Alcoa – South32 aluminium assets

MN-25047

Alcoa Corporation (**Alcoa**) proposes to acquire shares in five legal entities within the South32 Group (**South32**) that hold interests in bauxite, alumina and aluminium assets in Australia, South Africa and Brazil (the **Acquisition**). The assets held by these South32 entities comprise: * 86% ownership in the integrated bauxite mining and alumina refining operations in Western Australia (Boddington/Worsley) * 33% interest in the Trombetas bauxite mine in Brazil (subject to exercise of pre-emptive rights held by the other parties) * 36% interest in the Alumar alumina refinery at São Luís in Brazil * 40% interest in the Alumar aluminium smelter at São Luís in Brazil * 100% interest in the Hillside aluminium smelter in South Africa, and * 100% interest in the idled Bayside aluminium smelter in South Africa. Alcoa, a Delaware corporation headquartered in Pittsburgh, Pennsylvania, is a globally integrated aluminium producer, with assets and operations active in each step of the aluminium production chain. Alcoa has key assets in Australia, Brazil, North America, Africa and Europe. In Australia, Alcoa has the following operating assets: * Two bauxite mines in Western Australia (Huntly and Willowdale) * Two alumina refineries in Western Australia (Pinjarra and Wagerup), and * One aluminium smelter in Victoria (Portland). South32, headquartered in Perth, Western Australia, is a diversified natural resources company with operations in the aluminium production chain. South32 also has operations in copper and zinc as well as other mining assets, which are not part of the Acquisition. In Australia, South32 has an integrated operation in Western Australia where it mines bauxite (Boddington) and transfers that bauxite to an alumina refinery in Worsley. South32 also has a 63.7% ownership stake in the Mozal aluminium smelter in Mozambique, which is not part of the Acquisition.