Alumina : Alcoa Separation Plan Confirms Alumina's Contention

Microsoft Word - ASX announcement 2016-26 Alcoa Separate Plan

ASX Announcement 30 June 2016

Alcoa Separation Plan Confirms Alumina's Contention Alumina remains firm on its consent and option rights; Trial date set for September 20th

Alumina Limited (ASX: AWC) today released the following statement in response to Alcoa Inc's (NYSE: AA) initial Form 10 filing with the U.S. Securities and Exchange Commission, in which Alcoa describes the proposed spinoff of its upstream business.

In its filing, Alcoa makes it clear that it intends to create a new legal entity for a separate, independent, publicly traded company that will hold its upstream interests, including its 60% interest in the AWAC joint venture with Alumina.

"Alcoa's separation plan confirms our contention, which is before the Chancery Court in Delaware, that Alcoa intends to exit the AWAC joint venture and transfer its interests in AWAC to a new legal entity that will not be controlled by the existing participants in the AWAC arrangement," said Peter Wasow, CEO of Alumina.

"In our view this is in clear breach of the AWAC joint venture agreements."

"Alumina remains of the view that to do so triggers offer rights in its favour and requires Alumina's consent".

The AWAC agreements contain specific provisions expressly granting Alumina various consent and option rights. In Alumina's view, the agreements include provisions prohibiting Alcoa from assigning its joint venture rights and obligations to give effect to its planned spinoff, except with the prior written consent of Alumina, and requires Alcoa to provide a first option right to Alumina to acquire Alcoa's interests in the AWAC companies. The 60% interest in the AWAC companies together will comprise a substantial proportion of the overall assets of the newly created company, and thus the inclusion of the AWAC joint venture assets in the new upstream company is central to Alcoa's separation plan.

Alumina remains committed to pursuing its rights under the AWAC arrangements, with the Court having set a trial date of September 20, 2016.

Stephen Foster Company Secretary

30 June 2016

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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 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 or policies; (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's Annual Report 2015. Readers should not place undue reliance on forward-looking statements. Except as required by law, Alumina 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.

This presentation contains certain non-IFRS financial information. This information is presented to assist in making appropriate comparisons with prior year and to assess the operating performance of the business. Where non-IFRS measures are used, definition of the measure, calculation method and/or reconciliation to IFRS financial information is provided as appropriate or can be found in the Alumina Limited's ASX Full-Year Report for the period ended 31 December 2015.

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