Alumina Limited ('Alumina') has received a non-binding, indicative and conditional proposal from Alcoa Corporation ('Alcoa') to acquire 100% of the ordinary shares on issue in Alumina via a scheme of arrangement, for scrip consideration of 0.02854 shares of Alcoa common stock for each Alumina share.

The Proposal is at a 13.1% premium to the share price of Alumina on 23 February 20241 and implies a 19.5 % premium based on the average exchange ratio over the last 12 months.2 The Proposal follows earlier indicative offers from Alcoa and a period of negotiation, which included the mutual provision of commercial, financial and legal due diligence information that was shared between the parties.

Following review of the Proposal, the Alumina Board has confirmed that its Independent Nonexecutive Directors and Managing Director and CEO intend, subject to entry into definitive transaction documentation, to recommend to Alumina Shareholders to vote in favour of the Proposal in the absence of a superior proposal and subject to an independent expert concluding (and continuing to conclude) that the Proposal is in the best interests of Alumina shareholders. Alumina has entered into a Transaction Process and Exclusivity Deed with Alcoa, which grants Alcoa a 20 business day period of exclusivity.

The Transaction Process and Exclusivity Deed is attached. The Proposal is subject to negotiation and execution of mutually satisfactory definitive transaction documentation, which is expected to be subject to customary conditions and regulatory approvals standard for a transaction of this kind, including Alumina and Alcoa shareholder approval. Alcoa has informed Alumina that Allan Gray Australia has entered into an agreement with Alcoa that gives Alcoa the right to acquire up to 19.9% of Alumina for 0.02854 Alcoa shares for each Alumina share. The conditional share sale agreement will be disclosed in a substantial holder notice to be released to ASX. The Alumina Board notes that there is no certainty that the Proposal will result in a binding offer for Alumina.

Alumina shareholders do not need to take any action in relation to the Proposal. Alumina has retained Flagstaff Partners and BofA Securities to act as financial advisers and King & Wood Mallesons as Australian legal adviser in connection with the Proposal

Contact:

Craig Evans Tim Duncan

Tel: +61 3 8699 2603

Email: craig.evans@aluminalimited.com

Forward-looking statements

Any forward-looking statements contained in this document are not guarantees of future performance. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, many of which are beyond the control of Alumina Limited and its directors, officers, employees and agents that may cause actual results to differ materially from those expressed or implied in such statements. Those risks, uncertainties and other factors include (without limitation): (a) material adverse changes in global economic conditions, alumina or aluminium industry conditions or the markets served by AWAC; (b) changes in production or development costs, production levels or sales agreements; (c) changes in laws, regulations, policies or regulatory decision making; (d) changes in alumina or aluminium prices or currency exchange rates; (e) Alumina Limited does not hold a majority interest in AWAC and decisions made by majority vote may not be in the best interests of Alumina Limited and (f) the other risk factors summarised in Alumina Limited's Annual Report 2022. Readers should not place undue reliance on forward-looking statements. Except as required by law, Alumina Limited disclaims any responsibility to update or revise any forward-looking statements to reflect any new information or any change in the events, conditions or circumstances on which a statement is based or to which it relates.

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