect to the background and qualification of the proposed nominee. The Committee will consider all candidates recommended by stockholders who comply with the foregoing procedures and satisfy Alcoa’s minimum qualifications for director nominees and Board member attributes.

In addition, Alcoa’s Amended and Restated Bylaws permit stockholders to nominate directors for election at an annual meeting of stockholders. To nominate a director, the stockholder must provide the information required by Alcoa’s Amended and Restated Bylaws. Additionally, the stockholder must give timely notice to Alcoa’s Secretary in accordance with Alcoa’s Amended and Restated Bylaws, which, in general, require that the notice

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be received by Alcoa’s Secretary within the time periods described above for stockholder proposals that are not intended to be included in a proxy statement.

Proxy Access Director Nominations

In addition to the advance notice procedures, Alcoa’s Amended and Restated Bylaws also include provisions permitting, subject to certain terms and conditions set forth therein, stockholders who have maintained continuous qualifying ownership of at least 3% of outstanding Alcoa common stock for at least three years to nominate a number of director candidates not to exceed the greater of two candidates or 20% of the number of directors then in office who will be included in Alcoa’s annual meeting proxy statement. Proxy access candidates and the stockholder nominators meeting the qualifications and requirements set forth in Alcoa’s Amended and Restated Bylaws will be included in Alcoa’s proxy statement and ballot. To be timely, an eligible stockholder’s proxy access notice must be delivered to Alcoa’s principal executive offices, Alcoa Corporation, 201 Isabella Street, Suite 500, Pittsburgh, Pennsylvania 15212-5858, Attention: Secretary, no earlier than 150 days and no later than 120 days before the one-year anniversary of the date that Alcoa commenced mailing of its definitive proxy statement for the immediately preceding annual meeting, except as otherwise provided in Alcoa’s Amended and Restated Bylaws. For the 2025 annual meeting of Alcoa stockholders, such notice must be delivered to the Secretary no earlier than October 20, 2024 and no later than November 19, 2024.

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WHERE YOU CAN FIND MORE INFORMATION

Where Stockholders Can Find More Information about Alcoa

Alcoa files annual, quarterly and current reports, proxy statements and other information with the SEC. Alcoa’s SEC filings are available to the public at the SEC’s website at www.sec.gov or at Alcoa’s website at www.alcoa.com. Unless otherwise provided below, the information provided in Alcoa’s SEC filings (or available on Alcoa’s website or the SEC’s website) is not part of this proxy statement and is not incorporated by reference.

The SEC allows Alcoa to incorporate by reference into this proxy statement documents it files with the SEC. This means that, if you are an Alcoa stockholder, Alcoa can disclose important information to you by referring you to those documents.

The information filed by Alcoa and incorporated by reference is considered to be a part of this proxy statement, and later information that Alcoa files with the SEC will update and supersede that information. Statements contained in this proxy statement, or in any document incorporated in this proxy statement by reference, regarding the contents of any contract or other document are not necessarily complete and each such statement is qualified in its entirety by reference to such contract or other document filed as an exhibit with the SEC. Alcoa incorporates by reference the documents listed below and any documents filed by Alcoa with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than documents or information “furnished” to and not “filed” with the SEC) after the date of this proxy statement and before the date of the Special Meeting:

•

Alcoa’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 21, 2024;

•

Alcoa’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 filed with the SEC on May 2, 2024;

•

Alcoa’s Current Reports on Form 8-K filed with the SEC on January 9, 2024, January 17, 2024, January 19, 2024, February 26, 2024, March 5, 2024, March 7, 2024, March 12, 2024, March 21, 2024, May 16, 2024 and May 20, 2024;

•

The description of Alcoa’s capital stock contained in Exhibit 4.6 to Alcoa’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on February 21, 2020, including any amendments or reports filed for the purpose of updating such description; and

•

Definitive Proxy Statement on Schedule 14A filed on March 19, 2024.

Alcoa undertakes to provide without charge to each person to whom a copy of this proxy statement has been delivered, upon request, by first-class mail or other equally prompt means, a copy of any or all of the documents incorporated by reference into this proxy statement, other than the exhibits to these documents, unless the exhibits are specifically incorporated by reference into the information that this proxy statement incorporates.

Requests for copies of Alcoa’s filings should be directed to the Secretary at Alcoa Corporation at 201 Isabella Street, Suite 500, Pittsburgh, Pennsylvania 15212-5858 or by email at Corporate_Secretary@Alcoa.com.

Document requests from Alcoa should be made no later than five business days before the Special Meeting in order to receive them before the Special Meeting. Therefore, if you would like to request documents from Alcoa, please do so by July 9, 2024 in order to receive them before the Special Meeting.

Stockholders should not rely on information other than that contained or incorporated by reference in this proxy statement. Alcoa has not authorized anyone to provide information that is different from that contained in this proxy statement. This proxy statement is dated June 6, 2024. No assumption should be made that the information contained in this proxy statement is accurate as of any date other than that date, and the mailing of this proxy statement will not create any implication to the contrary.

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If you would like additional copies of this proxy statement, without charge, you should contact Alcoa’s proxy solicitor, Innisfree, at 1-877-750-9501 (toll-free from the U.S. and Canada) or at 1-412-232-3651 (from other countries).

Where Stockholders Can Find More Information about Alumina Limited

Alumina Limited is subject to regular reporting and disclosure obligations under the Australian Corporations Act on ASX listing rules. As a company listed on the ASX, Alumina Limited is subject to the ASX listing rules which, subject to certain exceptions, require immediate disclosure to the ASX of any information of which Alumina Limited is aware which a reasonable person would expect to have a material effect on the price or value of its securities.

ASIC also maintains records of documents lodged with it by Alumina Limited, and these may be obtained from or inspected at any office of ASIC.

Information is also available on Alumina Limited’s website at www.AluminaLimited.com. The information provided on Alumina Limited’s website is not part of this proxy statement and is not incorporated by reference.

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Annex A


		Execution version

Deed of Amendment and Restatement

in relation to the Scheme Implementation Deed

Alcoa Corporation

AAC Investments Australia 2 Pty Ltd

ACN 675 585 850

Alumina Limited

ACN 004 820 419

20 May 2024

Contents


1.	Interpretation		A-3

	1.1	Definitions	A-3

	1.2	Interpretation	A-3

	1.3	Components	A-3

2.	Consideration		A-3

3.	Amendment		A-4

	3.1	Amendment to the Scheme Implementation Deed	A-4

	3.2	References	A-4

	3.3	Amendments to not affect validity, rights and obligations	A-4

	3.4	Confirmation	A-4

	3.5	Acknowledgement	A-4

4.	Representations and warranties		A-4

5.	Public announcements		A-5

6.	General		A-5

	6.1	Notices	A-5

	6.2	Governing law and jurisdiction	A-5

	6.3	Liability for expenses	A-5

	6.4	Boilerplate	A-5

	6.5	Deed is supplemental	A-5

Schedule

1.	Amended form of the Scheme Implementation Deed		A-6

2.	Public announcements		A-89

3.	Signing page		A-165

THIS DEED is made on 20 May 2024

BETWEEN:

(1)	Alcoa Corporation whose registered office is at 201 Isabella Street, Suite 500, Pittsburgh, PA 15212-5858 United States of America (Alcoa);

(2)	AAC Investments Australia 2 Pty Ltd ACN 675 585 850 whose registered office is at c/- Ashurst Level 16, 80 Collins Street, South Tower, Melbourne Victoria 3000 Australia (Alcoa Bidder); and

(3)	Alumina Limited ACN 004 820 419 whose registered office is at Level 36, 2 Southbank Boulevard, Southbank, Victoria 3006 Australia (Alumina).

RECITALS:

(A)	Alcoa, Alcoa Bidder and Alumina are parties to a scheme implementation deed dated 12 March 2024 (the Scheme Implementation Deed).

(B)	Clause 21.1 of the Scheme Implementation Deed provides that a variation of any term of the Scheme Implementation Deed must be in writing and signed by the party to be bound.

(C)	The parties have agreed to amend and restate the Scheme Implementation Deed on the terms and in the manner set out in this deed.

THE PARTIES AGREE AS FOLLOWS:

1.	Interpretation

1.1	Definitions

A term defined in the Scheme Implementation Deed and not in this deed has the same meaning in this deed as in the Scheme Implementation Deed, unless expressly amended by this deed or the context requires otherwise.

1.2	Interpretation

(a)

Subject to clause 1.2(b), clause 1.2 of the Scheme Implementation Deed applies to this deed but read as if references to ‘this document’ in the Scheme Implementation Deed are references to this deed.

(b)

The parties acknowledge and agree that each reference to ‘the date of this document’ in the Scheme Implementation Deed will be taken to mean 12 March 2024, notwithstanding the terms of this deed.

1.3	Components

This deed includes any schedule.

2.	Consideration

Each party acknowledges that it has received valuable consideration for entering into this deed.

A-3

3.	Amendment

3.1	Amendment to the Scheme Implementation Deed

With effect on and from the date of this deed, the Scheme Implementation Deed is amended and restated as set out in the amended version attached as Schedule 1 and is to be read as a single integrated document incorporating the amendments effected by this deed.

3.2	References

On and from the date of this deed, any reference in any document (other than this deed) to the Scheme Implementation Deed is a reference to the Scheme Implementation Deed as amended under clause 3.1.

3.3	Amendments to not affect validity, rights and obligations

The parties acknowledge that:

(a)

this deed is intended only to vary the Scheme Implementation Deed and not to terminate, discharge, rescind or replace it;

(b)

the amendments to the Scheme Implementation Deed set out in Schedule 1 do not affect the validity or enforceability of the Scheme Implementation Deed; and

(c)

nothing in this deed:

(i)

prejudices or adversely affects any right, power, authority, discretion or remedy which arose under or in connection with the Scheme Implementation Deed before the date of this deed; or

(ii)

discharges, releases or otherwise affects any liability or obligation which arose under or in connection with the Scheme Implementation Deed before the date of this deed.

3.4	Confirmation

On and with effect from the date of this deed, each party is bound by the Scheme Implementation Deed as amended by this deed.

3.5	Acknowledgement

Each party acknowledges that this deed is issued in accordance with the Scheme Implementation Deed.

4.	Representations and warranties

The parties acknowledge and agree that:

(a)

in respect of Alumina, each representation and warranty made or given under clauses 13.1(a) (status), 13.1(b) (power), 13.1(c) (no contravention), 13.1(d) (authorisations) and 13.1(e) (validity of obligations) of the Scheme Implementation Deed is given in relation to this deed as at the date of this deed;

(b)

in respect of Alcoa, each representation and warranty made or given under clauses 13.4(a) (status), 13.4(b) (power), 13.4(c) (no contravention), 13.4(d) (authorisations) and 13.4(e) (validity of obligations) of the Scheme Implementation Deed is given in relation to this deed as at the date of this deed; and

(c)

in respect of Alcoa Bidder, each representation and warranty made or given under clauses 13.5(a) (status), 13.5(b) (power), 13.5(c) (no contravention), 13.5(d) (authorisations) and 13.5(e) (validity of obligations) of the Scheme Implementation Deed is given in relation to this deed as at the date of this deed,

A-4

in each case, in addition to the timing such representations and warranties are made or given in accordance with clause 13.10(a) of the Scheme Implementation Deed.

5.	Public announcements

Immediately after signing this deed (and in any case within 24 hours), Alumina and Alcoa must issue a public announcement in relation to the amendments to the Scheme Implementation Deed as contemplated by this deed in the forms contained in Schedule 2.

6.	General

6.1	Notices

Any notice or other communication including any request, demand, consent or approval to or by a party to this deed must be provided in accordance with clause 17 of the Scheme Implementation Deed.

6.2	Governing law and jurisdiction

The governing law and jurisdiction provision set forth in clause 22 of the Scheme Implementation Deed applies as if incorporated in this deed but as if references to ‘this document’ in the Scheme Implementation Deed are to this deed.

6.3	Liability for expenses

Each party must pay its own expenses incurred in negotiating, executing, stamping and registering this deed.

6.4	Boilerplate

Clauses 19 (Costs), 21.9 (Counterparts), 21.10 (Entire agreement), 21.11 (Further steps), 21.14 (Rules of construction), 21.17 (No representation or reliance) and 22 (Governing law) of the Scheme Implementation Deed apply to this deed but read as if references to ‘this document’ in the Scheme Implementation Deed are to this deed.

6.5	Deed is supplemental

This deed is supplemental to the Scheme Implementation Deed.

A-5

Deed of Amendment and Restatement

Schedule 1

Amended form of the Scheme Implementation Deed

LOGO

Amended and Restated Scheme Implementation Deed

Dated 20 May 2024

Alcoa Corporation (Alcoa)

AAC Investments Australia 2 Pty Ltd (Alcoa Bidder)

Alumina Limited (Alumina)

King & Wood Mallesons

Level 27

Collins Arch

447 Collins Street

Melbourne VIC 3000

Australia

T +61 3 9643 4000

F +61 3 9643 5999

DX 101 Melbourne

www.kwm.com

A-6

Amended and Restated Scheme Implementation Deed

Contents


Details		A-11

General terms		A-12
1	Definitions and interpretation	A-12

1.1	Definitions	A-12
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