On July 27, 2016, Alcoa Inc. (the “Company” or the
“Registrant”) issued a press release announcing that it plans to effect a reverse stock split of its common stock, par value $1.00 per share (the “common stock”), at a reverse stock split ratio of one-for-three and a
proportionate reduction in the number of authorized shares of its common stock from 1,800,000,000 to 600,000,000. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
On July 27, 2016, the Company filed with the U.S. Securities Exchange Commission (the “SEC”) a preliminary proxy statement on
Schedule 14A which includes additional information about the reverse stock split and authorized share reduction, in connection with the special meeting of shareholders to be held for shareholders to vote on the reverse stock split and authorized
share reduction (the “Special Meeting”). Holders of Alcoa common stock as of the close of business on August 3, 2016 will be entitled to notice of and to vote at the Special Meeting, which is scheduled to be held on October 5, 2016. The
preliminary proxy statement is available on the SEC’s website at www.sec.gov.
While the Company intends to effect the reverse stock
split and authorized share reduction, subject to market and other customary conditions, including shareholder approval, there can be no assurance that the reverse stock split and authorized share reduction will be consummated or that either will
achieve its intended effects. The Company reserves the right, in its discretion, to abandon the reverse stock split and authorized share reduction at any time prior to filing the applicable articles of amendment in the Pennsylvania Department
of State.
Important Information about the Reverse Stock Split Proposal
This communication may be deemed to be solicitation material in connection with the proposal to be submitted to Alcoa’s shareholders at
its special meeting seeking approval to effect a reverse stock split and a reduction in the number of authorized shares of its common stock (the “Reverse Split Proposal”). In connection with the Reverse Split Proposal, Alcoa has filed
a preliminary proxy statement on Schedule 14A with the SEC. Shareholders are urged to read the preliminary proxy statement and all other relevant documents filed with the SEC when they become available, including the definitive proxy statement,
because they will contain important information about the Reverse Split Proposal.
Investors and security holders will be able to obtain
the documents (when available) free of charge at the SEC’s website, www.sec.gov. In addition, shareholders may obtain free copies of the documents filed with the SEC when available at Alcoa’s website, www.alcoa.com. You also may
read and copy any reports, statements and other information filed by Alcoa with the SEC at the SEC public reference room at 100 F Street, N.E. Room 1580, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 or visit the SEC’s
website for further information on its public reference room.
Participants in the Solicitation
Alcoa and its directors and executive officers may be deemed to be participants in the solicitation of proxies from Alcoa’s shareholders
in respect of the Reverse Split Proposal. Information about the directors and executive officers of Alcoa is set forth in Alcoa’s proxy statement for its 2016 Annual Meeting of Shareholders, which was filed with the SEC on March 24,
2016. Investors may obtain additional information regarding the interests of Alcoa and its directors and executive officers in the Reverse Split Proposal by reading the preliminary proxy statement and, when it becomes available, the definitive
proxy statement relating to the special meeting.
Forward-Looking Statements
This communication 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 “anticipates,” “believes,” “could,” “estimates,”
“expects,” “forecasts,” “goal,” “intends,” “may,” “outlook,” “plans,” “projects,” “seeks,”
“sees,” “should,” “targets,” “will,” “would,” or other words of similar meaning. All statements that reflect Alcoa’s expectations, assumptions or projections about the future, other than
statements of historical fact, are forward-looking statements, including, without limitation, statements about the reverse stock split, authorized share reduction and special meeting. Forward-looking statements are not guarantees of future
performance and are subject to 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 the possibility that shareholder approval for the reverse stock split and authorized share reduction will not be obtained and the other risk factors discussed in Alcoa’s Form 10-K for the year ended
December 31, 2015, and other reports filed with the SEC. Alcoa disclaims 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.