EX-2.1
from 8-K
166 pages
This Deed Is Made on 20 May 2024 Between: (1) Alcoa Corporation Whose Registered Office Is at 201 Isabella Street, Suite 500, Pittsburgh, Pa 15212-5858 United States of America (Alcoa); (2) Aac Investments Australia 2 Pty Ltd Acn 675 585 850 Whose Registered Office Is at C/- Ashurst Level 16, 80 Collins Street, South Tower, Melbourne Victoria 3000 Australia (Alcoa Bidder); and (3) Alumina Limited Acn 004 820 419 Whose Registered Office Is at Level 36, 2 Southbank Boulevard, Southbank, Victoria 3006 Australia (Alumina). Recitals: (A) Alcoa, Alcoa Bidder and Alumina Are Parties to a Scheme Implementation Deed Dated 12 March 2024 (The Scheme Implementation Deed). (B) Clause 21.1 of the Scheme Implementation Deed Provides That a Variation of Any Term of the Scheme Implementation Deed Must Be in Writing and Signed by the Party to Be Bound. (C) the Parties Have Agreed to Amend and Restate the Scheme Implementation Deed on the Terms and in the Manner Set Out in This Deed. the Parties Agree as Follows: 1. Interpretation 1.1 Definitions a Term Defined in the Scheme Implementation Deed and Not in This Deed Has the Same Meaning in This Deed as in the Scheme Implementation Deed, Unless Expressly Amended by This Deed or the Context Requires Otherwise
12/34/56
EX-2.1
from DEFA14A
16 pages
Transaction Process and Exclusivity Deed 26 February 2024 Contents 1. Defined Terms and Interpretation 1 2. Implementation Agreement and Intention to Recommend 1 3. Exclusivity 3 4. General 5 Ashurst This Deed Is Made on 26 February 2024 Between: (1) Alumina Limited (Acn 004 820 419) of Level 36, 2 Southbank Boulevard, Southbank, Victoria 3006 Australia (Alumina) (2) Aac Investments Australia Pty Ltd (Acn 673 884 207) of C/- Ashurst Level 16, 80 Collins Street, South Tower, Melbourne Victoria 3000 Australia (Bidder) (3) Alcoa Corporation, a Company Incorporated in the State of Delaware, United States of America of 201 Isabella Street, Suite 500, Pittsburgh, Pa 15212-5858 United States of America (Alcoa) Recitals: (A) Alcoa Provided to Alumina a Non-Binding Proposal Dated 23 February 2024 in Respect of the Transaction (The Proposal). (B) the Parties Have Agreed to Progress the Transaction on the Terms of This Document. the Parties Agree as Follows: 1. Defined Terms and Interpretation 1.1 Definitions in the Dictionary a Term or Expression Starting With a Capital Letter: (A) Which Is Defined in the Dictionary in schedule 1 Has the Meaning Given to It in the Dictionary; and (B) Which Is Defined in the Corporations Act, but Is Not Defined in the Dictionary, Has the Meaning Given to It in the Corporations Act. 1.2 Interpretation the Interpretation Clause in schedule 1 Sets Out Rules of Interpretation for This Document. 2. Implementation Agreement and Intention to Recommend 2.1 Announcement Each of Alumina, Bidder and Alcoa Acknowledges and Agrees That Upon the Signing of This Document by Each Party: (A) Alumina Will Make an Announcement to the Australian Securities Exchange (Asx); and (B) Alcoa Will Make an Announcement Within One Business Day to the Securities Exchange Commission (SEC), in an Agreed Form With Respect to the Status of the Transaction and Setting Out the Material Terms of the Proposal and Attaching This Document
12/34/56
EX-2.1
from 8-K
16 pages
Transaction Process and Exclusivity Deed 26 February 2024 Contents 1. Defined Terms and Interpretation 1 2. Implementation Agreement and Intention to Recommend 1 3. Exclusivity 3 4. General 5 Ashurst This Deed Is Made on 26 February 2024 Between: (1) Alumina Limited (Acn 004 820 419) of Level 36, 2 Southbank Boulevard, Southbank, Victoria 3006 Australia (Alumina) (2) Aac Investments Australia Pty Ltd (Acn 673 884 207) of C/- Ashurst Level 16, 80 Collins Street, South Tower, Melbourne Victoria 3000 Australia (Bidder) (3) Alcoa Corporation, a Company Incorporated in the State of Delaware, United States of America of 201 Isabella Street, Suite 500, Pittsburgh, Pa 15212-5858 United States of America (Alcoa) Recitals: (A) Alcoa Provided to Alumina a Non-Binding Proposal Dated 23 February 2024 in Respect of the Transaction (The Proposal). (B) the Parties Have Agreed to Progress the Transaction on the Terms of This Document. the Parties Agree as Follows: 1. Defined Terms and Interpretation 1.1 Definitions in the Dictionary a Term or Expression Starting With a Capital Letter: (A) Which Is Defined in the Dictionary in schedule 1 Has the Meaning Given to It in the Dictionary; and (B) Which Is Defined in the Corporations Act, but Is Not Defined in the Dictionary, Has the Meaning Given to It in the Corporations Act. 1.2 Interpretation the Interpretation Clause in schedule 1 Sets Out Rules of Interpretation for This Document. 2. Implementation Agreement and Intention to Recommend 2.1 Announcement Each of Alumina, Bidder and Alcoa Acknowledges and Agrees That Upon the Signing of This Document by Each Party: (A) Alumina Will Make an Announcement to the Australian Securities Exchange (Asx); and (B) Alcoa Will Make an Announcement Within One Business Day to the Securities Exchange Commission (SEC), in an Agreed Form With Respect to the Status of the Transaction and Setting Out the Material Terms of the Proposal and Attaching This Document
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