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On May 5, 2017, Arconic Inc. issued the following communication to shareholders:

Following Arconic’s announcement yesterday that its Board is nominating two new director candidates with exceptional credentials, Elliott responded by simply repeating its overblown and misleading claims. It defies reality for Elliott to suggest that Arconic does not have a track record of embracing change. Arconic has recently undergone numerous changes that, in the aggregate, have been truly transformational - including its separation from Alcoa Corp into a new standalone public company just last November, the departure of Arconic’s Chairman and CEO last month, the announcement in December of a strategic 3-year plan with specific financial objectives, the substantial refreshment of the Board with 7 of the 11 directors having joined within the last 16 months, and various governance and operational changes including the creation of a finance committee, modifications to executive compensation and adoption of proxy access. In addition, Elliott’s hyperbolic assertions regarding vote-buying and “poison puts” are just plain false.

In our extensive engagements with Elliott, it has become very clear to us that Elliott is seeking creeping control in an effort to pressure Arconic into adopting a half-baked and fundamentally misguided approach to our business operations. We believe Elliott’s proposals would seriously jeopardize the progress we are making in executing our plan to create compelling shareholder value. Last week, for example, we announced strong first quarter earnings (our first full quarter as a standalone company) as well as our execution of a debt-for-equity exchange agreement to complete the monetization of our retained stake in Alcoa Corp on a tax efficient basis.

While it is puzzling why Elliott is pushing for operational changes that seem so clearly contrary to sound business judgment, our educated guess is that Elliott basically does not care whether Arconic is thriving in three, five or ten years from now – indeed, we believe it is telling that, in our prior settlement discussions with Elliott, they were very focused on having an unfettered ability to sell their shares at any time and accordingly insisted on registration rights as a key settlement term.

Link to our most recent materials can be found here: