ARNC Arconic Corporation

You are cordially invited to attend a special meeting (including any adjournments or postponements thereof, which we refer to as the “Special Meeting”) of shareholders of Arconic Corporation, a Delaware corporation (which we refer to as “Arconic,” the “Company,” “we,” “us” and “our”), to be held virtually via live webcast on [  ], 2023, beginning at [  ] Eastern Time (unless the Special Meeting is adjourned or postponed). Arconic shareholders will be able to virtually attend and vote at the Special Meeting by visiting www.virtualshareholdermeeting.com/ARNC2023SM, which we refer to as the “Special Meeting website.” For purposes of attendance at the Special Meeting, all references in the enclosed proxy statement to “present” or “presence” will mean virtually present at the Special Meeting, and to “attend” or “attendance” will mean to attend or be in attendance at the Special Meeting through virtual means.

At the Special Meeting, you will be asked to consider and vote on (a) a proposal to adopt the Agreement and Plan of Merger, dated as of May 4, 2023 (as it may be amended from time to time, which we refer to as the “Merger Agreement”), by and among Arconic, Arsenal AIC Parent LLC, a Delaware limited liability company (which we refer to as “Parent”), and Arsenal AIC MergeCo Inc., a Delaware corporation and a wholly owned subsidiary of Parent (which we refer to as “Merger Sub”) (such proposal, which we refer to as the “Merger Agreement Proposal”), (b) a proposal to approve, on an advisory (nonbinding) basis, the compensation that may be paid or become payable to Arconic’s named executive officers that is based on or otherwise related to the Merger Agreement and the transactions contemplated by the Merger Agreement (which we refer to as the “Compensation Proposal”) and (c) a proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting (which we refer to as the “Adjournment Proposal”). Parent and Merger Sub are affiliates of funds managed by affiliates of Apollo Global Management, Inc., and an affiliate of Irenic Capital Management LP will also be a minority investor. Pursuant to the terms of the Merger Agreement, and subject to the terms and conditions set forth therein, Merger Sub will merge with and into Arconic (which we refer to as the “Merger”), with Arconic continuing as the surviving company in the Merger and as a wholly owned subsidiary of Parent.

The Merger Agreement provides that, subject to certain exceptions, each share of common stock, par value $0.01 per share, of Arconic (which we refer to as “Arconic common stock”) issued and outstanding immediately prior to the effective time of the Merger (which we refer to as the “Effective Time”) will, at the Effective Time, automatically be converted into the right to receive $30.00 in cash (which we refer to as the “Merger Consideration”), without interest and subject to any required tax withholding.

If the Merger is completed, you will be entitled to receive the Merger Consideration, without interest and less any applicable withholding taxes, for each share of Arconic common stock that you own immediately prior to the Effective Time (unless you have properly and validly exercised and do not withdraw your appraisal rights under Section 262 of the General Corporation Law of the State of Delaware).

The Board of Directors of Arconic (which we refer to as the “Board of Directors”), after considering the factors more fully described in the enclosed proxy statement, has unanimously: (a) determined that the transactions contemplated by the Merger Agreement, including the Merger, are advisable, fair to and in the best interests of Arconic and its shareholders; (b) approved the execution, delivery and performance of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger; (c) resolved to recommend that Arconic

shareholders adopt the Merger Agreement; and (d) directed that the adoption of the Merger Agreement be submitted for consideration by Arconic shareholders at the Special Meeting. The Board of Directors unanimously recommends that you vote: (1) “FOR” the Merger Agreement Proposal; (2) “FOR” the Compensation Proposal; and (3) “FOR” the Adjournment Proposal.

The enclosed proxy statement provides detailed information about the Special Meeting, the Merger Agreement and the Merger. A copy of the Merger Agreement is attached as Annex A to the proxy statement.

The proxy statement also describes the actions and determinations of the Board of Directors in connection with its evaluation of the Merger Agreement and the Merger. You should carefully read and consider the entire enclosed proxy statement and its annexes, including the Merger Agreement, as they contain important information about, among other things, the Merger and how it affects you.

Whether or not you plan to attend the virtual Special Meeting, please sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone (in accordance with the instructions detailed in the section of this proxy statement titled “The Special Meeting—Voting at the Special Meeting”). If you attend the Special Meeting and vote thereat, your vote will revoke any proxy that you have previously submitted.

If you hold your shares of Arconic common stock in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instructions that you will receive from your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals, including the Merger Agreement Proposal, without your instructions.

Your vote is very important, regardless of the number of shares of Arconic common stock that you own. We cannot complete the Merger unless the Merger Agreement Proposal is approved by the affirmative vote of the holders of at least a majority of the outstanding shares of Arconic common stock entitled to vote thereon at the Special Meeting. If you have any questions or need assistance voting your shares, please contact our proxy solicitor:

On behalf of the Board of Directors, I thank you for your support and appreciate your consideration of these matters.

Neither the U.S. Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the Merger, passed upon the merits or fairness of the Merger or passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense.

The accompanying proxy statement is dated [  ], 2023, and, together with the enclosed form of proxy card, is first being mailed to Arconic shareholders on or about [  ], 2023.

Whether or not you plan to attend the virtual Special Meeting, please sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone (in accordance with the instructions detailed in the section of this proxy statement titled “The Special Meeting—Voting at the Special Meeting”). If you attend the Special Meeting and vote thereat, your vote will revoke any proxy that you have previously submitted. If you hold your shares of Arconic common stock in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instructions that you will receive from your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals, including the Merger Agreement Proposal, without your instructions. If you sign, date and mail your proxy card without indicating how you wish to vote, your proxy will be counted as a vote “FOR” the Merger Agreement Proposal, “FOR” the Compensation Proposal and “FOR” the Adjournment Proposal.

WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, WE ENCOURAGE YOU TO SUBMIT YOUR PROXY AS PROMPTLY AS POSSIBLE: (1) BY TELEPHONE; (2) OVER THE INTERNET; OR (3) BY SIGNING AND DATING THE ENCLOSED PROXY CARD AND RETURNING IT IN THE PREPAID ENVELOPE PROVIDED. You may revoke your proxy or change your vote before the Special Meeting in the manner described in the enclosed proxy statement.

If you fail to (1) return your proxy card, (2) grant your proxy electronically over the Internet or by telephone or (3) attend the Special Meeting, your shares of Arconic common stock will not be counted for purposes of determining whether a quorum is present at the Special Meeting and, if a quorum is present, will have the same effect as a vote “AGAINST” the Merger Agreement Proposal but, assuming a quorum is present, will have no effect on the Compensation Proposal or the Adjournment Proposal.

You should carefully read and consider the entire accompanying proxy statement and its annexes, including the Merger Agreement, along with all of the documents incorporated by reference into the accompanying proxy statement, as they contain important information about, among other things, the Merger and how it affects you. If you have any questions concerning the Merger Agreement, the Merger, the Special Meeting or the accompanying proxy statement, would like additional copies of the accompanying proxy statement or need help voting your shares of Arconic common stock, please contact our proxy solicitor:

The following questions and answers address some commonly asked questions regarding the Merger, the Merger Agreement and the Special Meeting. These questions and answers may not address all questions that are important to you. You should carefully read and consider the more detailed information contained elsewhere in this proxy statement and the annexes to this proxy statement, including the Merger Agreement, along with all of the documents we refer to in this proxy statement, as they contain important information about, among other things, the Merger and how it affects you. You may obtain the information incorporated by reference in this proxy statement without charge by following the instructions in the section of this proxy statement titled “Where You Can Find More Information.”

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,” “guidance,” “intends,” “may,” “outlook,” “plans,” “projects,” “seeks,” “sees,” “should,” “targets,” “will,” “would” and other words of similar meaning. All statements that reflect the Company’s expectations, assumptions, projections, beliefs or opinions about the future, other than statements of historical fact, are forward-looking statements, including, without limitation, statements, relating to the condition of, or trends or developments in, the ground transportation, aerospace, building and construction, industrial, packaging and other end markets; the Company’s future financial results, operating performance, working capital, cash flows, liquidity and financial position; cost savings and restructuring programs; the Company’s strategies, outlook, business and financial prospects; share repurchases; costs associated with pension and other post-retirement benefit plans; projected sources of cash flow; potential legal liability; the impact of inflationary price pressures; and the potential impact of public health epidemics or pandemics, including the COVID-19 pandemic. These statements reflect beliefs and assumptions that are based on the Company’s perception of historical trends, current conditions and expected future developments, as well as other factors the Company believes are appropriate in the circumstances. Forward-looking statements are not guarantees of future performance, and actual results may differ materially from those indicated by these forward-looking statements due to a variety of risks, uncertainties and changes in circumstances, many of which are beyond the Company’s control. Such risks and uncertainties include, but are not limited to:

The above list of factors is not exhaustive or necessarily in order of importance. Market projections are subject to the risks discussed above and in this communication, and other risks in the market. The statements in this communication are made as of the date set forth above, even if subsequently made available by the Company on its website or otherwise. The Company disclaims any intention or obligation to update any forward-looking statements, whether in response to new information, future events or otherwise, except as required under applicable law.

The enclosed proxy is solicited on behalf of the Board of Directors for use at the Special Meeting.

The Special Meeting will held virtually via live webcast on [   ], 2023, beginning at [   ] Eastern Time (unless the Special Meeting is adjourned or postponed). Arconic shareholders will be able to virtually attend and vote at the Special Meeting by visiting www.virtualshareholdermeeting.com/ARNC2023SM.

At the Special Meeting, we will ask Arconic shareholders to vote on proposals to: (a) approve the Merger Agreement Proposal; (b) approve, on an advisory (nonbinding) basis, the Compensation Proposal; and (c) approve the Adjournment Proposal.

In order to attend the Special Meeting, you must visit www.virtualshareholdermeeting.com/ARNC2023SM and using the 16-digit control number found on your proxy card you previously received. If you plan to attend the Special Meeting, we encourage you to access the Special Meeting website prior to the start time of the meeting to allow time to log in and test your device’s audio system. You may begin to log into the Special Meeting website beginning at [   ] Eastern Time on [   ], 2023.

The Special Meeting website is fully supported across browsers (Edge, Internet Explorer, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and mobile phones) that have the most updated version of applicable software and plugins installed. Shareholders should ensure that they have a strong Internet connection if they intend to attend the Special Meeting. Attendees should allow sufficient time to access the meeting and ensure that they can hear streaming audio prior to the start of the Special Meeting.

If you encounter any difficulties accessing the Special Meeting, please call the technical support number that will be provided on the Special Meeting website. Technical support will be available beginning approximately 15 minutes prior to the start of the Special Meeting through its conclusion.

Additional information regarding related rules of conduct and other materials for the Special Meeting will be available during the Special Meeting at www.virtualshareholdermeeting.com/ARNC2023SM.

Only Arconic shareholders as of the Record Date are entitled to notice of the Special Meeting and to vote at the Special Meeting. Information on how to obtain access to the list of shareholders of record entitled to vote at the Special Meeting during the 10 days before the Special Meeting is available by contacting Arconic’s Corporate Secretary at 201 Isabella Street, Suite 400, Pittsburgh, Pennsylvania 15212-5872. As of the Record Date, there were [   ] shares of Arconic common stock outstanding and entitled to vote at the Special Meeting.

The presence by remote communication or by proxy (including solely by means of remote communication) of the holders of record of a majority of the Arconic common stock entitled to vote at the Special Meeting on the Record Date will constitute a quorum at the Special Meeting. In the event that a quorum is not present at the Special Meeting, it is expected that the Special Meeting will be adjourned to solicit additional proxies.

Each Arconic shareholder will be entitled to one vote for each share of Arconic common stock owned as of the close of business on the Record Date.

The affirmative vote of the holders of a majority of the outstanding shares of Arconic common stock entitled to vote thereon is required to approve the Merger Agreement Proposal. As of the Record Date, [   ] votes constitute a majority of the outstanding shares of Arconic common stock. Receipt of the Arconic Shareholder Approval is a condition to the consummation of the Merger.

Assuming a quorum is present, the affirmative vote of the holders of the shares of Arconic common stock representing a majority of the Arconic common stock present by remote communication, or represented by proxy at the Special Meeting and entitled to vote on the Compensation Proposal is required to approve, on an advisory (nonbinding) basis, the Compensation Proposal.

The affirmative vote of the holders of the shares of Arconic common stock representing a majority of the Arconic common stock present by remote communication, or represented by proxy at the Special Meeting and entitled to vote on the Adjournment Proposal is required to approve the Adjournment Proposal.

If a quorum is present at the Special Meeting, the failure of any Arconic shareholder of record to: (a) submit a signed proxy card; (b) grant a proxy over the Internet or by telephone (in accordance with the instructions detailed in the section of this proxy statement titled “—Voting at the Special Meeting”); or (c) attend the Special Meeting will have the same effect as a vote “AGAINST” the Merger Agreement Proposal but will have no effect on the Compensation Proposal or the Adjournment Proposal. If a quorum is present at the Special Meeting, for an Arconic shareholder who attends the Special Meeting or is represented by proxy and abstains from voting, such abstention will have the same effect as if the Arconic shareholder voted “AGAINST” the Merger Agreement Proposal, the Compensation Proposal and the Adjournment Proposal.

Each “broker non-vote” will also count as a vote “AGAINST” the Merger Agreement Proposal but, assuming a quorum is present, will have no effect on the Compensation Proposal or the Adjournment Proposal, because broker non-votes will not be counted as shares present and entitled to vote with respect to proposals on which the broker has not voted. A so-called “broker non-vote” results when banks, brokers and other nominees return a valid proxy voting upon a matter or matters for which the applicable rules provide discretionary authority but do not vote on a particular proposal because they do not have discretionary authority to vote on the matter and have not received specific voting instructions from the beneficial owner of such shares. Arconic does not expect any broker non-votes at the Special Meeting because the rules applicable to banks, brokers and other nominees only provide brokers with discretionary authority to vote on proposals that are considered “routine,” and each of the proposals to be presented at the Special Meeting is considered “non-routine.” As a result, no broker will be permitted to vote your shares of Arconic common stock at the Special Meeting without receiving instructions. Failure to instruct your broker on how to vote your shares will have the same effect as a vote “AGAINST” the Merger Agreement Proposal, but will have no effect on the Compensation Proposal (assuming a quorum is present) or the Adjournment Proposal.

As of the Record Date, our executive officers and directors beneficially owned and were entitled to vote, in the aggregate, [   ] shares of Arconic common stock, representing approximately [   ]% of the shares of Arconic common stock outstanding on the Record Date.

We currently expect that our executive officers and directors will vote all of their respective shares of Arconic common stock (1) “FOR” the Merger Agreement Proposal, (2) “FOR” the Compensation Proposal and (3) “FOR” the Adjournment Proposal.

There are four ways to vote if you are a record holder (i.e., you do not hold your shares of Arconic common stock through a broker, bank or other nominee):

Although Arconic offers multiple voting methods, Arconic encourages you to vote over the Internet or by telephone as Arconic believes they are the most cost-effective methods. We also recommend that you vote as soon as possible, even if you are planning to attend the Special Meeting, so that the vote count will not be delayed. Both the Internet and telephone provide convenient, cost-effective and reliable alternatives to returning your proxy card by mail. If you choose to vote your shares of Arconic common stock over the Internet or by telephone, there is no need for you to submit your proxy card by mail.

If you hold shares of Arconic common stock in an Arconic 401(k) plan account, you should follow the directions provided by the plan administrator or plan trustee regarding how to instruct the plan trustee to vote your shares.

All shares of Arconic common stock represented by properly signed and dated proxies received by the deadline indicated above will be voted at the Special Meeting in accordance with the instructions of the Arconic shareholder. Properly signed and dated proxies that do not contain voting instructions for one or more specific proposals will be voted with respect to the proposals for which instructions are not provided: (a) “FOR” the Merger Agreement Proposal; (b) “FOR” the Compensation Proposal; and (c) “FOR” the Adjournment Proposal. If you indicate on your proxy card that you wish to vote in favor of the Merger Agreement Proposal but do not indicate a choice on the Adjournment Proposal or the Compensation Proposal, your shares of Arconic common stock will be voted “FOR” each such proposal. Proxy cards that are returned without a signature will not be counted as present at the Special Meeting and cannot be voted.

If your shares of Arconic common stock are registered directly in your name with Arconic’s transfer agent, Computershare, you are considered a shareholder of record with respect to those shares. Some shareholders hold shares of Arconic common stock through a bank, broker or other nominee, and are often said to hold those shares in “street name.” These shareholders are considered “beneficial owners” of those shares. If you hold shares of Arconic common stock as a beneficial owner in “street name” as of the Record Date, you will receive separate instructions from your bank, broker or other nominee describing how to vote your shares. If you do not return your bank’s, broker’s or other nominee’s voting form, do not vote via the Internet or telephone through your bank, broker or other nominee, if possible, or do not attend the Special Meeting and vote thereat, it will have the same effect as if you voted “AGAINST” the Merger Agreement Proposal but, assuming a quorum is present, will not have any effect on the Compensation Proposal or the Adjournment Proposal (so long as you do not attend the Special Meeting and abstain from voting on any given proposal, which would have the same effect as voting “AGAINST” the Merger Agreement Proposal, the Compensation Proposal and/or the Adjournment Proposal, as applicable).

Any proxy given by an Arconic shareholder may be revoked by doing any of the following:

If your shares of Arconic common stock are held in the name of a broker, bank or other nominee, you should follow the voting instructions you receive from the holder of record to revoke your proxy or change your vote.

Any adjournment, postponement or other delay of the Special Meeting, including for the purpose of soliciting additional proxies, will allow Arconic shareholders who have already sent in their proxies to revoke them at any time prior to their use at the Special Meeting, as adjourned, postponed or delayed.

The Board of Directors has unanimously: (a) determined that the Merger Agreement and the transactions contemplated thereby are advisable, fair to and in the best interests of Arconic and its shareholders; (b) approved the execution, delivery and performance of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger; (c) recommended that Arconic shareholders adopt the Merger Agreement; and (d) directed that the adoption of the Merger Agreement be submitted for consideration by Arconic shareholders at the Special Meeting.

The Board of Directors unanimously recommends that you vote: (1) “FOR” the Merger Agreement Proposal; (2) “FOR” the Compensation Proposal; and (3) “FOR” the Adjournment Proposal.

The Board of Directors is soliciting your proxy, and Arconic will bear the cost of soliciting proxies. Innisfree has been retained to assist with the solicitation of proxies. Innisfree will be paid approximately $25,000 plus an additional fee per call made or received and additional fees for other services as requested by Arconic, and will be reimbursed for its reasonable out-of-pocket expenses for these and other advisory services in connection with the Special Meeting. Forms of proxies and proxy materials may also be distributed through brokers, custodians and other like parties to the beneficial owners of shares of Arconic common stock, in which case these parties will be reimbursed for their reasonable out-of-pocket expenses in accordance with SEC and NYSE regulations. Proxies may also be solicited in person or by telephone, facsimile, electronic mail or other electronic medium by Innisfree or, without additional compensation, by Arconic or Arconic’s directors, officers and employees.

Assuming timely satisfaction of necessary closing conditions, including receipt of the Arconic Shareholder Approval, we currently anticipate that the Merger will be consummated in the second half of 2023. However, the exact timing of completion of the Merger cannot be predicted because the Merger is subject to the closing conditions specified in the Merger Agreement and summarized in this proxy statement, many of which are outside of our control.

If the Merger is consummated, Arconic shareholders who continuously hold shares of Arconic common stock (other than Cancelled Shares) through the Effective Time, do not vote in favor of the adoption of the Merger Agreement or consent thereto in writing, and properly exercise appraisal rights for their shares of Arconic common stock and do not withdraw their demands or otherwise lose their rights to seek appraisal will be entitled to seek appraisal of their shares in connection with the Merger under Section 262. This means that Arconic shareholders who perfect their appraisal rights do not thereafter withdraw their demand for appraisal and follow the procedures in the manner prescribed by Section 262 may be entitled to have their shares of Arconic common stock appraised by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of their shares of Arconic common stock, exclusive of any elements of value arising from the accomplishment or expectation of the Merger, as determined by the Delaware Court of Chancery, together with interest to be paid on the amount determined to be fair value, if any (or in certain circumstances described in further detail in the

section of this proxy statement titled “Proposal 1: Adoption of the Merger Agreement—Appraisal Rights,” on the difference between the amount determined to be the fair value and the amount paid by the Surviving Company in the Merger to each Arconic shareholder entitled to appraisal prior to the entry of judgment in any appraisal proceeding). Due to the complexity of the appraisal process, Arconic shareholders who wish to seek appraisal of their shares of Arconic common stock are encouraged to review Section 262 carefully and to seek the advice of legal counsel with respect to the exercise of appraisal rights.

Arconic shareholders considering seeking appraisal should be aware that the fair value of their shares of Arconic common stock as determined pursuant to Section 262 could be more than, the same as or less than the value of the consideration that they would receive pursuant to the Merger Agreement if they did not seek appraisal of their shares.

To exercise your appraisal rights, you must: (a) submit a written demand for appraisal to Arconic before the vote is taken on the adoption of the Merger Agreement; (b) not submit a proxy or otherwise vote in favor of the proposal to adopt the Merger Agreement; (c) continue to hold your shares of Arconic common stock of record through the Effective Time; and (d) strictly comply with all other procedures for exercising appraisal rights under Section 262. Your failure to follow exactly the procedures specified under Section 262 may result in the loss of your appraisal rights. In addition, the Delaware Court of Chancery will dismiss appraisal proceedings in respect of the Merger unless certain stock ownership conditions are satisfied by the Arconic shareholders seeking appraisal. The DGCL requirements for exercising appraisal rights are described in further detail in the section of this proxy statement titled “Proposal 1: Adoption of the Merger Agreement—Appraisal Rights,” which is qualified in its entirety by Section 262, the relevant section of the DGCL regarding appraisal rights. The text of the Delaware appraisal rights statute, Section 262, is reproduced in its entirety as Annex D to this proxy statement. If you hold your shares of Arconic common stock through a bank, brokerage firm or other nominee and you wish to exercise appraisal rights, you may make a written demand for appraisal in your own name, but you must satisfy the conditions set forth above and your written demand must also reasonably identify the holder of record of the shares of Arconic common stock for which demand is made, be accompanied by documentary evidence of your beneficial ownership of stock (such as a brokerage or securities account statement containing such information or a letter from a broker or other record holder of such shares confirming such information) and a statement that such documentary evidence is a true and correct copy of what it purports to be, and provide an address at which you consent to receive notices given by the Surviving Company under Section 262 and to be set forth on the verified listed required by Section 262(f) of the DGCL. For more information, please see the section of this proxy statement titled “Proposal 1: Adoption of the Merger Agreement—Appraisal Rights.”

If the Merger is completed, Arconic common stock will be delisted from the NYSE and deregistered under the Exchange Act, and Arconic common stock will no longer be publicly traded.

Secretary, 201 Isabella Street, Suite 400, Pittsburgh, Pennsylvania 15212-5872, or by calling (412) 315-2984 or by calling Broadridge at (866) 540-7095 or sending a written request by mail to Broadridge Financial Solutions, Inc., Householding Department, 51 Mercedes Way, Edgewood, New York 11717.

If you have any questions concerning the Merger, the Special Meeting or this proxy statement, would like additional copies of this proxy statement or need help voting your shares of Arconic common stock, please contact our proxy solicitor:

The Effective Time will occur at such time as the certificate of merger meeting the requirements of Section 251 of the DGCL relating to the Merger has been duly filed with the Secretary of State of the State of Delaware in accordance with the DGCL, or at such later time as may be agreed by the parties and specified in the certificate of merger as the effective time of the Merger in accordance with the DGCL.

If the Merger Agreement is not adopted by Arconic shareholders, or if the Merger is not completed for any other reason:

At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Arconic, Merger Sub or the Arconic shareholders, each share of Arconic common stock that is issued and outstanding immediately prior to the Effective Time, but excluding Cancelled Shares and Dissenting Shares (as described in the section of this proxy statement titled “The Merger Agreement—Merger Consideration”), will be converted automatically into the right to receive the Merger Consideration of $30.00 per share in cash, without interest, subject to any required tax withholding.

After the Merger is completed, you will have the right to receive the Merger Consideration in respect of each share of Arconic common stock that you own (other than Cancelled Shares and Dissenting Shares) immediately prior to the Effective Time (subject to any required tax withholding), but you will no longer have any rights as an Arconic shareholder (except that Arconic shareholders who properly and validly exercise and do not withdraw their demands for appraisal will receive appraisal rights under Section 262). For more information, please see the section of this proxy statement titled “ —Appraisal Rights.”

At the Effective Time, each outstanding Arconic Option Award, Arconic RSU Award granted prior to May 4, 2023 or to a non-employee member of the Board of Directors (at any time), Arconic PSU Award and Arconic DSU Award will vest in full and be cashed out based on the Merger Consideration, less any required tax withholding and deductions and less the applicable per share exercise price in the case of an Arconic Option Award, with the number of shares of Arconic common stock subject to each Arconic PSU Award determined by deeming the applicable performance goals to be achieved at the target level of performance, provided that with respect to any Arconic PSU Award for which 50% or more of the applicable performance period has been completed as of the Effective Time, the number of shares of Arconic common stock will be determined based on the actual level of performance (as reasonably determined in good faith by the Board of Directors (or the authorized committee thereof) following reasonable consultation with Parent). Arconic RSU Awards granted on or after May 4, 2023 (other than any such awards granted to non-employee members of the Board of Directors) will be cancelled and converted into a cash award equal to (a) the number of shares subject to such Arconic RSU Award as of immediately prior to the Effective Time multiplied by (b) the Merger Consideration, with such cash awards being subject to the same terms and conditions that applied to the Arconic RSU Award immediately prior to the Effective Time (including service-based vesting conditions).

As part of Arconic’s ongoing consideration and evaluation of its long-term strategic goals and plans, the Board of Directors and Arconic management regularly review, consider and assess Arconic’s performance, future growth prospects, evolving industry landscape, customer opportunities, product portfolio and overall strategic direction in light of the current and anticipated business and economic environment and in consideration of Arconic’s long-term business strategy to enhance value for Arconic stockholders. This review includes, among other matters, the consideration of potential opportunities for business combinations, acquisitions and other financial and strategic alternatives, as compared to the benefits and risks of continued operation as a standalone, publicly traded company. The Board of Directors has also regularly engaged with Arconic stockholders to discuss their perspectives on Arconic’s strategic and financial direction.

On April 4, 2022, a representative of Apollo contacted Timothy Myers, the Chief Executive Officer of Arconic, to schedule time to discuss Apollo’s views on Arconic. Following that outreach, on April 6, 2022, Mr. Myers and Erick Asmussen, the Chief Financial Officer of Arconic, met with a representative of Apollo. During that meeting, the representative of Apollo expressed that Apollo was interested in exploring a negotiated transaction with Arconic. Messrs. Myers and Asmussen responded that they would bring any proposal submitted by Apollo to the Board of Directors for its consideration, and subsequently informed the Board of Directors of the outreach from Apollo.

On April 19, 2022, the Apollo Funds submitted a preliminary, nonbinding indication of interest to acquire 100% of the outstanding equity interests of Arconic in an all-cash transaction at a price range of $34.00 to $36.00 per share (which we refer to as the “April 2022 Apollo Proposal”). On April 19, 2022, the closing price of Arconic common stock was $27.23 per share. The April 2022 Apollo Proposal included certain “highly confident” letters from potential financing sources. The April 2022 Apollo Proposal was based solely on public information and was subject to Apollo’s satisfactory completion of due diligence. In the April 2022 Apollo Proposal, Apollo proposed a “go-shop” period during which Arconic would be permitted to solicit competing bids for a limited period of time following the signing of a transaction. Apollo also requested a period of exclusive negotiations between Arconic and Apollo given the time, effort and cost involved for Apollo to finalize its due diligence and Apollo’s willingness to accept a go-shop period. Mr. Myers promptly shared the April 2022 Apollo Proposal with the Board of Directors.

On April 29, 2022, Arconic held a special meeting of its Board of Directors virtually, during which members of Arconic management and representatives of Goldman Sachs and of Arconic’s outside legal counsel, Wachtell, Lipton, Rosen & Katz (which we refer to as “Wachtell Lipton”), participated. Goldman Sachs was selected by Arconic as a financial advisor based on its reputation, experience and knowledge of the manufacturing industry and experience advising companies in mergers and acquisitions. In connection with its engagement by Arconic, Goldman Sachs provided a relationship disclosure letter providing certain information regarding its relationships with Apollo, which relationship disclosure letter was subsequently updated from time to time, including to also provide information regarding Goldman Sachs’ relationships with Irenic. The Board of Directors discussed Arconic’s recent interactions with Apollo, including the April 6, 2022 meeting and the April 2022 Apollo Proposal. A representative of Wachtell Lipton reviewed the Board of Directors’ fiduciary duties under Delaware law in the context of the consideration of a proposal to acquire Arconic. A representative of Goldman Sachs reviewed the terms of the April 2022 Apollo Proposal with the Board of Directors, including Apollo’s proposed financing structure and request for an exclusive negotiating period and proposed go-shop provision, as well as preliminary financial analyses performed by Goldman Sachs using the April 2022 Projections (as defined in the section of this proxy statement titled “—Certain Financial Projections”) provided by Arconic management. Following discussion, and after taking into consideration the information provided by and discussed with Arconic management and advisors, the Board of Directors concluded that the April 2022 Apollo Proposal undervalued Arconic and was not in the best interests of the Company and its stockholders, and determined that Arconic should not engage in further discussions with respect to the April 2022 Apollo Proposal. Mr. Myers conveyed that message to a representative of Apollo on April 29, 2022, as well as by written letter on May 3, 2022.

On May 5, 2022, the representative of Apollo contacted Mr. Myers to request a meeting, which was subsequently scheduled for May 31, 2022. The representative of Apollo indicated that he would like to invite a representative of Irenic to join that meeting as well.

On May 18, 2022, Arconic held a regular in-person meeting of its Board of Directors, during which members of Arconic management and representatives of Arconic’s financial advisor (which we refer to as “Financial Advisor A”) participated. Arconic had retained Financial Advisor A in connection with a possible sale process of the Kawneer portion of Arconic’s building and construction services segment (which we refer to as the “Kawneer Business”). In light of recent transaction activity in the building and construction services segment and recent share price performance and valuations, and following discussion and after taking into consideration the information provided by and discussed with Arconic management and Financial Advisor A, the Board of Directors directed Arconic management to commence a sale process for the Kawneer Business (which we refer to as the “Kawneer Sale Process”).

In connection with the Kawneer Sale Process, Arconic entered into confidentiality agreements with 26 counterparties, two of which were potential financing sources for other counterparties, as well as with Private Equity Firm A (as defined below), and provided those counterparties with confidential information regarding the Kawneer Business. The confidentiality agreements contained customary “standstill” provisions generally restricting the counterparty from seeking to acquire or control Arconic and its subsidiaries. In 12 of those confidentiality agreements, the counterparty’s restrictions under the standstill provision terminated immediately upon Arconic’s entry into the Merger Agreement. The remaining standstill provisions have been waived by Arconic to the extent necessary to permit the counterparties to make private, nonpublic acquisition proposals to the Board of Directors.

On May 25, 2022, at the request of Irenic, a representative of Irenic met with Mr. Myers and another representative of Arconic and expressed interest in exploring a negotiated transaction with Arconic in partnership with Apollo.

On May 31, 2022, Messrs. Myers and Henderson met with representatives of Apollo. The representatives of Apollo indicated that they planned to submit a revised proposal following Arconic’s investor day presentation. On June 1, 2022, a representative of Apollo reached out to Mr. Myers, requesting a meeting between Apollo and Arconic during the following week and that Apollo and Arconic enter into a confidentiality agreement.

On June 9, 2022, representatives of Apollo and Irenic met with Messrs. Myers and Asmussen and another representative of Arconic and indicated that they planned to submit a revised proposal within the next two weeks.

On June 23, 2022, a representative of Apollo contacted Mr. Henderson and noted that in light of deteriorating macroeconomic conditions, including a challenging financing market, Apollo and Irenic would not be submitting a proposal on the timeline that they had previously indicated.

On July 27 and 28, 2022, Arconic held regular in-person meetings of its Board of Directors, during which members of Arconic management participated. The Board of Directors discussed feedback from bidders in the Kawneer Sale Process regarding the recent tightening in the credit markets, potential impacts of rising interest rates and concerns about a potential recession, which Financial Advisor A believed were driving a potentially significant reduction in the anticipated values that could be obtained in a sale of the Kawneer Business. Following discussion, the Board of Directors directed Arconic management to suspend the Kawneer Sale Process, and on August 2, 2022, in its earnings press release for the second quarter of 2022, Arconic announced that it was suspending the Kawneer Sale Process. No offers for the Kawneer Business were submitted as part of the Kawneer Sale Process.

Between June 23 and November 28, 2022, there were occasional contacts between Arconic, on the one hand, and Apollo and Irenic, on the other hand, but these contacts did not result in the submission of any new proposals for an acquisition of Arconic.

In early November 2022, Jeffrey Stafeil, a member of the Board of Directors, disclosed to Arconic management and the other members of the Board of Directors that he had been appointed as the Chief Financial Officer of a company that was subject to a pending acquisition by Apollo, which appointment would be effective December 1, 2022, subject to the completion of Apollo’s acquisition of such company. As a result, at the meetings of the Board of Directors that followed, the Board of Directors regularly provided directors the opportunity to discuss the negotiations and interactions with Apollo without Mr. Stafeil present.

On November 28, 2022, at Apollo’s request, Mr. Henderson met with a representative of Apollo, who indicated that the Apollo Funds were considering submitting a new proposal for an acquisition of Arconic at a meaningful premium to Arconic’s stock price, which had decreased to $21.65 per share as of November 28,

2022, in Apollo’s view as a result of reduced earnings guidance for 2023, the sale of the Russian operations and certain operational issues, among other issues. The representative of Apollo explained Apollo’s rationale for a transaction which, in Apollo’s view, would produce an attractive, value-certain outcome for Arconic’s shareholders and allow Arconic to operate in a new private governance model post-closing. At a regularly scheduled meeting of the Board of Directors on December 2, 2022, the Board of Directors discussed Mr. Henderson’s conversation with the representative of Apollo.

On December 7, 2022, at Apollo’s request, Messrs. Myers and Asmussen met with a representative of Apollo. At the meeting, the representative of Apollo indicated that Apollo was continuing to discuss whether it would be submitting a proposal to acquire Arconic, and, subject to Apollo receiving internal approvals, Apollo expected to submit an offer for Arconic the following week.

On December 12, 2022, the Apollo Funds submitted a revised, nonbinding proposal to acquire Arconic in an all-cash transaction at a price of $30.00 per share (which we refer to as the “December 12 Apollo Proposal”). On December 12, 2022, the closing price of Arconic common stock was $22.57 per share. The December 12 Apollo Proposal referenced what Apollo stated were a number of “meaningful negative developments” at Arconic since Apollo had submitted the April 2022 Apollo Proposal, including, in Apollo’s view, operational challenges at certain of Arconic’s facilities, lower realized proceeds from Arconic’s sale of its Russian operations than expected and a challenging macroeconomic environment. The December 12 Apollo Proposal was based solely on public information and was subject to Apollo’s satisfactory completion of due diligence. In the December 12 Apollo Proposal, Apollo also requested a 30-day period to secure committed financing for the transaction, and indicated that as part of its financing plan it was prepared to use certain of the Apollo Funds’ financing sources to help secure the necessary debt funding to provide a fully committed binding transaction. Apollo reiterated its request from the April 2022 Apollo Proposal for an exclusive negotiating period, and willingness to accept a go-shop period and a “relatively low” termination fee during the go-shop period that would be payable by Arconic if it terminated a transaction to accept a superior proposal. Mr. Myers promptly shared the December 12 Apollo Proposal with the Board of Directors.

On December 13, 2022, Arconic held a special meeting of its Board of Directors virtually, during which members of Arconic management and representatives of Goldman Sachs, Evercore and Wachtell Lipton participated. Evercore was selected by Arconic as an additional financial advisor based on its reputation, experience and knowledge of the manufacturing industry and experience advising companies in mergers and acquisitions. In connection with its engagement by Arconic, Evercore provided a relationship disclosure letter providing certain information regarding its relationships with Apollo, which relationship disclosure letter was subsequently updated from time to time, including to also provide information regarding Evercore’s relationships with Irenic. At the December 13, 2022 meeting, the Board of Directors discussed the December 12 Apollo Proposal, including Apollo’s proposed financing structure and request for exclusivity, and compared the December 12 Apollo Proposal to the April 2022 Apollo Proposal. The Board of Directors directed Evercore and Goldman Sachs to perform preliminary financial analyses and determined to meet again to consider the December 12 Apollo Proposal in light of those preliminary financial analyses.

On December 21, 2022, Arconic held a special meeting of its Board of Directors virtually, during which members of Arconic management and representatives of Goldman Sachs, Evercore and Wachtell Lipton participated. The Board of Directors discussed unaudited prospective financial information for Arconic that Arconic management had presented to the Board of Directors in October 2022 as part of its annual review process, as further described in the section of this proxy statement titled “—Certain Financial Projections.” Following a review by representatives of its advisors of certain preliminary financial aspects of the December 12 Apollo Proposal and the legal duties of the Board of Directors, the Board of Directors directed Arconic management to test the assumptions underlying the prospective financial information developed in October 2022 and refine management’s view of Arconic’s sustainable earnings power and the risks and opportunities related thereto, including with respect to the review and potential sunsetting of certain aluminum trade cases, the announcement of three potential new greenfield aluminum rolling mills by competitors, of which two had broken ground and were under construction, which would result in an increase in the supply of competing products and increased demand and costs for input materials, the potential for the European recession to worsen and last longer as well as create economic weakness in other regions, Arconic's ability to offset

future inflation with productivity and the potential limits to Arconic’s financial returns due to increased costs and potential delays in growth capital projects due to macroeconomic conditions. The Board of Directors determined to meet again in the coming weeks, following the completion of Arconic management’s work, to continue its evaluation of the December 12 Apollo Proposal.

Following the meeting of the Board of Directors on December 21, 2022, Messrs. Myers and Asmussen conveyed to a representative of Apollo that the Board of Directors would continue to consider the December 12 Apollo Proposal in January 2023.

On January 19, 2023, Arconic held a special meeting of its Board of Directors virtually, during which members of Arconic management and representatives of Goldman Sachs, Evercore and Wachtell Lipton participated. The Board of Directors discussed with members of Arconic management the Scenario A Projections, the Scenario B Projections and the Scenario C Projections, each as defined and further described in the section of this proxy statement titled “—Certain Financial Projections.” Following a review by representatives of Arconic’s financial advisors of the financial aspects and preliminary analyses of the December 12 Apollo Proposal and a review by a representative of Wachtell Lipton of the fiduciary duties of the Board of Directors under Delaware law in the context of the consideration of a proposal to acquire Arconic, as well as a discussion regarding other parties that might potentially be interested in acquiring Arconic, the Board of Directors directed Arconic management to convey to Apollo that the December 12 Apollo Proposal was not acceptable but that Arconic was willing to provide Apollo, subject to the parties entering into a confidentiality agreement, with limited due diligence information and discussions with management to allow Apollo to consider raising its bid and to provide additional assurance regarding the certainty of a potential transaction, in particular relating to transaction financing. Messrs. Myers and Asmussen conveyed the message to a representative of Apollo later that day.

On January 21, 2023, Arconic shared a draft confidentiality agreement with a representative of Apollo, and Arconic entered into confidentiality agreements with Apollo and Irenic on January 26, 2023. In connection therewith, Arconic granted each of Apollo and Irenic permission to discuss the possible transaction and share confidential information of Arconic with several approved potential debt and equity financing sources. On January 29, 2023, Arconic provided Apollo, Irenic and their respective representatives access to an electronic data room containing limited due diligence information regarding Arconic, including the Scenario A Projections (other than Unlevered Free Cash Flow (as defined in the section of this proxy statement titled “—Certain Financial Projections”), and with certain immaterial corrections to Revenue figures), which we refer to as “Phase I diligence.”

On February 2, 2023, at a regular in-person meeting of the Board of Directors, with members of Arconic management present, the Board of Directors discussed other parties that might potentially be interested in and financially capable of acquiring Arconic, including both potential strategic bidders and other financial sponsors. Following discussion, and after taking into consideration the information provided by and discussed with Arconic management and advisors prior to the meeting, the Board of Directors directed Arconic management to conduct a confidential outreach to three parties who, in the judgment of the Board of Directors and its advisors, would be most likely to be interested in, and financially capable of, consummating a potential acquisition of Arconic.

On February 9, 2023, at the request of Apollo and Irenic, representatives of Apollo, Irenic and Arconic attended an in-person due diligence meeting in New York. Representatives of Goldman Sachs, Evercore and Wachtell Lipton were also present. At the meeting, members of Arconic management responded to questions from representatives of Apollo and Irenic on various due diligence topics, including Arconic’s preliminary results for the fourth quarter of 2022, the Scenario A Projections, the sale of Arconic’s Russian operations, the status of certain operational outages and the impact of such outages on Arconic’s earnings in the second half of 2022, risks and opportunities for the business, including those reflected in the Scenario B Projections and the Scenario C Projections, and Arconic’s capital expenditure budget and future anticipated expenditures, among other topics.

On February 10, 2023, as directed by the Board of Directors at its February 2, 2023 meeting, Mr. Myers reached out confidentially to the chief executive officers of two strategic companies and the managing partner of one private equity firm to assess whether these parties would be interested in a possible transaction with Arconic. The private equity firm, which we refer to as “Private Equity Firm A,” expressed that it was interested in a possible transaction, and Arconic shared a draft confidentiality agreement with Private Equity Firm A later that

day. One strategic company, which we refer to as “Strategic Company A,” indicated that it would consider the matter further and would respond in several days. The other strategic company, which we refer to as “Strategic Company B,” indicated that it was not interested in pursuing a possible transaction at this time.

On February 13, 2023, the Chief Executive Officer of Strategic Company A notified Mr. Myers that, following further internal discussions, Strategic Company A was not interested in pursuing a possible transaction at this time.

Arconic entered into a confidentiality agreement with Private Equity Firm A on February 17, 2023. The confidentiality agreement with Private Equity Firm A contained a customary standstill provision, which superseded the standstill provision Private Equity Firm A had agreed to in connection with the confidentiality agreement signed as part of the Kawneer Sale Process and which terminated immediately upon Arconic’s entry into the Merger Agreement. Later that day, Arconic management provided representatives of Private Equity Firm A with access to an electronic data room containing Phase I diligence.

On February 23, 2023, Messrs. Myers and Henderson met with representatives of Apollo in New York at Apollo’s request. At the meeting, the representatives of Apollo indicated that they planned to submit a new proposal for an acquisition of Arconic at $30.00 per share within the next day.

Later that day, Apollo submitted a nonbinding proposal confirming its interest to acquire Arconic in an all-cash transaction at a price of $30.00 per share (which we refer to as the “February 23 Apollo Proposal”). On February 23, 2023, the closing price of Arconic common stock was $23.15. In the February 23 Apollo Proposal, Apollo stated that it had discovered, in Apollo’s view, two negative due diligence findings during Phase I diligence, which Apollo indicated resulted in a $4.03 per share discrepancy in Apollo’s valuation of Arconic since the December 12 Apollo Proposal, such that the February 23 Apollo Proposal represented an increased offer to acquire Arconic as compared to the December 12 Apollo Proposal despite the same $30.00 per share price. The February 23 Apollo Proposal included certain financing letters of support from J.P. Morgan Chase Bank, N.A. and Wells Fargo Bank, National Association confirming the availability of debt financing for the transaction, and reiterated that the Apollo Funds were prepared to use certain of the Apollo Funds’ financing sources to help secure the necessary debt funding to provide a fully committed binding transaction. In addition, the February 23 Apollo Proposal indicated that Apollo believed that the parties could execute definitive transaction documents by March 27, 2023 with a reciprocal level of engagement from Arconic, and noted that Apollo would expect to complete customary financial, operational, legal and accounting due diligence prior to such date, as well as conduct a limited number of site visits. Mr. Myers promptly shared the February 23 Apollo Proposal with the Board of Directors.

On February 24, 2023, a representative of Private Equity Firm A informed a representative of Evercore that Private Equity Firm A was not interested in an acquisition of Arconic in its entirety, but was potentially interested in an acquisition of the Kawneer Business. Later that day, Private Equity Firm A submitted an indication of interest to acquire the Kawneer Business at an enterprise value of $1.5 billion on a cash-free, debt-free basis (which we refer to as the “Kawneer Proposal”). The Kawneer Proposal did not include financing commitments, and indicated that Private Equity Firm A expected to be able to complete due diligence and negotiate a final and binding offer for the transaction within 45 days. Mr. Myers promptly shared the Kawneer Proposal with the Board of Directors.

On February 28, 2023, the Wall Street Journal reported that Apollo had submitted a bid to acquire Arconic and that Arconic’s advisors had reached out to other potential acquirors. On February 27, 2023, the last trading day before publication of the Wall Street Journal article, the closing price of Arconic common stock was $22.13, and on February 28, 2023, following the publication of the Wall Street Journal article, the closing price of Arconic common stock had increased to $26.44.

Later on February 28, 2023, Arconic held a special meeting of its Board of Directors virtually, during which members of Arconic management and representatives of Goldman Sachs, Evercore and Wachtell Lipton participated. The Board of Directors discussed the February 23 Apollo Proposal and the Kawneer Proposal, including the proposed financing structure for each proposal and each counterparty’s expected timing for completion of due diligence, as well as the decisions by Strategic Company A and Strategic Company B not to pursue a potential transaction with Arconic. The Board of Directors also compared the February 23 Apollo Proposal against the December 12 Apollo Proposal, including the inclusion of certain highly confident financing letters with the February 23 Apollo Proposal. Representatives of Goldman Sachs and Evercore then presented

preliminary financial analyses of Arconic in the context of the value offered by Apollo in the February 23 Apollo Proposal and by Private Equity Firm A in the Kawneer Proposal, respectively. A representative of Wachtell Lipton reviewed the Board of Directors’ fiduciary duties under Delaware law in the context of the consideration of proposals to acquire Arconic and the Kawneer Business. The Board of Directors discussed with the representatives of Goldman Sachs, Evercore and Wachtell Lipton potential outreach to additional prospective buyers, including in light of news coverage of a possible sale of Arconic earlier that day. Following discussion, and after taking into consideration the information provided by and discussed with Arconic management and advisors, the Board of Directors directed management to inquire whether Private Equity Firm A would consider a whole-company acquisition of Arconic and, if so, would be able to complete a transaction on an accelerated timeline, and otherwise determined to continue discussing the proposals at a subsequent meeting of the Board of Directors.

On March 1, 2023, representatives of Goldman Sachs received an inquiry from representatives of a private equity firm, which we refer to as “Private Equity Firm B,” and representatives of Evercore received an inquiry from representatives of another private equity firm, which we refer to as “Private Equity Firm C,” regarding a possible sale of Arconic.

On March 2, 2023, representatives of Evercore discussed with Private Equity Firm A the possibility of a whole-company transaction. The representatives of Private Equity Firm A informed the representatives of Evercore that while they remained interested in an acquisition of the Kawneer Business, Private Equity Firm A was not able to pursue a whole-company transaction at this time.

On March 2, 2023, Arconic held a special meeting of its Board of Directors virtually, during which members of Arconic management and representatives of Goldman Sachs, Evercore and Wachtell Lipton participated. Representatives of Goldman Sachs and Evercore updated the Board of Directors on developments since their last meeting, including Private Equity Firm A’s unwillingness to pursue a whole-company transaction and the inbound inquiries from Private Equity Firm B and Private Equity Firm C. The representatives of Wachtell Lipton provided an overview of the illustrative transaction terms (other than the per-share purchase price) that could be expected in a definitive transaction agreement providing for a sale of Arconic, including provisions that would impact the likelihood that such a transaction would be consummated, as well as the key differences that could be expected in transaction documentation for a whole-company acquisition as compared to a sale of only the Kawneer Business. Representatives of Wachtell Lipton also discussed the timing of a whole-company acquisition as compared to a sale of only the Kawneer Business. Following discussion, and after taking into consideration the information provided by and discussed with Arconic management and advisors, the Board of Directors directed management to convey to Apollo that Arconic was not prepared to accept the February 23 Apollo Proposal but that Arconic would be willing to provide Apollo with additional due diligence information and discussions with management for a limited period of time to allow Apollo to consider raising its bid. The Board of Directors also directed management to convey to Private Equity Firm A that the Company was continuing to explore strategic options, including a whole-company acquisition, but was willing to provide Private Equity Firm A with additional due diligence information and discussions with management for a limited period of time in connection with Private Equity Firm A’s interest in a potential acquisition of the Kawneer Business. The Board of Directors also authorized Goldman Sachs and Evercore to respond to the inquiries from Private Equity Firm B and Private Equity Firm C, and authorized Arconic management to enter into confidentiality agreements with third parties determined to have a bona fide interest in pursuing a transaction with Arconic.

Following the meeting of the Board of Directors, representatives of Goldman Sachs and Evercore sent formal process letters to Apollo and Private Equity Firm A on March 6, 2023, which requested that the parties submit formal and unconditional final written offers by April 5, 2023. Further, additional due diligence materials in the electronic data room were made available to Apollo, Irenic, Private Equity Firm A and their respective representatives, which we refer to as “Phase II diligence.”

On March 6, 2023, a representative of Evercore received an inquiry from a representative of Private Equity Firm C regarding a potential transaction involving Arconic. The representative of Private Equity Firm C indicated that Private Equity Firm C would follow up with Arconic or its advisors regarding a potential transaction involving Arconic, but did not do so following its initial inquiry. Accordingly, it was determined that Private Equity Firm C did not appear to have a bona fide interest in pursuing a transaction with Arconic.

During the week of March 6, 2023 and early the following week, representatives of Apollo visited several of Arconic’s facilities as part of Phase II diligence.

On March 7, 2023, following discussions with Arconic management, representatives of Goldman Sachs and Evercore shared a draft confidentiality agreement with Private Equity Firm B, and Arconic entered into a confidentiality agreement with Private Equity Firm B on March 9, 2023. The confidentiality agreement with Private Equity Firm B contained a customary standstill provision, which terminated immediately upon Arconic’s entry into the Merger Agreement. On March 11, 2023, representatives of Private Equity Firm B were granted access to the electronic data room containing Phase I diligence.

On March 11, 2023, Arconic management and Financial Advisor A opened an electronic data room containing Phase II diligence relating solely to the Kawneer Business to Private Equity Firm A. During the week of March 13, 2023, representatives of Private Equity Firm A visited several of Arconic’s facilities as part of Phase II diligence.

On March 13, 2023, Arconic uploaded to the electronic data room a draft merger agreement for a whole-company acquisition. Representatives of Wachtell Lipton also continued to progress transaction documents relating to a sale of the Kawneer Business.

On March 6, 2023, Mr. Myers received an inquiry from an advisor to a private equity firm, which we refer to as “Private Equity Firm D,” regarding a possible sale of Arconic. Following a discussion between a representative of Arconic and representatives of Private Equity Firm D on March 14, 2023, Arconic shared a draft confidentiality agreement with representatives of Private Equity Firm D, and Arconic entered into a confidentiality agreement with Private Equity Firm D on March 17, 2023. The confidentiality agreement with Private Equity Firm D contained a customary standstill provision, which terminated immediately upon Arconic’s entry into the Merger Agreement. On March 20, 2023, Arconic opened the electronic data room containing Phase I diligence to Private Equity Firm D.

On March 17, 2023, representatives of Private Equity Firm A notified a representative of Financial Advisor A that based on due diligence conducted to date, Private Equity Firm A was not able to identify sufficient synergies to justify the value it had indicated in the Kawneer Proposal and accordingly expected to revise its bid for the Kawneer Business significantly downward to $1.2 billion. In light of the decrease in value that Private Equity Firm A had indicated, Arconic canceled the remaining scheduled site visits and management meetings with Private Equity Firm A and discontinued Private Equity Firm A’s electronic data room access.

On March 20 and March 21, 2023, representatives of Arconic met with representatives of Apollo and Irenic for a series of management meetings focused on the remaining due diligence questions from Apollo and Irenic. Representatives of Goldman Sachs and Evercore were also present. On March 21, 2023, at the request of Apollo and Irenic, representatives of Arconic met with representatives of potential financing sources for Apollo and Irenic.

On March 21, 2023, representatives of Private Equity Firm B informed representatives of Goldman Sachs that due to concerns raised during a meeting of its investment committee the day before regarding the macroeconomy and credit market conditions, Private Equity Firm B determined that it would no longer pursue a transaction with Arconic.

On March 22, 2023, Arconic held a special meeting of its Board of Directors virtually, during which members of Arconic management and representatives of Wachtell Lipton participated. The Board of Directors discussed developments since its last meeting, including that Apollo had indicated that its due diligence process was nearing completion and that it intended to make an updated proposal by the April 5, 2023 deadline in the process letter, but that Apollo had not yet provided a revised draft of the Merger Agreement or the financing commitment letters. The Board of Directors discussed the importance of receiving revised drafts of the transaction documents to assess any future proposal by Apollo, and determined to meet again to continue considering next steps.

On March 26, 2023, representatives of Apollo’s outside legal counsel, Paul, Weiss, Rifkind, Wharton & Garrison LLP (which we refer to as “Paul Weiss”), shared a revised draft of the Merger Agreement with representatives of Wachtell Lipton.

On March 28, 2023, Mr. Myers and a representative of Apollo discussed Apollo’s remaining due diligence requests, including certain historical information that Apollo indicated was necessary for its financing sources to provide committed financing with respect to a potential transaction.

Also on March 28, 2023, representatives of Private Equity Firm D informed a representative of Arconic that they intended to submit a proposal to acquire Arconic at a possible valuation range of $30.00 to $33.50 per share.

On March 30, 2023, Bloomberg News and other news outlets reported that Apollo would be submitting an offer to acquire Arconic at a price of $27.00 to $28.00 per share. On March 30, 2023, the closing price of Arconic common stock was $26.63 per share.

Later on March 30, 2023, Arconic held a special meeting of its Board of Directors virtually, during which members of Arconic management and representatives of Goldman Sachs, Evercore and Wachtell Lipton participated. Representatives of Wachtell Lipton provided an overview of the key issues in the revised draft of the Merger Agreement received from Apollo, including provisions relating to closing certainty, financing and interim operating covenants. The Board of Directors discussed the possibility of an offer from Apollo that, based on news reports, was below the price offered in the February 23 Apollo Proposal, as well as Private Equity Firm D’s verbal indication of interest, including concerns regarding Private Equity Firm D’s ability to secure adequate financing for an acquisition of Arconic. Following discussion, and after taking into consideration the information provided by and discussed with Arconic management and advisors, the Board of Directors determined not to engage further with Apollo without assurances that Apollo intended to acquire Arconic at a higher price than was indicated in the news reports earlier that day. Mr. Myers conveyed that message to a representative of Apollo later that day.

Between March 30 and April 1, 2023, representatives of Paul Weiss continued to share drafts of transaction documents with representatives of Wachtell Lipton. Neither Arconic nor its advisors engaged with Apollo from March 30 until April 3, 2023.

On April 3, 2023, a representative of Apollo called Mr. Henderson to convey Apollo’s continuing interest in an acquisition of Arconic and request certain additional limited due diligence materials and a one-week extension of the April 5, 2023 deadline set forth in Arconic’s process letter in light of the Board of Directors’ decision to suspend discussions. Following discussion between Arconic and its advisors, and after assurances from the representative of Apollo that Apollo understood that the Board of Directors would not be willing to agree to a sale of Arconic in the range of $27.00 to $28.00 per share, Mr. Myers called a representative of Apollo and agreed to the requested extension and to provide certain additional limited due diligence materials. Arconic provided the additional due diligence materials later that evening and, at Apollo’s request, held several additional due diligence sessions on April 5, 2023, including a call between Messrs. Myers and Asmussen, other representatives of Arconic and representatives of potential financing sources for Apollo and Irenic.

On April 5, 2023, Private Equity Firm D submitted a nonbinding indicative offer to acquire 100% of the outstanding equity of Arconic in an all-cash transaction at a price range of $30.00 to $33.00 per share (which we refer to as the “Private Equity Firm D Proposal”). On April 5, 2023, the closing price of Arconic common stock was $25.30. The Private Equity Firm D Proposal was subject to requisite due diligence, and indicated that Private Equity Firm D expected to complete its required due diligence and finalize transaction documentation within 30 to 45 days. While the Private Equity Firm D Proposal indicated that Private Equity Firm D intended to fund the acquisition through a combination of 40% equity financing and 60% debt financing, the Private Equity Firm D Proposal did not include financing commitments, and stated that discussions with financing sources were “very preliminary.” Mr. Myers promptly shared the Private Equity Firm D Proposal with the Board of Directors. Following receipt of the Private Equity Firm D Proposal and following discussions with Arconic management, representatives of Goldman Sachs and Evercore contacted a representative of an advisor to Private Equity Firm D to clarify certain aspects of the Private Equity Firm D Proposal and obtain additional information regarding Private Equity Firm D’s ability to finance a transaction.

Later on April 5, 2023, Arconic held a special meeting of its Board of Directors virtually, during which members of Arconic management and representatives of Goldman Sachs, Evercore and Wachtell Lipton participated. The Board of Directors discussed Arconic’s preliminary financial results for the first quarter of 2023 and developments since the last meeting of the Board of Directors. Following discussion, and after taking into

consideration the information provided by and discussed with Arconic management and advisors, the Board of Directors directed Arconic management, Goldman Sachs and Evercore to have discussions with Private Equity Firm D to obtain assurances regarding its ability to finance a transaction at the price range indicated in the Private Equity Firm D Proposal.

On April 6, 2023, Mr. Myers discussed transaction financing with a representative of Private Equity Firm D, but was unable to obtain a definitive response regarding the identities of expected financing sources and timing of commitment letters.

Between April 7 and April 8, 2023, representatives of Wachtell Lipton and Paul Weiss exchanged revised drafts of the transaction documents. On April 10, 2023, representatives of Wachtell Lipton and Paul Weiss discussed several open items in the Merger Agreement, including the parties’ obligations regarding their efforts to obtain regulatory approvals, restrictions on Arconic’s ability to solicit competing bids following the signing of a transaction and certain interim operating covenants. Representatives of Paul Weiss indicated that they would share a further revised draft of the Merger Agreement reflecting input from this discussion.

On April 10, 2023, Mr. Henderson and a representative of Apollo discussed the status of the discussions between the parties, including the status of Apollo’s financing arrangements and the transaction documentation, and the representative of Apollo summarized, in Apollo’s view, certain negative diligence findings from Apollo’s Phase II diligence. Later that day, Apollo shared a presentation with Mr. Henderson with an overview of, in Apollo’s view, the negative diligence findings from Apollo’s Phase II diligence.

On April 11, 2023, Apollo submitted a nonbinding offer to acquire 100% of the outstanding equity interests of Arconic in an all-cash transaction at a price of $27.75 per share (which we refer to as the “April 11 Apollo Proposal”). In the April 11 Apollo Proposal, Apollo stated that the additional negative diligence findings identified in the presentation Apollo shared with Mr. Henderson the day before and described in the April 11 Apollo Proposal, together with, in Apollo’s view, negative due diligence findings Apollo identified in the February 23 Apollo Proposal, resulted in a $7.45 per share discrepancy in Apollo’s valuation of Arconic since the December 12 Apollo Proposal, such that Apollo was offering to absorb the remaining $5.20 per share discrepancy through its revised offer of $27.75 per share for Arconic. Apollo submitted revised drafts of the transaction documents with the April 11 Apollo Proposal and indicated that it did not believe there were any remaining material open issues in the Merger Agreement. The April 11 Apollo Proposal was promptly shared with the Board of Directors.

Later on April 11, 2023, Arconic held a special meeting of its Board of Directors virtually, during which members of Arconic management and representatives of Goldman Sachs, Evercore and Wachtell Lipton participated. Representatives of Evercore and Goldman Sachs provided an update on developments since the last meeting of the Board of Directors. A representative of Wachtell Lipton discussed the revised drafts of the transaction documents included as part of the April 11 Apollo Proposal, identifying areas where Apollo had compromised from its prior draft and some of the key issues that would need to be resolved if Arconic decided to continue discussions with Apollo, including the amounts of the termination fees that would be payable by Arconic and Parent under certain circumstances and the scope of the interim operating covenants. In response to questions from the directors, representatives from Goldman Sachs and Evercore confirmed that the results from Goldman Sachs’ and Evercore’s preliminary financial analyses of Arconic previously presented to the Board of Directors had not changed in any material respect. Following discussion, and after taking into consideration the information provided by and discussed with Arconic management and advisors, the Board of Directors directed Arconic management to convey to Apollo that the April 11 Apollo Proposal undervalued Arconic and was insufficient. Mr. Myers conveyed that message to Apollo on April 15, 2023.

On April 12, 2023, Goldman Sachs and Evercore discussed Private Equity Firm D’s financing plan with respect to a possible transaction with Arconic with representatives of Private Equity Firm D, but were once again unable to obtain a definitive response regarding the identities of expected financing sources and timing of commitment letters.

On April 14, 2023, representatives of Private Equity Firm D informed representatives of Arconic of the expected identities of potential sources of equity financing, but were not able to provide further detail regarding Private Equity Firm D’s plans for financing an acquisition of Arconic, including regarding financing amounts and expected timing of commitment letters.

On April 18, 2023, a representative of Apollo communicated to Mr. Myers that Apollo would submit a revised offer for Arconic at a price of $29.25 per share on the following day.

On April 19, 2023, Apollo submitted a nonbinding offer to acquire 100% of the outstanding equity interests of Arconic at a price of $29.25 per share (which we refer to as the “April 19 Apollo Proposal”). Apollo submitted revised drafts of the debt commitment letters with the April 19 Apollo Proposal and requested a response to the April 19 Apollo Proposal by April 21, 2023 at 5:00 p.m., Eastern Time. Mr. Myers promptly shared the April 19 Apollo Proposal with the Board of Directors.

On April 21, 2023, Arconic held a special meeting of its Board of Directors virtually, during which members of Arconic management and representatives of Goldman Sachs, Evercore and Wachtell Lipton participated. The Board of Directors discussed Arconic’s preliminary financial results for the first quarter of 2023 and forecast for the second quarter of 2023, as well as developments regarding the strategic process since its last meeting, including that despite Private Equity Firm D’s indication that it would provide Arconic equity commitment letters and confidentiality agreements from its equity financing sources, it had not provided such materials. In light of Arconic’s recent performance and current market conditions, and based on its assessment of the risks facing the business, the Board of Directors then directed Goldman Sachs and Evercore to use the Scenario B Projections, reflecting the potential negative impacts resulting from certain sensitivities and risks previously identified and discussed, with updates from Arconic management to reflect Arconic’s actual performance to date (which, as updated, are known as the April 2023 Projections (as defined and further described in the section of this proxy statement titled “—Certain Financial Projections”)), in connection with the assessment of a possible sale of Arconic, including in preparing their respective financial analyses and any fairness opinions rendered in connection with the Merger.

Representatives of Goldman Sachs and Evercore presented preliminary financial analyses of Arconic in the context of the value offered by Apollo in the April 19 Apollo Proposal. Representatives of Wachtell Lipton then provided an overview of the key issues in Apollo’s proposed transaction agreements included as part of the April 19 Apollo Proposal, including the rejection of Arconic’s proposed go-shop period based on Arconic’s outreach to other potential bidders and inbound interest in response to market rumors that Arconic was exploring a transaction, additional operational covenants restricting Arconic’s conduct during the period between signing and closing, and certain compensation and benefits issues. Following discussion, and after taking into consideration the information provided by and discussed with Arconic management and advisors, the Board of Directors directed Arconic management to convey to Apollo that Arconic would be willing to transact at a price of $33.00 per share upon certain transaction terms that would be shared with representatives of Paul Weiss. Later on April 21, 2023, Mr. Myers conveyed the message to a representative of Apollo.

On April 23, 2023, Wachtell Lipton shared revised drafts of the transaction documents with Paul Weiss and indicated that the documents contained the terms on which Arconic was willing to transact at a price of $33.00 per share.

On April 24, 2023, a representative of Apollo shared with Mr. Myers a list of key issues in the transaction documents. The primary issues related to efforts to obtain regulatory approvals, additional operating covenants, inclusion of a proposed transition committee and provisions regarding capital expenditures prior to closing, and certain compensation and benefits items, including relating to a cash-based retention pool to ensure the retention of key Arconic employees between the announcement and the closing of a transaction. Apollo agreed to certain provisions that had been requested by Arconic, including a three-week period during which Arconic would be allowed to leave the electronic data room open to any parties that had submitted an offer for Arconic as of signing, such as Private Equity Firm D. No offers for Arconic were submitted by any such party during the three-week period.

On April 26, 2023, Mr. Myers shared with Apollo Arconic’s responses to the key issues identified by Apollo. Representatives of Wachtell Lipton and Paul Weiss discussed Apollo’s preliminary feedback on Arconic’s responses later that day.

Later on April 26, 2023, Apollo submitted a nonbinding offer to acquire 100% of the outstanding equity interests of Arconic in an all-cash transaction at a price of $30.00 per share (which we refer to as the “April 26 Apollo Proposal”). In the April 26 Apollo Proposal, Apollo conveyed that the price of $30.00 per share represented its “best and final offer.” Apollo submitted revised drafts of the transaction documents with the

April 26 Apollo proposal, including fully negotiated and executed debt commitment letters, and requested a response to the April 26 Apollo Proposal by April 28, 2023 at 5:00 p.m., Eastern Time. Mr. Myers promptly shared the April 26 Apollo Proposal with the Board of Directors.

On April 27, 2023, Arconic held a special meeting of its Board of Directors virtually, during which members of Arconic management and representatives of Goldman Sachs, Evercore and Wachtell Lipton participated. Representatives of Evercore and Goldman Sachs updated the Board of Directors on developments since its last meeting, including that, despite indicating that it would provide equity commitment letters and confidentiality agreements from its equity financing sources, Private Equity Firm D still had not yet submitted any such materials despite numerous additional requests by representatives of Arconic, Goldman Sachs and Evercore. Representatives of Wachtell Lipton provided an update to the Board of Directors regarding the status of the transaction documents and reviewed the Board of Directors’ fiduciary duties under Delaware law in the context of the consideration of a proposal to acquire Arconic. The Board of Directors discussed the April 26 Apollo Proposal, including strategic considerations in responding to the April 26 Apollo Proposal and considerations regarding the timing of a potential transaction in respect of Arconic’s upcoming earnings announcement for the first quarter of 2023. Following discussion, and after taking into consideration the information provided by and discussed with Arconic management and advisors, the Board of Directors directed Arconic management to convey to Apollo that while the April 26 Apollo Proposal represented an improvement over the April 11 Apollo Proposal and the April 19 Apollo Proposal, the Board of Directors was seeking a higher value for Arconic and would be willing to transact at a price of $31.00 per share. Mr. Myers conveyed the message to a representative of Apollo later that evening.

On April 29, 2023, a representative of Apollo notified Mr. Myers that Apollo and Irenic were considering the Board of Directors’ latest response and would provide a formal response as soon as possible, but indicated they could not provide any encouragement that they would be able to revise the April 26 Apollo Proposal to provide for a higher offer price.

On May 1, 2023, a representative of Apollo confirmed to Mr. Myers that the April 26 Apollo Proposal to acquire Arconic at a price of $30.00 per share was Apollo’s best and final offer, consistent with what had been communicated in the April 26 Apollo Proposal. Later on May 1, 2023, a representative of Apollo called Mr. Henderson to reiterate that the price of $30.00 per share was Apollo’s best and final offer.

On May 2, 2023, Arconic held a special meeting of its Board of Directors virtually, during which members of Arconic management and representatives of Goldman Sachs, Evercore and Wachtell Lipton participated. Representatives of Evercore updated the Board of Directors on developments since its last meeting, including that despite indicating that it would provide equity commitment letters and confidentiality agreements from its equity financing sources, Private Equity Firm D still had not submitted any such materials. A representative of Wachtell Lipton reviewed the Board of Directors’ fiduciary duties under Delaware law in the context of the consideration of a proposal to acquire Arconic. Following discussion, and after taking into consideration the information provided by and discussed with Arconic management and advisors, the Board of Directors indicated its support for transacting at a price of $30.00 per share and directed Arconic management and Wachtell Lipton to engage with Apollo and Paul Weiss to finalize the transaction documents, following which time the Board of Directors would meet again to make a decision on the April 26 Apollo Proposal.

Later on May 2, 2023, Mr. Myers conveyed to a representative of Apollo the Board of Directors’ support for transacting at a price of $30.00 per share, subject to the parties reaching agreement on the remaining open transaction terms. Between May 2 and May 3, 2023, representatives of Wachtell Lipton and Paul Weiss exchanged revised drafts of the transaction documents.

On May 3, 2023, Arconic held a special meeting of its Board of Directors virtually, during which members of Arconic management and representatives of Goldman Sachs, Evercore and Wachtell Lipton participated. Representatives of Goldman Sachs and Evercore presented financial analyses of Arconic based on the April 2023 Projections provided by Arconic management, and compared the results of these analyses to the prices offered by the April 26 Apollo Proposal. The Board of Directors asked questions regarding the financial analyses, including regarding updates made to the financial analyses as compared to the financial analyses that Goldman Sachs and Evercore had presented at prior meetings of the Board of Directors. Following such discussion, Evercore delivered to the Board of Directors its opinion to the effect that, as of that date and based upon and subject to the assumptions, limitations, qualifications and conditions described in Evercore’s opinion, the Merger

Consideration of $30.00 per share to be received by the holders of shares of Arconic common stock in the Merger was fair, from a financial point of view, to such holders (other than Parent, Merger Sub and the Equity Investors). Also, following such discussion, Goldman Sachs rendered its oral opinion to the Board of Directors, confirmed by delivery of a written opinion dated May 4, 2023, to the effect that, as of the date of such opinion, and based upon and subject to the factors and assumptions set forth therein, the Merger Consideration of $30.00 in cash per share of Arconic common stock to be paid to the holders (other than Parent and its affiliates (including the Equity Investors)) of Arconic common stock pursuant to the Merger Agreement was fair from a financial point of view to such holders of Arconic common stock.

A representative of Wachtell Lipton discussed the key terms of the proposed transaction, including the provisions in the Merger Agreement defining the events that could constitute a “material adverse effect” on Arconic, the provisions relating to Apollo’s financing requirements and the potential impact on the timing of the closing of a transaction as well as the provisions restricting Arconic and its representatives from soliciting competing offers and governing the directors’ ability to consider unsolicited competing offers for Arconic. Representatives of Wachtell Lipton addressed questions from the directors, including regarding the current regulatory environment and required regulatory approvals and the third-party contractual notices and consents that might be sought in connection with the consummation of the transaction. In addition, a representative of Wachtell Lipton reviewed the Board of Directors’ fiduciary duties under Delaware law in the context of the consideration of a proposal to acquire Arconic.

Following discussion, and after taking into consideration the information provided by and discussed with Arconic management and advisors, including the factors described below in greater detail in the section of this proxy statement titled “—Reasons for the Merger,” the Board of Directors unanimously (a) determined that the transactions contemplated by the Merger Agreement, including the Merger, were advisable, fair to and in the best interests of Arconic and its stockholders, (b) approved the execution, delivery and performance of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger, (c) resolved to recommend that Arconic stockholders adopt the Merger Agreement and (d) directed that the adoption of the Merger Agreement be submitted for consideration by Arconic stockholders at the Special Meeting.

Following the meeting of the Board of Directors on May 3, 2023, representatives of Wachtell Lipton and Paul Weiss finalized the Merger Agreement and other transaction documents, and the Merger Agreement and the other transaction documents were executed early on May 4, 2023. Before the opening of market on May 4, 2023, Arconic issued a press release announcing the transaction, followed by Arconic’s earnings press release for the first quarter of 2023.

The Board of Directors has unanimously: (a) determined that the Merger Agreement and the transactions contemplated thereby are advisable, fair to and in the best interests of Arconic and its shareholders; (b) approved the execution, delivery and performance of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger; (c) recommended that Arconic shareholders adopt the Merger Agreement; and (d) directed that the adoption of the Merger Agreement be submitted for consideration by Arconic shareholders at the Special Meeting.

The Board of Directors unanimously recommends that you vote: (1) “FOR” the Merger Agreement Proposal; (2) “FOR” the Compensation Proposal; and (3) “FOR” the Adjournment Proposal.

In evaluating the transactions contemplated by the Merger Agreement and reaching its decision to determine that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to and in the best interests of Arconic and its shareholders, approve the execution, delivery and performance of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger, recommend that Arconic shareholders adopt the Merger Agreement and direct that the adoption of the Merger Agreement be submitted for consideration by Arconic shareholders at the Special Meeting, the Board of Directors consulted with Arconic senior management, as well as Arconic’s financial and legal advisors, and considered a number of factors, including the following material factors that the Board of Directors viewed as supporting its decision:

The Board of Directors also considered a variety of risk and other potential negative factors in its consideration of the Merger Agreement and the Merger, including the following material potentially negative factors:

The foregoing discussion of the factors considered by the Board of Directors is not intended to be exhaustive, but rather includes the material factors considered by the Board of Directors. In reaching its decision to (a) determine that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to and in the best interests of Arconic and its shareholders, (b) approve the execution, delivery and performance of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger, (c) recommend that Arconic shareholders adopt the Merger Agreement and (d) direct that the adoption of the Merger Agreement be submitted for consideration by Arconic shareholders at the Special Meeting, the Board of Directors did not quantify, rank or otherwise assign any relative weights to, and did not make specific assessments of, the factors considered, and individual directors may have given different weights to different factors. The Board of Directors did not reach any specific conclusion with respect to any of the factors or reasons considered, but determined, in its business judgment, that, in the aggregate, the potential benefits considered outweighed the potential risks or possible negative consequences of approving the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement.

The above factors are not presented in any order of priority. The explanation of the factors and reasoning set forth above contain forward-looking statements and should be read in conjunction with the section of this proxy statement titled “Forward-Looking Statements.”

At the May 3, 2023 meeting of the Board of Directors, Goldman Sachs, financial advisor to Arconic, rendered its oral opinion to the Board of Directors, confirmed by delivery of a written opinion dated May 4, 2023, to the effect that, as of the date of such opinion, and based upon and subject to the factors and assumptions set forth therein, the Merger Consideration of $30.00 in cash per share of Arconic common stock to be paid to the holders (other than Parent and its affiliates (including the Equity Investors)) of Arconic common stock pursuant to the Merger Agreement was fair from a financial point of view to such holders of Arconic common stock.

The full text of the written opinion of Goldman Sachs, dated May 4, 2023, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex B. Goldman Sachs provided advisory services and its opinion for the information and assistance of the Board of Directors in connection with its consideration of the Merger. Goldman Sachs’ opinion is not a recommendation as to how any holder of Arconic common stock should vote with respect to the Merger, or any other matter.

In connection with rendering the opinion described above and performing its related financial analyses, Goldman Sachs reviewed, among other things:

Goldman Sachs also held discussions with members of the senior management of Arconic regarding their assessment of the past and current business operations, financial condition and future prospects of Arconic; reviewed the reported price and trading activity for Arconic common stock; reviewed the financial terms of certain recent business combinations in the aluminum rolled products / processing industry and in other industries; and performed such other studies and analyses, and considered such other factors, as it deemed appropriate.

For purposes of rendering the opinion, Goldman Sachs, with Arconic’s consent, relied upon and assumed the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by, it, without assuming any responsibility for independent verification thereof. In that regard, Goldman Sachs assumed, with Arconic’s consent, that the Projections and NOL projections were reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of Arconic. Goldman Sachs did not make an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or other off-balance-sheet assets and liabilities) of Arconic or any of its subsidiaries and it was not furnished with any such evaluation or appraisal. Goldman Sachs assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the Merger will be obtained without any adverse effect on the expected benefits of the Merger in any way meaningful to its analysis. Goldman Sachs also assumed that the Merger will be consummated on the terms set forth in the Merger Agreement, without the waiver or modification of any term or condition the effect of which would be in any way meaningful to its analysis.

Goldman Sachs’ opinion does not address the underlying business decision of Arconic to engage in the transaction or the relative merits of the transaction as compared to any strategic alternatives that may be available to Arconic, including a nonbinding indication of interest for a transaction proposed by a third party that may have resulted in a higher price per share of Arconic common stock in cash than in the Merger, which indication of interest Arconic advised Goldman Sachs that Arconic determined not to pursue; nor does it address any legal, regulatory, tax or accounting matters. Goldman Sachs’ opinion addresses only the fairness from a financial point of view to the holders (other than Parent and its affiliates (including the Equity Investors)), as of the date of the opinion, of the $30.00 in cash per share of Arconic common stock to be paid to such holders pursuant to the Merger Agreement. Goldman Sachs’ opinion does not express any view on, and does not address, any other term or aspect of the Merger Agreement or the Merger or any term or aspect of any other agreement or instrument contemplated by the Merger Agreement or entered into or amended in connection with the Merger, including the fairness of the Merger to, or any consideration received in connection therewith by, the holders of any other class of securities, creditors, or other constituencies of Arconic; nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of Arconic, or class of such persons in connection with the Merger, whether relative to the $30.00 in cash per share of Arconic common stock to be paid to the holders (other than Parent and its affiliates (including the Equity Investors)) of Arconic common stock pursuant to the Merger Agreement or otherwise. In addition, Goldman Sachs does not express any opinion as to the prices at which shares of Arconic common stock will trade at any time or as to the potential effects of volatility in the credit, financial and stock markets on Arconic, Parent or the Merger, or as to the impact of the Merger on the solvency or viability of Arconic or Parent or the ability of Arconic or Parent to pay their respective obligations when they come due. Goldman Sachs’ opinion is necessarily based on economic, monetary market and other conditions as in effect on, and the information made available to Goldman Sachs as of, the date of its opinion and Goldman Sachs assumes no responsibility for updating, revising or reaffirming its opinion based on circumstances, developments or events occurring after the date of its opinion. Goldman Sachs’ opinion was approved by a fairness committee of Goldman Sachs.

The following is a summary of the material financial analyses delivered by Goldman Sachs to the Board of Directors in connection with rendering the opinion described above. The following summary, however, does not purport to be a complete description of the financial analyses performed by Goldman Sachs, nor does the order

of analyses described represent relative importance or weight given to those analyses by Goldman Sachs. Some of the summaries of the financial analyses include information presented in tabular format. The tables must be read together with the full text of each summary and are alone not a complete description of Goldman Sachs’ financial analyses. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before May 2, 2023 and is not necessarily indicative of current market conditions.

Historical Stock Trading Analysis. Goldman Sachs reviewed the historical trading prices and volumes for Arconic common stock for the three-year period ended May 2, 2023. In addition, Goldman Sachs analyzed the consideration to be paid to holders of Arconic common stock pursuant to the Merger Agreement in relation to the (a) closing price per share of Arconic common stock on May 2, 2023; (b) closing price per share of Arconic common stock on February 27, 2023, the date before the Wall Street Journal reported that Apollo had submitted a bid to acquire Arconic and that Arconic’s advisors had reached out to other potential acquirors; (c) volume-weighted average price (which we refer to as “VWAP”) per share of Arconic common stock for the preceding 30-trading day period ended May 2, 2023; (d) highest closing price per share of Arconic common stock over the 52-week period ended on May 2, 2023; and (e) median equity research analyst price target per share of Arconic common stock.

This analysis indicated that the price per share to be paid to Arconic shareholders pursuant to the Merger Agreement represented:

Illustrative Discounted Cash Flow Analysis. Using the Projections and the NOL projections, Goldman Sachs performed an illustrative discounted cash flow analysis on Arconic to derive a range of illustrative present values per share of Arconic common stock. Using the mid-year convention for discounting cash flows and discount rates ranging from 9.5% to 11.5%, reflecting estimates of Arconic’s weighted average cost of capital, Goldman Sachs discounted to present value as of March 31, 2023 (a) estimates of Unlevered Free Cash Flow for Arconic for the second through fourth quarters of fiscal year 2023 and for fiscal years 2024 through 2027 as reflected in the Projections and (b) a range of illustrative terminal values for Arconic, which were calculated by applying terminal year exit EV/EBITDA multiples ranging from 5.75x to 6.75x, to a terminal year estimate of the next twelve month (which we refer to as “NTM”) EBITDA to be generated by Arconic, as reflected in the Projections (which analysis implied perpetuity growth rates ranging from 1.52% to 4.51%). The range of terminal year exit EV/EBITDA multiples was estimated by Goldman Sachs utilizing its professional judgment and experience, taking into account historical trading multiples of Arconic. Goldman Sachs derived such discount rates by application of the Capital Asset Pricing Model (which we refer to as “CAPM”), which requires certain company-specific inputs, including Arconic’s target capital structure weightings, the cost of long-term debt, after-tax yield on permanent excess cash, if any, future applicable marginal cash tax rate and a beta for Arconic, as well as certain financial metrics for the United States financial markets generally.

Goldman Sachs derived ranges of illustrative enterprise values for Arconic by adding the ranges of present values it derived above and the standalone net present value of the NOL projections, discounted at 5.5%, reflecting Arconic’s estimated after-tax cost of debt. Goldman Sachs then subtracted from the range of illustrative enterprise values it derived for Arconic the amount of Arconic’s net debt including Arconic’s U.S. net pension liabilities and accrued post-retirement benefits liabilities on an after-tax basis and subtracted the net present value of the cash flows from certain capital expenditures assumed to occur on a one-time basis in the terminal year, in each case, as provided by and approved for Goldman Sachs’ use by the management of Arconic, to derive a

range of illustrative equity values for Arconic. Goldman Sachs then divided the range of illustrative equity values it derived by the number of fully diluted outstanding shares of Arconic common stock, as provided by and approved for Goldman Sachs’ use by the management of Arconic, using the treasury stock method, to derive a range of illustrative present values per share ranging from $24.95 to $34.79.

Illustrative Present Value of Future Share Price Analysis. Using the Projections, Goldman Sachs performed an illustrative analysis of the implied present value of an illustrative future value per share of Arconic common stock. For this analysis, Goldman Sachs first calculated the implied enterprise value for Arconic as of December 31 for each of the fiscal years 2023 and 2024, by applying a range multiples of illustrative NTM enterprise value to EBITDA (which we refer to as “NTM EV / EBITDA”) of 6.00x to 7.00x to estimates of Arconic’s Adjusted EBITDA as of December 31 for each of the fiscal years 2024 and 2025 as reflected in the Projections. This illustrative range of NTM EV / EBITDA multiple estimates was derived by Goldman Sachs utilizing its professional judgment and experience, taking into account current and historical NTM EV / EBITDA multiples for Arconic from April 2020 through May 2023.

Goldman Sachs then subtracted the amount of Arconic’s net debt including Arconic’s U.S. net pension liabilities and accrued post-retirement benefits liabilities on an after-tax basis for each of the fiscal years 2023 and 2024, each as provided by and approved for Goldman Sachs’ use by the management of Arconic, from the respective implied enterprise values in order to derive a range of illustrative equity values as of December 31 for Arconic for each of the fiscal years 2023 and 2024. Goldman Sachs then divided these implied equity values by the projected year-end number of fully diluted outstanding shares of Arconic common stock for each of fiscal years 2023 and 2024, calculated using information provided by and approved for Goldman Sachs’ use by the management of Arconic, to derive a range of implied future values per share of Arconic common stock. Goldman Sachs then discounted these implied future equity values per share of Arconic common stock to March 31, 2023, using an illustrative discount rate of 12.7%, reflecting an estimate of Arconic’s cost of equity. Goldman Sachs derived such discount rate by application of the CAPM, which requires certain company-specific inputs, including a beta for the company, as well as certain financial metrics for the United States financial markets generally. This analysis resulted in a range of implied present values of $25.47 to $32.19 per share of Arconic common stock.

Selected Transactions Analysis. Goldman Sachs analyzed certain information relating to the following selected transactions in the aluminum rolled products / processing industry and in other industries since 2012. For each of the selected transactions, Goldman Sachs calculated and compared the implied enterprise value of the applicable target company based on the consideration paid in the transaction as a multiple of the target company’s LTM adjusted EBITDA based on information in public filings, press releases and investor relations documents. While none of the companies that participated in the selected transactions are directly comparable to Arconic, the companies that participated in the selected transactions are companies with operations that, for the purposes of analysis, may be considered similar to certain of Arconic’s results, market sizes and product profile.

The following table presents the results of this analysis:

Based on the results of the foregoing calculations and Goldman Sachs’ professional judgment and experience, Goldman Sachs applied a reference range of EV / LTM adjusted EBITDA multiples of 6.9x to 10.1x to Arconic’s LTM adjusted EBITDA as of March 31, 2023, as provided by and approved for Goldman Sachs’ use by the management of Arconic, to derive a range of implied enterprise values for Arconic. Goldman Sachs then subtracted the net debt of Arconic, including Arconic’s U.S. net pension liabilities and accrued post-retirement benefits liabilities on an after-tax basis, as of March 31, 2023, as provided by and approved for Goldman Sachs’

use by the management of Arconic, and divided the result by the number of fully diluted outstanding shares of Arconic common stock as of March 31, 2023, as provided by and approved for Goldman Sachs’ use by the management of Arconic, to derive a reference range of implied values per share of Arconic common stock of $20.51 to $39.23.

Premia Paid Analysis. Goldman Sachs reviewed and analyzed, using publicly available information, the acquisition premia for all-cash acquisition transactions announced from January 1, 2014 through May 2, 2023 involving a public company based in the United States as the target where the disclosed enterprise value for the transaction was over $1 billion. For the entire period, using publicly available information, Goldman Sachs calculated the median, 25th percentile and 75th percentile premiums of the price paid in the 562 transactions relative to the target’s last undisturbed closing stock price prior to announcement of the transaction. This analysis indicated a median premium of 28% across the period. This analysis also indicated a 25th percentile premium of 13% and 75th percentile premium of 48% across the period. Using this analysis, Goldman Sachs applied a reference range of illustrative premiums of 13% to 48% to the undisturbed closing price per share of Arconic common stock of $22.13 as of February 27, 2023 and calculated a range of implied equity values per share of Arconic common stock of $25.01 to $32.75.

Goldman Sachs prepared these analyses for purposes of Goldman Sachs' providing its opinion to the Board of Directors that the $30.00 in cash per share of Arconic common stock to be paid to the holders (other than Parent and its affiliates (including the Equity Investors)) of Arconic common stock pursuant to the Merger Agreement was fair from a financial point of view to such holders of Arconic common stock. These analyses do not purport to be appraisals, nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, none of Arconic, Goldman Sachs or any other person assumes responsibility if future results are materially different from those forecast.

The Merger Consideration was determined through arm’s-length negotiations by Arconic and was approved by the Board of Directors. Goldman Sachs provided advice to Arconic during these negotiations. Goldman Sachs did not, however, recommend any specific amount of consideration to Arconic or the Board of Directors or that any specific amount of consideration constituted the only appropriate Merger Consideration for the Merger.

As described in the section of this proxy statement titled “—Recommendation of the Board of Directors and Reasons for the Merger,” Goldman Sachs’ opinion to the Board of Directors was one of many factors taken into consideration by the Board of Directors in making its determination to approve the Merger Agreement. The foregoing summary does not purport to be a complete description of the analyses performed by Goldman Sachs in connection with the fairness opinion and is qualified in its entirety by reference to the written opinion of Goldman Sachs attached as Annex B.

Goldman Sachs and its affiliates are engaged in advisory, underwriting, lending, and financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services for various persons and entities. Goldman Sachs and its affiliates and employees, and funds or other entities they manage or in which they invest or have other economic interests or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of Arconic, Parent, any of their respective affiliates and third parties, including Apollo and Irenic, each of which is (or may become before or at the Closing) a significant shareholder of Parent, and any of their respective affiliates and, as applicable, portfolio companies or any currency or commodity that may be involved in the transactions contemplated by the Merger Agreement. Goldman Sachs acted as financial advisor to Arconic in connection with, and participated in certain of the negotiations leading to, the Merger. During the two-year period ended May 4, 2023, Goldman Sachs has not been engaged by Arconic or its affiliates to provide financial advisory or underwriting services for which Goldman Sachs has recognized compensation. Goldman Sachs has provided certain financial advisory and/or underwriting services to Apollo and/or its affiliates and portfolio companies from time to time for which Goldman Sachs has received, and may receive, compensation, including having acted as bookrunner with respect to the issuance by Vistra Operations Company LLC, an indirect, wholly owned subsidiary of Vistra Corp., a portfolio company of funds affiliated with Apollo, of its senior secured notes due February 2024 and its senior secured notes due in February 2025 in May 2021; as financial advisor to Apollo in connection with the sale of

Diamond Resorts International Inc., a portfolio company of funds affiliated with Apollo, in August 2021; as bookrunner with respect to the issuance by Athene Holding Ltd, a portfolio company of funds affiliated with Apollo, of its senior notes due 2033 in November 2022; as bookrunner with respect to the issuance by Oldenburgische Landesbank AG, a portfolio company of funds affiliated with Apollo, of its senior preferred notes due February 2026 in January 2023; as financial co-advisor to Lifepoint Health Inc, a portfolio company of funds affiliated with Apollo, in connection with its acquisition of a majority interest in Springstone, Inc. in February 2023; as bookrunner with respect to the issuance by Albertsons Companies Inc., a portfolio company of funds affiliated with Apollo, of its senior notes due February 2028 in February 2023; and as financial advisor to Apollo in connection with its acquisition of Atlas Air Worldwide Holdings Inc. in March 2023. During the two-year period ended May 4, 2023, Goldman Sachs has recognized compensation for financial advisory and/or underwriting services provided by Goldman Sachs Investment Banking directly to Apollo and/or to its affiliates and portfolio companies of approximately $99.4 million. During the two-year period ended May 4, 2023, Goldman Sachs Investment Banking has not been engaged by Irenic or its affiliates to provide financial advisory or underwriting services for which Goldman Sachs has recognized compensation. Goldman Sachs may also in the future provide financial advisory and/or underwriting services to Arconic, Parent, Apollo, Irenic and their respective affiliates and, as applicable, portfolio companies, for which Goldman Sachs Investment Banking may receive compensation. Affiliates of Goldman Sachs also may have co-invested with Apollo, Irenic and its affiliates from time to time and may have invested in limited partnership units of affiliates of Apollo and Irenic from time to time and may do so in the future.

The Board of Directors selected Goldman Sachs as its financial advisor because it is an internationally recognized investment banking firm that has substantial experience in transactions similar to the Merger. Pursuant to a letter agreement dated April 3, 2023, Arconic engaged Goldman Sachs to act as its financial advisor in connection with the Merger. The engagement letter between Arconic and Goldman Sachs provides for a transaction fee that is estimated, based on the information available as of the date of announcement, at approximately $31.1 million, $2.5 million of which became payable at announcement of the Merger, and the remainder of which is contingent upon consummation of the Merger. In addition, Arconic has agreed to reimburse Goldman Sachs for certain of its reasonable and documented out-of-pocket expenses, and to indemnify Goldman Sachs and related persons against various liabilities, including certain liabilities under the federal securities laws.

Arconic retained Evercore to act as its financial advisor in connection with the Board of Directors’ evaluation of strategic and financial alternatives, including the Merger. As part of this engagement, Arconic requested that Evercore evaluate the fairness, from a financial point of view, of the Merger Consideration of $30.00 per share of Arconic common stock to be received by the holders (other than Parent, Merger Sub and the Equity Investors) of Arconic common stock. At a meeting of the Board of Directors held on May 3, 2023, Evercore rendered to the Board of Directors its oral opinion, which was subsequently confirmed by delivery of a written opinion, dated May 3, 2023, to the effect that, as of that date and based upon and subject to the assumptions, limitations, qualifications and conditions described in Evercore’s opinion, the Merger Consideration of $30.00 per share to be received by the holders of Arconic common stock in the Merger was fair, from a financial point of view, to such holders (other than Parent, Merger Sub and the Equity Investors).

The full text of the written opinion of Evercore, dated May 3, 2023, which sets forth, among other things, the procedures followed, assumptions made, matters considered and qualifications and limitations on the scope of review undertaken in rendering its opinion, is attached as Annex C to this proxy statement and is incorporated herein by reference. Arconic encourages you to read this opinion carefully and in its entirety. Evercore’s opinion was addressed to, and provided for the information and benefit of, the Board of Directors (in its capacity as such) in connection with its evaluation of the proposed Merger. The opinion does not constitute a recommendation to the Board of Directors or to any other persons in respect of the Merger, including as to how any holder of shares of Arconic common stock should vote or act in respect of the Merger. Evercore’s opinion does not address the relative merits of the Merger as compared to other business or financial strategies that might be available to Arconic, nor does it address the underlying business decision of Arconic to engage in the Merger.

In connection with rendering its opinion Evercore, among other things:

For purposes of its analysis and opinion, Evercore assumed and relied upon the accuracy and completeness of the financial and other information publicly available, and all of the information supplied or otherwise made available to, discussed with, or reviewed by Evercore, without any independent verification of such information (and Evercore did not assume responsibility or liability for any independent verification of such information), and further relied upon the assurances of the management of Arconic that they were not aware of any facts or circumstances that would make such information inaccurate or misleading. With respect to the Projections, Evercore assumed with the Board of Directors’ consent that they had been reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of management of Arconic as to the future financial performance of Arconic and the other matters covered thereby. Evercore expressed no view as to the Projections or the assumptions on which they are based.

For purposes of Evercore’s analysis and opinion, Evercore assumed, in all respects material to its analysis, that the final executed Merger Agreement would not differ from the draft Merger Agreement reviewed by Evercore, that the representations and warranties of each party contained in the Merger Agreement are true and correct, that each party will perform all of the covenants and agreements required to be performed by it under the Merger Agreement and that all conditions to the consummation of the Merger will be satisfied without waiver or modification thereof. Evercore further assumed, in all respects material to its analysis, that all governmental, regulatory or other consents, approvals or releases necessary for the consummation of the Merger will be obtained without any delay, limitation, restriction or condition that would have an adverse effect on Arconic or the consummation of the Merger or reduce the contemplated benefits to the holders of Arconic common stock of the Merger.

Evercore did not conduct a physical inspection of the properties or facilities of Arconic and did not make or assume any responsibility for making any independent valuation or appraisal of the assets or liabilities (including any contingent, derivative or other off-balance sheet assets and liabilities) of Arconic, nor was Evercore furnished with any such valuations or appraisals, nor did Evercore evaluate the solvency or fair value of Arconic under any state or federal laws relating to bankruptcy, insolvency or similar matters. Evercore’s opinion was necessarily based upon information made available to it as of the date of the opinion and financial, economic, market and other conditions as they existed and as could be evaluated on the date of the opinion. It was understood that subsequent developments may affect Evercore’s opinion and that Evercore does not have any obligation to update, revise or reaffirm its opinion.

Evercore was not asked to pass judgment upon, and expressed no opinion with respect to, any matter other than the fairness to the holders of Arconic common stock (other than Parent, Merger Sub and the Equity Investors), from a financial point of view, of the Merger Consideration. Evercore did not express any view on, and its opinion did not address, the fairness of the proposed transaction to, or any consideration received in connection therewith by, the holders of any other class of securities, creditors or other constituencies of Arconic, nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of Arconic, or any class of such persons, whether relative to the Merger Consideration or otherwise. Evercore was not asked to, nor did Evercore express any view on, and Evercore’s opinion did not address, any other term or aspect of the Merger Agreement or the Merger, including, without limitation, the structure or form of the Merger, or any term or aspect of any other agreement or instrument contemplated by the Merger Agreement or entered into or amended in connection with the Merger Agreement. Evercore’s opinion did not address the relative merits of the Merger as compared to other business or financial strategies that might be available to Arconic, nor did it address the underlying business decision of Arconic to engage in the Merger. Evercore’s opinion did not constitute a recommendation to the Board of Directors or to any other persons in respect of the Merger, including as to how any holder of shares of Arconic common stock should vote or act in respect of the Merger. Evercore did not express any opinion as to the prices at which shares of Arconic common stock will trade at any time, as to the potential effects of volatility in the credit, financial and stock markets on Arconic or the Merger or as to the impact of the Merger on the solvency or viability of Arconic or the ability of Arconic to pay its obligations when they come due. Evercore is not a legal, regulatory, accounting or tax expert and assumed the accuracy and completeness of assessments by Arconic and its advisors with respect to legal, regulatory, accounting and tax matters.

Set forth below is a summary of the material financial analyses reviewed by Evercore with the Board of Directors on May 3, 2023 in connection with rendering its opinion. The following summary, however, does not purport to be a complete description of the analyses performed by Evercore. The order of the analyses described and the results of these analyses do not represent relative importance or weight given to these analyses by Evercore. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data that existed on or before May 2, 2023 (the last full trading date prior to the rendering of Evercore’s opinion), and is not necessarily indicative of current market conditions.

For purposes of its analyses and reviews, Evercore considered general business, economic, market and financial conditions, industry sector performance and other matters, as they existed and could be evaluated as of the date of its opinion, many of which are beyond the control of Arconic. The estimates contained in Evercore’s analyses and reviews, and the ranges of valuations resulting from any particular analysis or review, are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by Evercore’s analyses and reviews. In addition, analyses and reviews relating to the value of companies, businesses or securities do not purport to be appraisals or to reflect the prices at which companies, businesses or securities actually may be sold. Accordingly, the estimates used in, and the results derived from, Evercore’s analyses and reviews are inherently subject to substantial uncertainty.

The following summary of Evercore’s financial analyses includes information presented in tabular format. In order to fully understand the analyses, the tables should be read together with the full text of each summary. The tables are not intended to stand alone and alone do not constitute a complete description of Evercore’s financial analyses. Considering the tables below without considering the full narrative description of Evercore’s financial analyses, including the methodologies and assumptions underlying such analyses, could create a misleading or incomplete view of such analyses.

Evercore performed an illustrative discounted cash flow analysis of Arconic to calculate the estimated present value of the standalone Unlevered Free Cash Flow (without giving effect to any reduction in tax payments due to NOL) that Arconic was forecasted to generate during the second through fourth quarters of Arconic’s fiscal year 2023 and during Arconic’s fiscal years 2024 through 2027 based on the Projections. Evercore calculated an implied enterprise value by discounting back to present value as of March 31, 2023 each of the cash flows and terminal values calculated separately under the exit multiple method and the perpetuity growth rate method. For each analysis, Evercore (a) utilized discount rates ranging from 9.5% to 11.0%, which were based on an estimate of Arconic’s weighted average cost of capital, and the mid-year cash flow discounting

convention; (b) in calculating implied enterprise values, included the present value of tax savings from Arconic’s estimated usage of NOL based on the Projections; and (c) utilized the respective range of implied enterprise values, Arconic’s estimated net debt (calculated as total debt less cash and cash equivalents) as of March 31, 2023, and Arconic’s estimated U.S. pension and other post-employment benefits, underfunded liabilities tax-effected at 31.1%, as of March 31, 2023, and the number of fully diluted shares of Arconic common stock using the treasury stock method, in each case as provided by Arconic’s management, to calculate the indicated range of implied equity values per share of Arconic common stock.

Utilizing the exit multiple method, Evercore calculated terminal values for Arconic by applying terminal multiples of 6.0x to 7.0x, which range was selected based on Evercore’s professional judgment and experience, to Arconic’s net margin, plus add-backs for depreciation and amortization, stock-based compensation, metal price lag and certain other special items, which Evercore refers to as “Adjusted EBITDA” per Arconic’s definition, in the terminal period based on the Projections. The illustrative discounted cash flow analysis utilizing the foregoing approach indicated a range of implied equity values per share of Arconic common stock of $28 to $37 (rounded to the nearest dollar), compared to the Merger Consideration of $30.00 per share of Arconic common stock.

Utilizing the perpetuity growth rate method, Evercore calculated terminal values for Arconic by applying perpetuity growth rates of 1.00% to 2.00%, which range was selected based on Evercore’s professional judgment and experience, to a terminal period estimate of the Unlevered Free Cash Flow that Arconic was forecasted to generate based on the Projections. The illustrative discounted cash flow analysis utilizing the foregoing approach indicated a range of implied equity values per share of Arconic common stock of $20 to $33 (rounded to the nearest dollar), compared to the Merger Consideration of $30.00 per share of Arconic common stock.

Evercore reviewed and compared certain financial information of Arconic to corresponding financial multiples and ratios for the following selected publicly traded companies in the aluminum rolled products industry (which we refer to as the “selected companies”):

For each of the selected companies, Evercore calculated adjusted enterprise value (defined as equity market capitalization plus total debt, plus preferred equity and minority interest, plus tax-effected net pension and other post-employment benefits liabilities, less equity method investments and less cash and cash equivalents) as a multiple of publicly available equity research analyst consensus estimates of Adjusted EBITDA for calendar years 2023 and 2024 (which consensus estimates calculated Adjusted EBITDA in a manner that Evercore considered, in its professional judgment and experience, to be comparable to a calculation using Arconic’s definition of Adjusted EBITDA), in each case as of May 2, 2023.

This analysis indicated the following:

Based on the multiples it derived for the selected companies and based on its professional judgment and experience, Evercore applied an adjusted enterprise value / Adjusted EBITDA multiple reference range of (a) 6.0x to 8.0x to Arconic’s estimated Adjusted EBITDA in fiscal year 2023 based on the Projections and (b) 5.5x to 7.0x to Arconic’s estimated Adjusted EBITDA in fiscal year 2024 based on the Projections. Based on these ranges of implied adjusted enterprise value, Arconic’s estimated net debt (calculated as total debt less cash and cash equivalents) as of March 31, 2023, Arconic’s estimated U.S. pension and other post-employment benefits underfunded liabilities tax-effected at 31.1% as of March 31, 2023, and the number of fully diluted shares of Arconic common stock using the treasury stock method, in each case as provided by Arconic’s management, this analysis indicated a range of implied equity values per share of Arconic common stock as shown below, compared to the Merger Consideration of $30.00 per share of Arconic common stock.

Although none of the selected companies is directly comparable to Arconic, Evercore selected these companies because they are publicly traded companies which operate in the aluminum rolled products sector that Evercore, in its professional judgment and experience, considered generally relevant to Arconic for purposes of its financial analyses. In evaluating the selected companies, Evercore made judgments and assumptions with regard to general business, economic and market conditions affecting the selected companies and other matters, as well as differences in the selected companies’ financial, business and operating characteristics. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments regarding many factors that could affect the relative values of the selected companies and the multiples derived from the selected companies. Mathematical analysis, such as determining the mean or median, is not in itself a meaningful method of using the data of the selected companies.

Evercore also noted certain other factors, which were not considered material to its financial analyses with respect to its opinion, but were referenced for informational purposes only, including, among other things, the following:

Evercore reviewed historical trading prices of shares of Arconic common stock during the twelve-month period ended May 2, 2023, noting that the low and high closing prices during such period ranged from $17 to $31 (rounded to the nearest dollar) per share of Arconic common stock, respectively.

Evercore reviewed selected public market trading price targets for the shares of Arconic common stock prepared and published by equity research analysts that were publicly available as of February 27, 2023, the last full trading day before the Wall Street Journal reported that Apollo had submitted a bid to acquire Arconic and that Arconic’s advisors had reached out to other potential acquirors. These price targets reflect analysts’ estimates of the future public market trading price of the shares of Arconic common stock at the time the price target was published. As of February 27, 2023, the range of selected equity research analyst price targets per share of Arconic common stock was $21.00 to $26.00. Public market trading price targets published by equity research analysts do not necessarily reflect current market trading prices for the shares of Arconic common stock and these target prices and the analysts’ earnings estimates on which they were based are subject to risk and uncertainties, including factors affecting the financial performance of Arconic and future general industry and market conditions.

Evercore performed an illustrative analysis of the implied present value of the future price per share of Arconic common stock, which is designed to provide an indication of the present value of a theoretical future value of a company’s equity value as a function of Arconic’s estimated Adjusted EBITDA for the next twelve

months based on the Projections (which we refer to as the “Next Year Adjusted EBITDA”) and its assumed adjusted enterprise value to Next Year Adjusted EBITDA (which we refer to as “Adjusted Enterprise Value / Next Year Adjusted EBITDA”) multiple.

In calculating the implied present value of the future price per share of Arconic common stock, Evercore first calculated a range of implied future adjusted enterprise values as of December 31, 2023 by multiplying Arconic’s estimated Adjusted EBITDA in fiscal year 2024 based on the Projections, and separately, a range of future implied adjusted enterprise values as of December 31, 2024, by multiplying Arconic’s estimated Adjusted EBITDA in fiscal year 2025 based on the Projections, by a range of Adjusted Enterprise Value / Next Year Adjusted EBITDA multiples of 6.0x to 8.0x. Evercore then subtracted net debt, U.S. pension and other post-employment benefits underfunded liabilities tax-effected at 31.1%, as of December 31, 2023 and December 31, 2024, respectively, each as provided by Arconic’s management, from the range of implied future adjusted enterprise values to calculate a range of implied future equity values. The range of implied equity values were then divided by the amount of the fully diluted shares of Arconic common stock outstanding, using the treasury stock method, as provided by Arconic’s management to calculate a range of implied future equity values per share. Evercore then discounted the range of implied future equity values per share back to March 31, 2023 at a discount rate range of 12.0% to 15.0%, which was based on an estimate of Arconic’s cost of equity and end-of-year discounting. This analysis indicated a range of implied equity values per share of Arconic common stock of $25 to $39 (rounded to the nearest dollar), compared to the Merger Consideration of $30.00 per share of Arconic common stock.

Evercore reviewed publicly available information related to selected precedent transactions in the aluminum rolled products industry announced since 2012. Based on the multiples it derived from the selected transactions and based on its professional judgment and experience, Evercore selected a reference range of adjusted enterprise values to illustrative last twelve month Adjusted EBITDA (which we refer to as “LTM Adjusted EBITDA”) multiples of 7.0x to 10.0x and applied this range of multiples to Arconic’s LTM Adjusted EBITDA as of March 31, 2023, excluding the LTM Adjusted EBITDA contribution of Arconic’s divested Russian assets, based on the financial results for Arconic provided by Arconic’s management. Based on this range of implied adjusted enterprise values, Arconic’s estimated net debt (calculated as total debt less cash and cash equivalents) as of March 31, 2023, and Arconic’s estimated U.S. pension and other post-employment benefits underfunded liabilities tax-effected at 31.1% as of March 31, 2023 and the number of fully diluted shares of Arconic common stock using the treasury stock method, in each case as provided by Arconic’s management, this analysis indicated a range of implied equity values per share of Arconic common stock of $21 to $39 (rounded to the nearest dollar), compared to the Merger Consideration of $30.00 per share of Arconic common stock.

Using publicly available information, Evercore reviewed 501 transactions and announced bids for control of U.S. public targets with an aggregate transaction value between $1.0 billion and $10.0 billion announced through May 2, 2023. Using publicly available information, Evercore calculated the premia paid as the percentage by which the per share consideration paid or proposed to be paid in each such transaction exceeded the closing market price per share of the target company one day prior to announcement of each transaction.

This analysis indicated the following:

Based on the results of this analysis and its professional judgment and experience, Evercore applied a premium range of 14.0% to 48.0% (rounded to the nearest percent) to the closing price per share of Arconic common stock of $22.13 as of February 27, 2023, the last full trading day before the Wall Street Journal reported that Apollo had submitted a bid to acquire Arconic and that Arconic’s advisors had reached out to other potential acquirors. This analysis indicated a range of implied equity values per share of Arconic common stock of $25 to $33 (rounded to the nearest dollar), compared to the Merger Consideration of $30.00 per share of Arconic common stock.

Evercore made certain assumptions for an acquisition of Arconic via a leveraged buyout (which we refer to as an “LBO”), based on its experience and professional judgment, including assuming (a) a 20.0 to 25.0% required rate of return for the LBO acquirer, (b) a holding period of 4.75 years, (c) an exit multiple of 7.0 to 8.0x of Arconic’s estimated Adjusted EBITDA in fiscal year 2027 based on the Projections and (d) assumed gross leverage equal to 3.7x 2023E Adjusted EBITDA, to derive a range of implied equity values per share of Arconic common stock. This analysis indicated an implied equity value range of $22 to $30 per share of Arconic common stock (rounded to the nearest dollar), compared to the Merger Consideration of $30.00 per share of Arconic common stock.

The foregoing summary of Evercore’s financial analyses does not purport to be a complete description of the analyses or data presented by Evercore to the Board of Directors. In connection with the review of the Merger by the Board of Directors, Evercore performed a variety of financial and comparative analyses for purposes of rendering its opinion. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary described above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Evercore’s opinion. In arriving at its fairness determination, Evercore considered the results of all the analyses and did not draw, in isolation, conclusions from or with regard to any one analysis or factor considered by it for purposes of its opinion. Rather, Evercore made its determination as to fairness on the basis of its professional judgment and experience after considering the results of all the analyses. In addition, Evercore may have given various analyses and factors more or less weight than other analyses and factors, and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular analysis or combination of analyses described above should not be taken to be the view of Evercore with respect to the actual value of the shares of Arconic common stock. Rounding may result in total sums set forth in this section not equaling the total of the figures shown.

Evercore prepared these analyses for the purpose of providing an opinion to the Board of Directors as to the fairness, from a financial point of view, of the Merger Consideration to the holders of shares of Arconic common stock (other than Parent, Merger Sub and the Equity Investors). These analyses do not purport to be appraisals or to necessarily reflect the prices at which the business or securities actually may be sold. Any estimates contained in these analyses are not necessarily indicative of actual future results, which may be significantly more or less favorable than those suggested by such estimates. Accordingly, estimates used in, and the results derived from, Evercore’s analyses are inherently subject to substantial uncertainty, and Evercore assumes no responsibility if future results are materially different from those forecasted in such estimates.

Evercore’s financial advisory services and its opinion were provided for the information and benefit of the Board of Directors (in its capacity as such) in connection with its evaluation of the proposed Merger. The issuance of Evercore’s opinion was approved by an Opinion Committee of Evercore.

Evercore did not recommend any specific amount of consideration to the Board of Directors or Arconic’s management or that any specific amount of consideration constituted the only appropriate consideration in the Merger for the holders of Arconic common stock.

Pursuant to the terms of Evercore’s engagement letter with Arconic, Arconic has agreed to pay Evercore a fee for its services in the amount of approximately $20.6 million, of which $2.5 million was paid upon delivery of Evercore’s opinion, and the balance of which will be payable contingent upon the consummation of the Merger. Arconic has also agreed to reimburse Evercore for its reasonable and documented out-of-pocket expenses, including reasonable and documented outside counsel legal fees, expenses and disbursements, incurred in connection with its engagement, and to indemnify Evercore against certain liabilities arising out of its engagement.

During the two-year period prior to the date of its opinion, Evercore and its affiliates have provided financial advisory services to Arconic and will receive fees for the rendering of these services in the amount of approximately $500,000, which will be credited against the fee payable to Evercore upon consummation of the Merger. During the two-year period prior to the date of its opinion, Evercore and its affiliates have provided financial advisory services to Apollo, an affiliate of Parent, and its subsidiaries and portfolio companies, and received fees for the rendering of these services in the amount of approximately $117 million. In addition, during the two-year period prior to the date of its opinion, Evercore and its affiliates have not been engaged to provide financial advisory or other services to Irenic or

its subsidiaries or portfolio companies, and it has not received any compensation from Irenic during such period. Evercore may provide financial advisory or other services to Arconic, Parent, Apollo and Irenic in the future, and in connection with any such services Evercore may receive compensation.

Evercore and its affiliates engage in a wide range of activities for its and their own accounts and the accounts of customers, including corporate finance, mergers and acquisitions, equity sales, trading and research, private equity, placement agent, asset management and related activities. In connection with these businesses or otherwise, Evercore and its affiliates and/or its or their respective employees, as well as investment funds in which any of them may have a financial interest, may at any time, directly or indirectly, hold long or short positions and may trade or otherwise effect transactions for their own accounts or the accounts of customers, in debt or equity securities, senior loans and/or derivative products or other financial instruments of or relating to Arconic, Parent, Apollo, Irenic, potential parties to the Merger and/or any of their respective affiliates or persons that are competitors, customers or suppliers of Arconic, Parent, Apollo or Irenic.

Arconic engaged Evercore to act as a financial advisor based on Evercore’s qualifications, experience and reputation. Evercore is an internationally recognized investment banking firm and regularly provides fairness opinions to its clients in connection with mergers and acquisitions, leveraged buyouts and valuations for corporate and other purposes.

While Arconic has from time to time provided limited financial guidance to investors, Arconic does not, as a matter of course, make public projections as to future revenues, earnings or other results due to, among other reasons, the inherent difficulty of accurately predicting financial performance for future periods and the uncertainty, unpredictability and subjectivity of underlying assumptions and estimates. In the ordinary course of business, however, Arconic management prepares a long-term strategic plan that reflects Arconic management’s financial and business outlook for Arconic, which is updated annually and reviewed with the Board of Directors.

In connection with the proposed Merger, Arconic is including in this proxy statement a summary of certain limited unaudited prospective financial information of Arconic prepared by Arconic management, on a standalone basis without giving effect to the Merger, solely because certain financial information was reviewed by the Board of Directors in connection with its consideration and evaluation of the Merger and provided to each of Goldman Sachs and Evercore for their use in connection with the financial analyses presented by Goldman Sachs to the Board of Directors and Goldman Sachs’ opinion as discussed in the section of this proxy statement titled “—Opinion of Goldman Sachs & Co. LLC,” and the financial analyses presented by Evercore to the Board of Directors and Evercore’s opinion as discussed in the section of this proxy statement titled “—Opinion of Evercore Group L.L.C.,” and provided to Parent and Merger Sub.

In late 2021, as part of Arconic’s annual business review, Arconic management prepared certain unaudited prospective financial information for Arconic for fiscal years 2022 through 2026. This prospective financial information was reviewed by the Board of Directors at its annual review meeting in October 2021 in the ordinary course of business. In connection with the Board of Directors’ evaluation of the April 2022 Apollo Proposal and Goldman Sachs’ preliminary financial analysis thereof, the prospective financial information was reviewed and updated by Arconic management to reflect Arconic’s actual performance and business outlook since October 2021 (which, as updated, we refer to as the “April 2022 Projections”).

In late 2022, as part of Arconic’s annual business review, Arconic management prepared certain unaudited prospective financial information for Arconic for fiscal years 2023 through 2027. This prospective financial information was reviewed by the Board of Directors at its annual review meeting in October 2022 in the ordinary course of business. In connection with the Board of Directors’ evaluation of the December 12 Apollo Proposal and Goldman Sachs’ and Evercore’s preliminary financial analyses thereof, the prospective financial information was reviewed and updated by Arconic management to reflect Arconic’s actual performance and business outlook since October 2022 (which, as updated, we refer to as the “Scenario A Projections”). As a part of its review, the Board of Directors also discussed and reviewed two additional prospective financial scenarios reflecting potential sensitivities and risks to Adjusted EBITDA and Unlevered Free Cash Flow (each as defined below) for fiscal years 2023 through 2027, including as a result of the announcement of three potential new greenfield aluminum rolling mills by competitors, of which two had broken ground and were under construction, which would result in an increase in the supply of competing products and increased demand and costs for input materials, the potential for the European recession to worsen and last longer as well as create economic weakness

in other regions, Arconic's ability to offset future inflation with productivity and the potential limits to Arconic’s financial returns due to increased costs and potential delays in growth capital projects due to macroeconomic conditions (which we refer to as the “Scenario B Projections”) and including as a result of the review and potential sunsetting of certain aluminum trade cases (which we refer to as the “Scenario C Projections”). Following the Board of Directors’ review, the Scenario A Projections (other than Unlevered Free Cash Flow, and with certain immaterial corrections to Revenue figures) were made available to Parent and Merger Sub at Parent’s request in connection with their due diligence review, as described in the section of this proxy statement titled “—Background of the Merger.” Monthly updates to the 2023 fiscal year portion of the Scenario A Projections were also provided to Parent and Merger Sub at Parent’s request in connection with their due diligence review between January and March 2023. Arconic management also had discussions with representatives of Parent and Merger Sub at Parent’s request regarding the potential sensitivities and risks that had been identified in the Scenario B Projections and the Scenario C Projections and discussed between Arconic management and the Board of Directors.

In April 2023, in connection with the Board of Directors’ evaluation of the April 11 Apollo Proposal, the Board of Directors directed Goldman Sachs and Evercore to use the Scenario B Projections, reflecting the potential negative impacts resulting from certain sensitivities and risks previously identified and discussed, with updates from Arconic management to reflect Arconic’s actual performance to date (which, as updated, we refer to as the “April 2023 Projections” and, together with the April 2022 Projections, the Scenario A Projections, the Scenario B Projections and the Scenario C Projections, we refer to as the “Projections”), in connection with the assessment of a possible sale of Arconic, including in preparing their respective financial analyses and fairness opinions rendered in connection with the Merger.

The Projections were prepared treating Arconic on a standalone basis, without giving effect to the Merger, including any impact of the negotiation or execution of the Merger, the expenses that may be incurred in connection with the Merger or the consummation thereof, the effect of any business or strategic decision or action that has been or will be taken as a result of the Merger Agreement having been executed or in anticipation of the Merger, or the effect of any alteration, acceleration, postponement or decision not to take any business or strategic decisions or actions that would likely have been taken if the Merger Agreement had not been executed but which were instead altered, accelerated, postponed or not taken in anticipation of the Merger.

The inclusion of the Projections or of this summary does not constitute an admission or representation by Arconic, Goldman Sachs, Evercore or any other person that the information is material, and should not be regarded as an indication that the Board of Directors, Goldman Sachs, Evercore, Arconic or its management, or any other recipient of this information considered, or now considers, it to be an assurance of the achievement of future results or an accurate prediction of future results, and the Projections should not be relied on as such. This information is not fact and should not be relied upon as indicative of actual future results, and readers of this proxy statement are cautioned not to place undue reliance on the Projections.

The Projections and the underlying assumptions upon which the Projections were based are subjective in many respects and subject to multiple interpretations and frequent revisions attributable to the dynamics of Arconic’s industry and based on actual experience and business developments. The Projections, while presented with numerical specificity, reflect numerous assumptions with respect to Arconic’s performance, industry performance, general business, economic, regulatory, market and financial conditions, and other matters, many of which are difficult to predict, subject to significant economic and competitive uncertainties, and beyond Arconic’s control. The Projections constitute forward-looking information and are subject to a wide variety of significant risks and uncertainties that could cause the Projections or the underlying assumptions to be inaccurate and for actual results to differ materially from the Projections, including those described in the section of this proxy statement titled “Forward-Looking Statements.” As a result, there can be no assurance that the Projections will be realized or that actual results will not be significantly higher or lower than projected, and the Projections cannot be considered a guarantee of future operating results and should not be relied upon as such. Because the Projections cover multiple years, such information by its nature becomes less reliable with each successive year. The Projections do not take into account any circumstances or events occurring after the date on which they were prepared, including the Merger, and some or all of the assumptions that have been made in connection with the preparation of the Projections may have changed since the date the Projections were prepared. Economic and business environments can and do change quickly, which adds an additional significant level of uncertainty as to whether the results portrayed in the Projections will be achieved.

In addition, the Projections have not been updated or revised to reflect information or results after the date the Projections were prepared. None of Arconic, Apollo, Irenic or any of our or their respective affiliates intends to, and each of them disclaims any obligation to, update or otherwise revise the Projections or the specific portions presented to reflect circumstances existing after the date when made or to reflect the occurrence of future events, even in the event that any or all of the assumptions are shown to be in error (except, in the case of Arconic, as required under applicable law). These considerations should be taken into account in reviewing the Projections, which were prepared as of an earlier date.

For the foregoing reasons, and considering that the Special Meeting will be held several months after the Projections were prepared, as well as the uncertainties inherent in any forecasting assumptions and information, readers of this proxy statement are cautioned not to place unwarranted reliance on the Projections set forth below. The Projections should be evaluated, if at all, in conjunction with the historical financial statements and other information contained in Arconic’s public filings with the SEC. Arconic urges all of its stockholders to review its most recent SEC filings for a description of its reported financial results. Please see the section of this proxy statement titled “Where You Can Find More Information” for additional information.

The Projections were not prepared with a view toward compliance with published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation or presentation of prospective financial information. The Projections included in this document have been prepared by, and are the responsibility of, Arconic management. PricewaterhouseCoopers LLP (which we refer to as “PwC”) has not audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the accompanying Projections and, accordingly, PwC does not express an opinion or any other form of assurance with respect thereto. The PwC report incorporated by reference in this document relates to Arconic’s previously issued financial statements. It does not extend to the Projections and should not be read to do so.

The Projections contain certain non-GAAP financial measures that Arconic believes are helpful in understanding its past financial performance and future results. Arconic management regularly uses a variety of financial measures that are not in accordance with GAAP for forecasting, budgeting and measuring financial performance. The non-GAAP financial measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures. While Arconic believes that these non-GAAP financial measures provide meaningful information to help investors understand the operating results and to analyze Arconic’s financial and business trends on a period-to-period basis, there are limitations associated with the use of these non-GAAP financial measures. These non-GAAP financial measures are not prepared in accordance with GAAP, are not reported by all of Arconic’s competitors and may not be directly comparable to similarly titled measures of Arconic’s competitors due to potential differences in the exact method of calculation. The SEC rules that would otherwise require a reconciliation of an adjusted financial measure to a GAAP financial measure do not apply to adjusted financial measures provided to a board of directors or a financial advisor in connection with a proposed business combination such as the Merger if the disclosure is included in a document such as this proxy statement. In addition, reconciliations of adjusted financial measures were not relied upon by the Board of Directors or the members of management or financial advisors in connection with their respective evaluation of the Merger. Accordingly, Arconic has not provided a reconciliation of the non-GAAP financial measures included in the Projections to the relevant GAAP financial measures.

Arconic has not made and makes no representation to any Arconic stockholder or to Apollo, Irenic, Parent, Merger Sub or the Equity Investors in the Merger Agreement or otherwise concerning the Projections or regarding Arconic’s ultimate performance compared to the information contained in the Projections or that the projected results will be achieved.

Arconic management prepared the April 2022 Projections with respect to Arconic’s business, as a standalone company, for fiscal year 2022 through fiscal year 2026.

The following table summarizes the Revenue, Adjusted EBITDA and Unlevered Free Cash Flow reflected in the April 2022 Projections, with dollars in millions:

Arconic management prepared the Scenario A Projections in January 2023 with respect to Arconic’s business, as a standalone company, for fiscal year 2023 through fiscal year 2027.

The following table summarizes the Revenue, Adjusted EBITDA and Unlevered Free Cash Flow reflected in the Scenario A Projections, with dollars in millions:

Arconic management prepared the Scenario B Projections in January 2023 with respect to Arconic’s business, as a standalone company, for fiscal year 2023 through fiscal year 2027.

The following table summarizes the Adjusted EBITDA and Unlevered Free Cash Flow reflected in the Scenario B Projections, with dollars in millions:

Arconic management prepared the Scenario C Projections in January 2023 with respect to Arconic’s business, as a standalone company, for fiscal year 2023 through fiscal year 2027.

The following table summarizes the Adjusted EBITDA and Unlevered Free Cash Flow reflected in the Scenario C Projections, with dollars in millions:

Arconic management prepared the April 2023 Projections with respect to Arconic’s business, as a standalone company, for fiscal year 2023 through fiscal year 2027.

The following table summarizes the Revenue, Adjusted EBITDA and Unlevered Free Cash Flow reflected in the April 2023 Projections, with dollars in millions:

In considering the recommendation of the Board of Directors with respect to the Merger Proposal and the Compensation Proposal, Arconic shareholders should be aware that the directors and executive officers of Arconic have interests in the Merger that are different from, or in addition to, the interests of Arconic shareholders generally. The members of the Board of Directors were aware of and considered these interests, among other matters, in evaluating, negotiating and approving the Merger Agreement and in determining to recommend that Arconic shareholders approve the Merger Agreement Proposal. For more information, see the sections of this proxy statement titled “—Background of the Merger” and “—Recommendation of the Board of Directors and Reasons for the Merger.” Such interests are described in more detail below.

Arconic’s named executive officers included in the summary below are:

In addition, Arconic’s executive officers who are not named executive officers are:

Arconic RSU Awards and Arconic PSU Awards. At the Effective Time, each Arconic RSU Award granted prior to May 4, 2023 or to a non-employee member of the Board of Directors (at any time) and each Arconic PSU Award that is outstanding as of immediately prior to the Effective Time will, by virtue of the Merger and without any action on the part of the holder thereof, vest in full and be cancelled and converted into the right to receive, without interest, a cash payment equal to (a) the number of shares subject to such Arconic RSU Award or Arconic PSU Award as of immediately prior to the Effective Time multiplied by (b) the Merger Consideration, less any applicable taxes required to be withheld with respect to such payment. The number of shares of Arconic common stock subject to each Arconic PSU Award will be determined by deeming the applicable performance goals to be achieved at the target level of performance, provided that with respect to any Arconic PSU Award for which 50% or more of the applicable performance period has been completed as of the Effective Time, the number of shares will be determined based on the actual level of performance (as reasonably determined in good faith by the Board of Directors (or the authorized committee thereof) following reasonable consultation with Parent). Arconic RSU Awards granted on or after May 4, 2023 (other than any such awards granted to non-employee members of the Board of Directors) will be cancelled and converted into a cash award equal to (i) the number of shares subject to such Arconic RSU Award as of immediately prior to the Effective Time multiplied by (ii) the Merger Consideration, with such cash awards being subject to the same terms and conditions that applied to the Arconic RSU Award immediately prior to the Effective Time (including service-based vesting conditions).

Arconic DSU Awards. At the Effective Time, each Arconic DSU Award will, by virtue of the Merger and without any action on the part of the holder thereof, vest in full and be cancelled and converted into the right to receive, without interest, a cash payment equal to (a) the number of shares subject to such Arconic DSU Award as of immediately prior to the Effective Time multiplied by (b) the Merger Consideration, less any applicable taxes required to be withheld with respect to such payment.

Arconic Option Awards. At the Effective Time, each Arconic Option Award will, by virtue of the Merger and without any action on the part of the holder thereof, be cancelled and converted into the right to receive, without interest, a cash payment equal to (a) the number of shares subject to such Arconic Option Award as of immediately prior to the Effective Time multiplied by (b) the excess, if any, of the Merger Consideration over the exercise price per share subject to such Arconic Option Award as of the Effective Time, less any applicable taxes required to be withheld with respect to such payment. Any Arconic Option Award that has an exercise price per share subject to such Arconic Option Award that is greater than or equal to the Merger Consideration will be cancelled at the Effective Time for no consideration. The Merger Agreement also provides for the acceleration of any unvested Arconic Option Awards; however, none of Arconic’s executive officers or non-employee members of the Board of Directors holds any unvested Arconic Option Awards for which vesting would be accelerated at the Effective Time.

The estimated values that would be realized by Arconic’s named executive officers in respect of their unvested Arconic equity awards are set forth below in the section of this proxy statement titled “—Quantification of Potential Payments and Benefits to Arconic's Named Executive Officers in Connection with the Merger.” Based on the same assumptions set forth in such section (including the applicable footnotes to the table included in such section), (a) the estimated aggregate value that would be realized by the two Arconic

executive officers who are not named executive officers in respect of their unvested Arconic equity awards at the Effective Time is $3,863,760, and (b) the estimated aggregate value that would be realized by the ten non-employee members of the Board of Directors in respect of their unvested Arconic equity awards at the Effective Time is $1,558,200.

Each of Arconic’s executive officers is a participant in Arconic’s Amended and Restated Change in Control Severance Plan (which we refer to as the “Severance Plan”) that provides for certain severance benefits upon a termination of employment by Arconic other than for “cause” or by the executive officer for “good reason” (each of which we refer to as a “qualifying termination”) that occurs within two years following a change in control, or if the executive officer’s employment is terminated prior to a change in control at the request or direction of an entity that entered into an agreement with Arconic, the consummation of which would constitute a change in control. The Merger will constitute a change in control under the Severance Plan.

The Severance Plan provides for the following entitlements upon a qualifying termination within two years following a change in control:

The Severance Plan also contains provisions relating to early retirement subsidies and additional months of age and service credit under Arconic’s defined benefit pension plans and the provision of post-retirement healthcare benefits following a qualifying termination; however, because all Arconic executive officers participating in the defined benefit pension plans already qualify for all applicable early retirement subsidies and Arconic no longer offers post-retirement healthcare benefits to salaried employees, none of the executive officers would be eligible for any additional amounts related to an early retirement subsidy, the additional months of age and service credit or post-retirement healthcare benefits.

In the event of a dispute regarding the Severance Plan or in a participant’s seeking to obtain or enforce any benefit or right under the Severance Plan, Arconic will pay to the executive officer all legal fees and expenses incurred (subject to repayment by the executive officer if an arbitrator issues a final, unappealable order setting forth a determination that the position taken by the executive officer was frivolous or advanced in bad faith).

The Severance Plan also provides that if payments to an executive officer under the Severance Plan or otherwise would be subject to Sections 280G and 4999 of the Code (as defined in the section of this proxy statement titled “—Material U.S. Federal Income Tax Consequences of the Merger”), such payments would be reduced to the extent such reduction will result in a better after-tax result for the executive officer. Arconic will pay to the executive officer all legal fees and expenses incurred in connection with any tax audit or proceeding to the extent attributable to the application of Section 4999 of the Code. Under the Merger Agreement, if the Effective Time is not reasonably expected to occur in 2023, following consultation with Parent, Arconic may take actions to mitigate the impact of Sections 280G and 4999 of the Code, including accelerating the vesting or payment of compensation that is scheduled to vest or be paid in 2024 into 2023 or of compensation that would vest or become payable at the Effective Time. However, in no event shall the mitigation strategies include

gross-ups or similar make-whole payments. Any amounts accelerated will be subject to repayment in the event the executive officer is terminated for cause or resigns without good reason prior to the date the accelerated payment would have vested or been made (including as a result of the occurrence of the Effective Time).

For an estimate of the value of the payments and benefits described above that would be payable to Arconic’s named executive officers under the Severance Plan upon a qualifying termination in connection with the Merger, see the section of this proxy statement titled “—Quantification of Potential Payments and Benefits to Arconic's Named Executive Officers in Connection with the Merger.'' Based on the same assumptions set forth in such section (including the applicable footnotes to the table included in such section), the estimated aggregate amount of the payments and benefits under the Severance Plan (including all components described above, other than any legal fees that may become payable) that would be payable to the two Arconic executive officers who are not named executive officers is $4,138,878.

Arconic and Parent have agreed that the Surviving Company will pay to each Arconic employee, including each of Arconic’s executive officers, who participated for at least six months in any annual cash bonus plans with respect to Arconic’s fiscal year (or such shorter performance period) during which the Effective Time occurs (which we refer to as the “Bonus Plans”), a prorated incentive award for such fiscal year (which we refer to as the “Bonus Period”) equal to such employee’s incentive entitlement assuming target level performance is achieved; provided that if 50% or more of the Bonus Period has been completed as of the Effective Time, such award under the Bonus Plans will equal such employee’s incentive entitlement for the Bonus Period based on the actual level of achievement of the applicable performance goals during the Bonus Period (with such determination of performance to exclude any costs relating to the Merger, as applicable), as reasonably determined in good faith by the Board of Directors (or an authorized committee thereof) following reasonable consultation with Parent. Payment with respect to such Bonus Plans, including any prorated amounts, will be made following the Effective Time at the time Arconic has historically paid bonuses to similarly situated employees. Any executive officer who remains employed with the Surviving Company following the Effective Time will be eligible for an award under the Bonus Plans as set forth above; however, for purposes of this disclosure, we have assumed that each executive officer will receive a prorated target annual cash compensation award under the Severance Plan as described above in the section of this proxy statement titled “—Amended and Restated Change in Control Severance Plan.”

Any executive officers or members of the Board of Directors who become officers, directors or employees or who otherwise are retained to provide services to the Surviving Company may enter into new individualized compensation arrangements and may participate in cash or equity incentive or other benefit plans maintained by Parent, any of its affiliates or the Surviving Company. As of the date of this proxy statement, it has not been determined which, if any, executive officers or non-employee members of the Board of Directors may continue as members of the Surviving Company management team or board of directors, and no compensation arrangements between such persons and Parent or the Surviving Corporation have been established or discussed.

Under the Merger Agreement, Arconic’s directors and officers are entitled to certain ongoing indemnification and, for not less than six years after the Effective Time, the Surviving Company will, and Parent will cause the Surviving Company to, maintain for the benefit of the directors and officers of Arconic and its subsidiaries, as of May 4, 2023 and as of the Effective Time, an insurance and indemnification policy. This indemnification and insurance coverage is further described in the section of this proxy statement titled “The Merger Agreement—Indemnification and Insurance.”

This section sets forth the information required by Item 402(t) of Regulation S-K regarding the compensation for each of Arconic’s named executive officers that is based on or that otherwise relates to the Merger. The Merger-related compensation payable to these individuals is subject to a non-binding advisory vote

of Arconic’s shareholders, as described below in “Proposal 2: The Compensation Proposal.” The table below sets forth, for the purposes of this Merger-related compensation disclosure, the amount of payments and benefits that each Arconic named executive officer would receive, using the following assumptions:

The calculations in the table do not include amounts that Arconic’s named executive officers were already vested in as of the date of this proxy statement. These amounts also do not reflect compensation actions that may occur after the date of this proxy statement but before the Effective Time, including any additional equity grants.

As a result of the foregoing assumptions, which may or may not actually occur or be accurate on the relevant date, including the assumptions described in the footnotes to the table, the actual amounts, if any, to be received by a named executive officer may materially differ from the amounts set forth below.

For purposes of this disclosure, “single trigger” refers to payments and benefits that arise solely as a result of the completion of the Merger and “double trigger” refers to payments and benefits that require two conditions, which are the completion of the Merger and a qualifying termination of employment.

The consummation of the Merger is not conditioned on Parent’s receipt of any financing. Parent plans to fund the Merger Consideration with committed Equity Financing and Debt Financing, as described below.

The Apollo Funds and the Irenic Fund have committed to severally contribute, or cause to be contributed, to Parent the Equity Financing, subject to the terms and conditions set forth in the Equity Commitment Letters, which will be used by Parent, together with the Debt Financing described below, and available cash of Arconic and its subsidiaries at the Closing (if any), solely to fund the Obligations.

In addition, Parent has obtained Debt Commitment Letters providing for the Debt Financing. The availability of the Debt Financing is subject to customary conditions precedent.

Subject to the terms and conditions set forth in the Limited Guarantees provided by the Guarantors, the Guarantors have severally guaranteed certain payment obligations of Parent under the Merger Agreement, for payment of (a) the Parent Termination Fee (to the extent payable under the Merger Agreement), (b) certain costs and expenses of Arconic or any of its subsidiaries and their respective representatives in connection with the Debt Financing and actions to be taken to effect the Closing pursuant to the terms of the Merger Agreement, (c) certain damages payable by Parent or Merger Sub in respect of fraud or willful breach of covenants or agreements in the Merger Agreement under and in accordance with the terms of the Merger Agreement and (d) costs and expenses of Arconic in connection with the successful enforcement by Arconic of certain of Parent’s and Merger Sub’s obligations under the Merger Agreement.

The Closing will take place remotely at 10:00 a.m., Eastern Time on the fifth business day following the day on which the last of the conditions to the Closing, which are described below in the section of this proxy statement titled “The Merger Agreement—Conditions to the Closing of the Merger,” have been satisfied or

waived (other than those conditions that by their nature are to be satisfied at the Closing) in accordance with the Merger Agreement, or at such other place, time and date as Arconic and Parent may agree in writing. If the Marketing Period has not ended at the time of the satisfaction or waiver of the Closing conditions (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions), as described below in the section of this proxy statement titled “The Merger Agreement—Cooperation as to Debt Financing Prior to the Closing,” then the Closing will occur instead on the date following the satisfaction or waiver of such conditions (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions) that is the earlier to occur of (a) any business day during the Marketing Period as may be specified by Parent on no less than two business days’ prior written notice to Arconic and (b) two business days following the final day of the Marketing Period.

The Merger will be accounted for as a “purchase transaction” for financial accounting purposes.

This section summarizes Delaware law pertaining to appraisal rights in connection with the Merger. The following discussion is not a complete statement of the law pertaining to appraisal rights under Delaware law and is qualified in its entirety by the full text of Section 262, the text of which is reproduced in its entirety as Annex D to this proxy statement. The following summary does not constitute any legal or other advice and does not constitute a recommendation that you exercise your appraisal rights under Section 262. If you hold your shares of Arconic common stock through a bank, broker or other nominee and you wish to exercise appraisal rights, you should consult with your bank, broker or other nominee.

Any person contemplating the exercise of such appraisal rights should carefully review the provisions of Section 262, the text of which is reproduced in its entirety as Annex D to this proxy statement, particularly the procedural steps required to properly demand and perfect such rights. Failure to follow the steps required by Section 262 for demanding and perfecting appraisal rights may result in the loss of such rights. All references in Section 262 and in this summary to a (a) “shareholder” are to the record holder of Arconic common stock, (b) “beneficial owner” are to a person who is the beneficial owner of shares of Arconic common stock held either in voting trust or by a nominee on behalf of such person, and (c) “person” are to an individual, corporation, partnership, unincorporated association or other entity.

Under Section 262, shareholders and beneficial owners desiring to exercise their right to appraisal must (a) properly deliver a written demand for an appraisal of their shares of Arconic common stock to Arconic prior to the shareholder vote on the adoption of the Merger Agreement; (b) not submit a proxy or otherwise vote in favor of the adoption of the Merger Agreement; (c) hold of record or beneficially own, as applicable, shares of Arconic common stock upon the making of a demand under clause (a) and continue to hold or beneficially own, respectively, such shares of Arconic common stock through the Effective Time; (d) not thereafter withdraw their demand for appraisal of their shares of Arconic common stock or otherwise lose their appraisal rights, in each case in accordance with the DGCL; and (e) otherwise meet the criteria and follow the procedures set forth in Section 262. However, assuming the shares of Arconic common stock remain listed on a national securities exchange immediately prior to the Merger (which we expect to be the case), after an appraisal petition has been filed, the Delaware Court of Chancery will dismiss appraisal proceedings as to all shareholders and beneficial owners of Arconic common stock who are otherwise entitled to appraisal rights unless (x) the total number of shares of Arconic common stock entitled to appraisal exceeds 1% of the outstanding shares of Arconic common stock eligible for appraisal or (y) the value of the Merger Consideration offered pursuant to the Merger Agreement in respect of such total number of shares exceeds $1,000,000. We refer to these conditions as the “Minimum Conditions.”

Unless the Delaware Court of Chancery, in its discretion, determines otherwise for good cause shown, interest from the Effective Time through the date of payment of the judgment will be compounded quarterly and will accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the Effective Time and the date of payment of the judgment; provided, however, that at any time before the Delaware Court of Chancery enters judgment in the appraisal proceeding, the Surviving Company may pay to each person entitled to appraisal an amount in cash, in which case any such

interest will accrue after the time of such payment only on the amount that equals the sum of (x) the difference, if any, between the amount so paid and the “fair value” of the shares of Arconic common stock as determined by the Delaware Court of Chancery and (y) any interest accrued prior to the time of such voluntary payment, unless paid at such time. The Surviving Company is under no obligation to make such voluntary cash payment prior to such entry of judgment. Persons considering seeking appraisal should be aware that the fair value of their shares of Arconic common stock as determined pursuant to Section 262 could be more than, the same as or less than the Merger Consideration offered pursuant to the Merger Agreement if they did not seek appraisal of their shares.

Under Section 262, where a merger agreement is to be submitted for approval and adoption at a meeting of shareholders, the corporation, not less than 20 days prior to the meeting, must notify each of the shareholders who was such on the record date for notice of such meeting with respect to shares for which appraisal rights are available that appraisal rights are available and include in the notice a copy of Section 262 or information directing the shareholders to a publicly available electronic resource at which Section 262 may be accessed without subscription or cost. This proxy statement constitutes such notice that appraisal rights are available in connection with the Merger, and the full text of Section 262 is reproduced in its entirety as Annex D to this proxy statement. In connection with the Merger, any person who wishes to exercise appraisal rights or who wishes to preserve such person’s right to do so should review Section 262 carefully. Failure to comply with the requirements of Section 262 in a timely and proper manner may result in the loss of appraisal rights under the DGCL. A person who loses his, her or its appraisal rights will be entitled to receive the Merger Consideration. Moreover, because of the complexity of the procedures for exercising the right to seek appraisal, we believe that if a person considers exercising such rights, that person should seek the advice of legal counsel.

Shareholders and beneficial owners wishing to exercise the right to seek an appraisal of their shares of Arconic common stock must strictly comply with Section 262. In addition, a shareholder of record, a beneficial owner or the Surviving Company must file a petition in the Delaware Court of Chancery requesting a determination of the fair value of the shares of Arconic common stock within 120 days after the Effective Time. The Surviving Company is under no obligation to file any petition and has no intention of doing so.

Because a proxy that does not contain voting instructions will, unless timely revoked, be voted in favor of the adoption of the Merger Agreement, a shareholder who votes by proxy and who wishes to exercise appraisal rights should not return a blank proxy, but rather must vote against the adoption of the Merger Agreement, abstain or not vote his, her or its shares of Arconic common stock. Beneficial owners should consult with their bank, broker or other nominee regarding methods of voting.

Any shareholder or beneficial owner wishing to exercise appraisal rights must deliver to Arconic, before the vote on the adoption of the Merger Agreement at the Special Meeting, a written demand for the appraisal of such person’s shares of Arconic common stock. Neither voting against the adoption of the Merger Agreement nor abstaining from voting or failing to vote on the proposal to adopt the Merger Agreement and the Merger will, in and of itself, constitute a written demand for appraisal satisfying the requirements of Section 262. The written demand for appraisal must be in addition to and separate from any proxy or vote on the adoption of the Merger Agreement. A shareholder’s or beneficial owner’s failure to make the written demand prior to the taking of the vote on the adoption of the Merger Agreement at the Special Meeting will constitute a waiver of appraisal rights.

A demand for appraisal by a holder of record must be executed by or on behalf of the holder of record and must reasonably inform us of the identity of the shareholder and state that the person intends thereby to demand appraisal of the shareholder’s shares of Arconic common stock in connection with the Merger. If a holder of record is submitting a demand with respect to shares of Arconic common stock owned of record in a fiduciary or representative capacity, such as by a trustee, guardian or custodian, such demand must be executed by or on behalf of the record owner in such capacity, and if the shares of Arconic common stock are owned of record by more than one person, as in a joint tenancy and tenancy in common, the demand should be executed by or on behalf of all joint owners. An authorized agent, including an authorized agent for two or more joint owners, may execute a demand for appraisal on behalf of a holder of record; however, the agent must identify the record owner or owners and expressly disclose that, in executing the demand, the agent is acting as agent for the record

owner or owners. A holder of record, such as a brokerage firm, bank, trust or other nominee, who holds shares of Arconic common stock as nominee or intermediary for one or more beneficial owners may exercise appraisal rights with respect to shares of Arconic common stock held for one or more beneficial owners while not exercising appraisal rights for other beneficial owners. In that case, the written demand should state the number of shares of Arconic common stock as to which appraisal is sought. Where no number of shares of Arconic common stock is expressly mentioned, the demand will be presumed to cover all shares of Arconic common stock held in the name of the holder of record.

A beneficial owner may, in such person’s name, demand in writing an appraisal of such beneficial owner’s shares of Arconic common stock in accordance with the procedures of subsection (d)(1) of Section 262 summarized above, provided that (a) such beneficial owner continuously owns such shares through the Effective Time and otherwise satisfies the requirements applicable to a shareholder under the first sentence of subsection (a) of Section 262, and (b) the demand made by such beneficial owner reasonably identifies the holder of record of the shares for which the demand is made, is accompanied by documentary evidence of such beneficial owner’s beneficial ownership of stock and a statement that such documentary evidence is a true and correct copy of what it purports to be, and provides an address at which such beneficial owner consents to receive notices given by Arconic under Section 262 and to be set forth on the Verified List (as defined below). Although not expressly required by Section 262, Arconic reserves the right to take the position that it may require the submission of all information required of a beneficial owner under subsection (d)(3) of Section 262 with respect to any person sharing beneficial ownership of the shares for which such demand is submitted.

All written demands for appraisal pursuant to Section 262 should be mailed or delivered to: Corporate Secretary, Arconic Corporation, 201 Isabella Street, Suite 400, Pittsburgh, Pennsylvania 15212-5872. Demands for appraisal may not be submitted by electronic transmission.

If the Merger is completed, within 10 days after the Effective Time, the Surviving Company will notify each holder of Arconic common stock who has made a written demand for appraisal pursuant to Section 262 and who has not voted in favor of the adoption of the Merger Agreement, and any beneficial owner who has properly demanded appraisal as of the Effective Time, that the Merger has become effective and the effective date thereof.

At any time within 60 days after the Effective Time, any person entitled to appraisal rights who has not commenced an appraisal proceeding or joined that proceeding as a named party may withdraw such person’s demand for appraisal in respect of some or all of such person’s shares of Arconic common stock and accept the Merger Consideration offered pursuant to the Merger Agreement with respect to the shares of Arconic common stock subject to the withdrawal by delivering to us as the Surviving Company a written withdrawal of the demand for appraisal.

Within 120 days after the Effective Time, the Surviving Company or any shareholder who has complied with Section 262 and is entitled to appraisal rights under Section 262, may commence an appraisal proceeding by filing a petition in the Delaware Court of Chancery, with a copy served on the Surviving Company in the case of a petition filed by a shareholder of record or beneficial owner, demanding a determination of the fair value of the shares of Arconic common stock held by all our shareholders entitled to appraisal. The Surviving Company is under no obligation, and has no present intention, to file a petition, and no shareholder should assume that the Surviving Company will file a petition or initiate any negotiations with respect to the fair value of the shares of Arconic common stock. Accordingly, any shareholders or beneficial owners who desire to have their shares of Arconic common stock appraised should initiate all necessary action to perfect their appraisal rights in respect of their shares of Arconic common stock within the time and in the manner prescribed in Section 262. The failure of a record holder or beneficial owner of shares of Arconic common stock to file such a petition within the period specified in Section 262 could result in the loss of appraisal rights.

Within 120 days after the Effective Time, any shareholder who has complied with the requirements for exercise of appraisal rights will be entitled, upon written request, to receive from the Surviving Company a statement setting forth the aggregate number of shares of Arconic common stock not voted in favor of the adoption of the Merger Agreement and with respect to which we have received demands for appraisal, and the aggregate number of shareholders or beneficial owners holding or owning such shares (provided that, where a

beneficial owner makes a demand on his, her or its own behalf, the record holder of such shares will not be considered a separate shareholder holding such shares for purposes of such aggregate number). The Surviving Company must give this statement to the requesting shareholder or beneficial owner within 10 days after receipt of the written request for such a statement or within 10 days after the expiration of the period for delivery of demands for appraisal, whichever is later.

If a petition for an appraisal is duly filed by a record holder of shares of Arconic common stock or a beneficial owner and a copy thereof is served upon the Surviving Company, the Surviving Company will then be obligated within 20 days after such service to file with the Delaware Register in Chancery a duly verified list (which we refer to as the “Verified List”) containing the names and addresses of all persons who have demanded appraisal for their shares of Arconic common stock and with whom agreements as to the value of their shares have not been reached. Upon the filing of any such petition, the Delaware Court of Chancery may order that notice of the time and place fixed for the hearing on the petition be mailed to the Surviving Company and all of the shareholders shown on the Verified List at the addresses stated therein. The forms of the notices by mail and by publication will be approved by the Delaware Court of Chancery, and the costs of these notices will be borne by the Surviving Company.

After notice to the shareholders as required by the court, the Delaware Court of Chancery is empowered to conduct a hearing on the petition to determine those persons who have complied with Section 262 and who have become entitled to appraisal rights thereunder. The Delaware Court of Chancery may require the persons who demanded appraisal of their shares of Arconic common stock to submit their stock certificates to the Delaware Register in Chancery for notation thereon of the pendency of the appraisal proceedings, and if any person fails to comply with that direction, the Delaware Court of Chancery may dismiss the proceedings as to such person.

In addition, assuming the Arconic common stock remained listed on a national securities exchange immediately prior to the Effective Time, the Delaware Court of Chancery will dismiss the appraisal proceedings as to all persons who are otherwise entitled to appraisal rights unless one of the Minimum Conditions is met.

After determining the persons entitled to appraisal, the Delaware Court of Chancery will determine the “fair value” of the shares of Arconic common stock subject to appraisal, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, if any, to be paid upon the amount determined to be the fair value (subject, in the case of interest payments, to any voluntary cash payments made by the Surviving Company pursuant to subsection (h) of Section 262 that have the effect of limiting the sum on which interest accrues as described above).

In determining fair value, the Delaware Court of Chancery will take into account all relevant factors. In Weinberger v. UOP, Inc., the Supreme Court of Delaware discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court” should be considered, and that “[f]air price obviously requires consideration of all relevant factors involving the value of a company.” The Delaware Supreme Court stated that, in making this determination of fair value, the court must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts that could be ascertained as of the date of the merger that throw any light on future prospects of the merged corporation. Section 262 provides that fair value is to be “exclusive of any element of value arising from the accomplishment or expectation of the merger.” In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that such exclusion is a “narrow exclusion [that] does not encompass known elements of value,” but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger, the Supreme Court of Delaware also stated that “elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the merger and not the product of speculation, may be considered.”

Persons considering seeking appraisal should be aware that the fair value of their shares of Arconic common stock as so determined by the Delaware Court of Chancery could be more than, the same as or less than the Merger Consideration they would receive pursuant to the Merger if they did not seek appraisal of their shares of Arconic common stock and that an opinion of an investment banking firm as to the fairness from a financial point of view of the Merger Consideration offered pursuant to the Merger Agreement is not an opinion as to, and may not in any manner address, “fair value” under Section 262. Although we believe that the Merger

Consideration offered pursuant to the Merger Agreement is fair, no representation is made as to the outcome of the appraisal of fair value as determined by the Delaware Court of Chancery, and persons considering exercising appraisal rights should recognize that such an appraisal could result in a determination of a value higher or lower than, or the same as, the Merger Consideration offered pursuant to the Merger Agreement. Neither Arconic nor Parent anticipates offering more than the Merger Consideration offered pursuant to the Merger Agreement to any holder or beneficial owner of shares of Arconic common stock exercising appraisal rights, and Arconic and Parent each reserve the right to make a voluntary cash payment pursuant to subsection (h) of Section 262 and to assert, in any appraisal proceeding, that for purposes of Section 262, the “fair value” of a share of Arconic common stock is less than the Merger Consideration offered pursuant to the Merger Agreement. If a demand for appraisal is duly withdrawn, a petition for appraisal is not timely filed, neither of the Minimum Conditions is met (assuming the Arconic common stock remained listed on a national securities exchange immediately prior to the Effective Time) or other requirements imposed by Section 262 to perfect and seek appraisal are not satisfied, then the right to an appraisal will cease.

Upon application by the Surviving Company or by any person entitled to participate in the appraisal proceeding, the Delaware Court of Chancery may, in its discretion, proceed to trial upon the appraisal prior to the final determination of the persons entitled to an appraisal. Any person whose name appears on the Verified List may participate fully in all proceedings until it is finally determined that such person is not entitled to appraisal rights under Section 262.

The Delaware Court of Chancery will direct the payment of the fair value of the shares of Arconic common stock, together with interest, if any, by the Surviving Company to the persons entitled thereto. Payment will be made to each such person upon such terms and conditions as the Delaware Court of Chancery may order. The Delaware Court of Chancery’s decree may be enforced as other decrees in such court may be enforced.

The costs of the appraisal proceedings (which do not include attorneys’ fees or the fees and expenses of experts) may be determined by the Delaware Court of Chancery and taxed upon the parties as the Delaware Court of Chancery deems equitable under the circumstances. Upon application of a person whose name appears on the Verified List who participated in the proceeding and incurred expenses in connection therewith, the Delaware Court of Chancery may also order that all or a portion of such expenses, including, without limitation, reasonable attorneys’ fees and the fees and expenses of experts, be charged pro rata against the value of all the shares of Arconic common stock entitled to appraisal not dismissed pursuant to subsection (k) of Section 262 or subject to such an award pursuant to a reservation of jurisdiction under Subsection (k) of Section 262. In the absence of such an order, each party bears its own expenses.

If any person who demands appraisal of his, her or its shares of Arconic common stock under Section 262 fails to perfect, or loses or successfully withdraws, such person’s right to appraisal, such person’s shares of Arconic common stock will be deemed to have been converted at the Effective Time into the right to receive the Merger Consideration offered pursuant to the Merger Agreement, without interest. A person will fail to perfect, or effectively lose or withdraw, such person’s right to appraisal if no petition for appraisal is filed within 120 days after the Effective Time, neither of the Minimum Conditions is met (assuming the Arconic common stock remained listed on a national securities exchange immediately prior to the Effective Time) or if the person delivers to the Surviving Company a written withdrawal of the person’s demand for appraisal in accordance with Section 262.

From and after the Effective Time, no person who has demanded appraisal rights with respect to some or all of such person’s shares of Arconic common stock will be entitled to vote such shares for any purpose or to receive payment of dividends or other distributions on such shares, except dividends or other distributions payable to shareholders of record as of a time prior to the Effective Time. If no petition for an appraisal is filed, if neither of the Minimum Conditions is met (assuming the Arconic common stock remained listed on a national securities exchange immediately prior to the Effective Time), or if the person who has made a demand for appraisal delivers to the Surviving Company a written withdrawal of the demand for an appraisal in respect of some or all of such person’s shares of Arconic common stock within 60 days after the Effective Time in accordance with Section 262, then the right of such person to an appraisal of such shares will cease. Once a petition for appraisal is filed with the Delaware Court of Chancery, however, no appraisal proceeding will be dismissed as to any person without the approval of the Delaware Court of Chancery and such approval may be conditioned upon such terms as the Delaware Court of Chancery deems just, including, without limitation, a reservation of jurisdiction for any application to the Delaware Court of Chancery made under subsection (j) of

Section 262; provided that this sentence does not affect the right of any person who has not commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such person’s demand in respect of some or all of such person’s shares of Arconic common stock and to accept the terms offered upon the Merger with respect to the shares of Arconic common stock subject to the withdrawal within 60 days after the Effective Time.

Failure to comply with all of the procedures set forth in Section 262 may result in the loss of a shareholder’s or beneficial owner’s statutory appraisal rights. Consequently, any shareholder or beneficial owner wishing to exercise appraisal rights is encouraged to consult legal counsel before attempting to exercise those rights.

The following is a general discussion of certain U.S. federal income tax consequences of the Merger that may be relevant to U.S. Holders (as defined below) of shares of Arconic common stock whose shares of Arconic common stock are converted into the right to receive cash pursuant to the Merger. This discussion is limited to U.S. Holders who hold their shares of Arconic common stock as “capital assets” within the meaning of Section 1221 of the United States Internal Revenue Code of 1986 (which we refer to, as amended, as the “Code”) (generally, property held for investment). This discussion does not address U.S. federal income tax consequences with respect to holders other than U.S. Holders. This discussion is based upon the Code, Treasury Regulations promulgated under the Code, rulings and other published positions of the Internal Revenue Service (which we refer to as the “IRS”) and judicial decisions, all as in effect on the date of this proxy statement and all of which are subject to change or differing interpretations at any time, possibly with retroactive effect. Any such change or differing interpretation could affect the accuracy of the statements and conclusions set forth in this discussion. No assurance can be given that the IRS would not assert, or that a court would not sustain, a position contrary to any of the tax considerations described in this discussion. No advance ruling has been or will be sought from the IRS, and no opinion of counsel has been or will be rendered, regarding any matter discussed below.

For purposes of this discussion, a “U.S. Holder” means a beneficial owner of shares of Arconic common stock that is for U.S. federal income tax purposes:

This discussion is for general information purposes only and does not purport to be a complete analysis of all of the U.S. federal income tax considerations that may be relevant to particular holders in light of their particular facts and circumstances, or to Arconic shareholders subject to special rules under the U.S. federal income tax laws, including, for example:

This discussion does not address any U.S. federal tax considerations other than those pertaining to the income tax (such as estate, gift or other non-income tax consequences) or any state, local or non-U.S. income or non-income tax considerations. In addition, this discussion does not address any considerations arising under the unearned income Medicare contribution tax pursuant to the Health Care and Education Reconciliation Act of 2010 or any considerations in respect of the Foreign Account Tax Compliance Act of 2010 (including the Treasury Regulations and administrative guidance promulgated thereunder and intergovernmental agreements entered into pursuant thereto or in connection therewith and any laws, regulations or practices adopted in connection with any such agreement).

If any entity or arrangement treated as a partnership for U.S. federal income tax purposes is a beneficial owner of shares of Arconic common stock, the U.S. federal income tax treatment of a partner in such partnership generally will depend upon the status of the partner, the activities of the partner and the partnership and certain determinations made at the partner level. Accordingly, entities or arrangements treated as partnerships holding shares of Arconic common stock, and any partners therein, should consult their tax advisors as to the particular tax consequences to them of the Merger.

THE U.S. FEDERAL INCOME TAX TREATMENT OF THE TRANSACTIONS DISCUSSED HEREIN TO ANY PARTICULAR ARCONIC SHAREHOLDER WILL DEPEND ON THE ARCONIC SHAREHOLDER’S PARTICULAR CIRCUMSTANCES. YOU SHOULD CONSULT YOUR TAX ADVISOR WITH RESPECT TO THE SPECIFIC TAX CONSEQUENCES TO YOU OF THE MERGER IN LIGHT OF YOUR PARTICULAR CIRCUMSTANCES, INCLUDING U.S. FEDERAL, STATE, LOCAL AND NON-U.S. INCOME AND OTHER TAX CONSEQUENCES.

The receipt of cash by a U.S. Holder in exchange for shares of Arconic common stock pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes. In general, for U.S. federal income tax purposes, a U.S. Holder who receives cash in exchange for Arconic common stock pursuant to the Merger will recognize gain or loss in an amount equal to the difference, if any, between the amount of cash received in the Merger and the U.S. Holder’s adjusted tax basis in the shares of Arconic common stock surrendered pursuant to the Merger. A U.S. Holder’s adjusted tax basis generally will equal the amount that such U.S. Holder paid for the shares of Arconic common stock. Any gain or loss will generally be long-term capital gain or loss if such U.S. Holder’s holding period in such shares is more than one year at the time of the completion of the Merger.

Long-term capital gains of certain non-corporate holders, including individuals, currently are subject to U.S. federal income tax at preferential rates. The deductibility of capital losses is subject to limitations. If a U.S. Holder acquired different blocks of Arconic common stock at different times or different prices, such U.S. Holder must determine its adjusted tax basis and holding period separately with respect to each block of Arconic common stock.

Generally, information reporting requirements may apply in connection with payments made to U.S. Holders in connection with the Merger.

Backup withholding of tax (currently, at a rate of 24%) generally will apply to the proceeds received by a U.S. Holder pursuant to the Merger, unless the U.S. Holder provides the applicable withholding agent with a properly completed and executed IRS Form W-9 providing such U.S. Holder’s correct taxpayer identification number and certifying that such U.S. Holder is not subject to backup withholding, or otherwise establishes an exemption, and otherwise complies with the backup withholding rules.

Backup withholding is not an additional tax. The amount of any backup withholding from a payment to a U.S. Holder generally will be refunded or credited against such U.S. Holder’s U.S. federal income tax liability, if any, provided that the required information is timely furnished to the IRS.

THIS DISCUSSION IS FOR GENERAL INFORMATION ONLY. IT DOES NOT ADDRESS TAX CONSIDERATIONS THAT MAY VARY WITH, OR ARE CONTINGENT ON, YOUR INDIVIDUAL CIRCUMSTANCES OR THE APPLICATION OF ANY U.S. NON-INCOME TAX LAWS OR THE LAWS OF ANY STATE, LOCAL OR NON-U.S. JURISDICTION, AND HOLDERS SHOULD CONSULT THEIR TAX ADVISORS REGARDING SUCH MATTERS AND THE TAX CONSEQUENCES OF THE MERGER TO THEM IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES.

Each of Parent, Merger Sub and Arconic has agreed to (subject to the terms and conditions of the Merger Agreement) use its reasonable best efforts to take, or cause to be taken, all actions, and to do promptly, or cause to be done, all things necessary, proper or advisable under any applicable laws to consummate and make effective the Merger as promptly as practicable, including obtaining all necessary consents, authorizations, expirations or terminations of waiting periods, permits, orders or approvals of, waivers or any exemptions from governmental entities as described in the section of this proxy statement titled “The Merger Agreement—Regulatory Efforts and Related Matters.” These approvals include clearances under the HSR Act and certain other specified filings and approvals under the antitrust and foreign investment laws of other jurisdictions as described further below.

The Merger is subject to the HSR Act. A transaction notifiable under the HSR Act may not be completed until the expiration or termination of a 30-day waiting period following the parties’ filings of their HSR Act notification and report forms. If the FTC or the DOJ issues a Second Request prior to the expiration of the initial waiting period, the parties must observe a second 30-day waiting period, which would begin to run only after the parties have substantially complied with the Second Request, unless the waiting period is terminated earlier or the parties otherwise agree to extend the waiting period. The parties made the filings required under the HSR Act on May 16, 2023, and the initial 30-day waiting period will expire at 11:59 p.m. Eastern Time on June 15, 2023, unless otherwise terminated or extended.

At any time before or after the consummation of the Merger, notwithstanding the termination or expiration of the waiting period under the HSR Act, the FTC or the DOJ could take such action under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the completion of the Merger, seeking divestiture of substantial assets of the parties, or requiring the parties to license or hold separate assets or terminate existing relationships and contractual rights. At any time before or after the completion of the Merger, any state could take such action under the antitrust laws as it deems necessary or desirable in the public interest.

Such action could include seeking to enjoin the completion of the Merger or seeking divestiture of substantial assets of the parties. U.S. state attorneys general and private parties may also seek to take legal action under the antitrust laws under certain circumstances. We cannot be certain that a challenge to the Merger will not be made or that, if a challenge is made, we will prevail.

In addition to clearance under the HSR Act, the Merger is also subject to the receipt of regulatory approvals in certain other jurisdictions under their applicable antitrust and foreign investment laws. These include antitrust approvals in Brazil, China, the European Union, and South Korea, as well as foreign investment approvals in Germany and the United Kingdom.

In each case, the Merger cannot be completed until the parties obtain clearance or approval to consummate the Merger or the applicable waiting period has expired or been terminated. The parties have agreed to cooperate with each other and use their reasonable best efforts to make these filings as promptly as practicable. The relevant regulatory authorities could take such actions under the applicable regulatory laws as they deem necessary or desirable, including seeking divestiture of substantial assets of the parties, requiring the parties to license, or hold separate, assets or terminate existing relationships and contractual rights, or requiring the parties to commit to certain undertakings with respect to the operations of Parent or Arconic after the Closing.

The affirmative vote of the holders of a majority of the outstanding shares of Arconic common stock entitled to vote thereon is required for approval of the Merger Agreement Proposal.

Assuming a quorum is present, (a) a failure to be represented by proxy or attend the Special Meeting, (b) abstentions and (c) “broker non-votes” (if any) will each have the same effect as a vote “AGAINST” the Merger Agreement Proposal. Shares of Arconic common stock represented by properly executed, timely received and unrevoked proxies will be voted in accordance with the instructions indicated thereon. If an Arconic shareholder returns a signed proxy card without indicating voting preferences on such proxy card, the shares of Arconic common stock represented by that proxy will be counted as present for purposes of determining the presence of a quorum for the Special Meeting, and all of such shares will be voted as recommended by the Board of Directors.

The Board of Directors unanimously recommends that you vote “FOR” the Merger Agreement Proposal.

The following summarizes the provisions of the Merger Agreement. The descriptions of the Merger Agreement in this summary and elsewhere in this proxy statement are not complete and are qualified in their entirety by reference to the Merger Agreement, a copy of which is attached to this proxy statement as Annex A and incorporated into this proxy statement by reference. You should carefully read and consider the entire Merger Agreement, which is the legal document that governs the Merger, because this summary may not contain all of the information about the Merger Agreement that is important to you. The rights and obligations of the parties are governed by the express terms of the Merger Agreement and not by this summary or any other information contained in this proxy statement.

The representations, warranties, covenants and agreements described below and included in the Merger Agreement (a) were made only for purposes of the Merger Agreement and as of specific dates; (b) were made solely for the benefit of the parties to the Merger Agreement; and (c) may be subject to important qualifications, limitations and supplemental information agreed to by Arconic, Parent and Merger Sub in connection with negotiating the terms of the Merger Agreement. In addition, the representations and warranties have been included in the Merger Agreement for the purpose of allocating contractual risk between Arconic, Parent and Merger Sub rather than to establish matters as facts, and may be subject to standards of materiality applicable to such parties that differ from those applicable to investors. Arconic shareholders are not third-party beneficiaries under the Merger Agreement prior to the consummation of the Merger, and then only in limited capacities as provided therein, and should not rely on the representations, warranties, covenants and agreements or any descriptions thereof as characterizations of the actual state of facts or condition of Arconic, Parent or Merger Sub or any of their respective affiliates or businesses. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement. In addition, you should not rely on the covenants in the Merger Agreement as actual limitations on the respective businesses of Arconic, Parent and Merger Sub, because the parties may take certain actions that are either expressly permitted in the confidential disclosure letters to the Merger Agreement or as otherwise consented to by the appropriate party, which consent may be given without prior notice to the public. The Merger Agreement is described below, and included as Annex A, only to provide you with information regarding its terms and conditions, and not to provide any other factual information regarding Arconic, Parent, Merger Sub or their respective businesses. Accordingly, the representations, warranties, covenants and other agreements in the Merger Agreement should not be read alone, and you should read the information provided elsewhere in this document and in our filings with the SEC regarding Arconic and our business.

The Merger Agreement provides that, on the terms and subject to the conditions set forth in the Merger Agreement, and in accordance with the applicable provisions of the DGCL, at the Effective Time, Merger Sub will merge with and into Arconic, the separate corporate existence of Merger Sub will cease and Arconic will be the Surviving Company and a wholly owned subsidiary of Parent.

At the Effective Time, the certificate of incorporation of Merger Sub, as in effect immediately prior to the Effective Time, will be the certificate of incorporation of the Surviving Company until thereafter amended in accordance with the provisions thereof and applicable law, except that the name of the Surviving Company will be “Arconic Corporation” and the provision in the certificate of incorporation of Merger Sub naming its incorporator will be omitted, and the bylaws of Merger Sub, as in effect immediately prior to the Effective Time, will be the bylaws of the Surviving Company until thereafter amended in accordance with the provisions thereof and applicable law, except that the name of the Surviving Company will be “Arconic Corporation.”

The directors of Merger Sub immediately prior to the Effective Time will be the initial directors of the Surviving Company and will hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removal, in each case in accordance with the certificate of incorporation and bylaws of the Surviving Company. Except as otherwise determined by Parent prior to the Effective Time, the officers of Arconic immediately prior to the Effective Time will be the initial officers of the Surviving Company and will hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removal, in each case in accordance with the certificate of incorporation and bylaws of the Surviving Company.

The Closing of the Merger will take place remotely at 10:00 a.m. Eastern Time on the fifth business day following the day on which the last of the conditions to the Closing, which are described below in the section of this proxy statement titled “—Conditions to the Closing of the Merger,” have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing) in accordance with the Merger Agreement, or at such other place, date and time as Arconic and Parent may agree in writing. If the Marketing Period has not ended at the time of the satisfaction or waiver of the Closing conditions (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions), as described below in the section of this proxy statement titled “—Cooperation as to Debt Financing Prior to the Closing,” then the Closing will occur instead on the date following the satisfaction or waiver of such conditions (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions) that is the earlier to occur of (a) any business day during the Marketing Period as may be specified by Parent on no less than two business days’ prior written notice to Arconic and (b) two business days following the final day of the Marketing Period.

On the Closing Date, the parties will file a certificate of merger meeting the requirements of Section 251 of the DGCL relating to the Merger with the Secretary of State of the State of Delaware in accordance with the terms and conditions of the DGCL. The time at which the Merger will become effective pursuant to the certificate of merger is referred to herein as the “Effective Time.”

At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Arconic, Merger Sub or Arconic shareholders, each share of Arconic common stock issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares and Dissenting Shares) will be automatically converted into the right to receive the Merger Consideration of $30.00 per share in cash, without interest, subject to any required tax withholding.

Each Cancelled Share will no longer be outstanding and will automatically be cancelled and will cease to exist, and no consideration will be delivered in exchange therefor.

Dissenting Shares will be treated as described below in the section of this proxy statement titled “—Dissenters’ Rights.”

If, between May 4, 2023 and the Effective Time, the outstanding shares of Arconic are changed into a different number of shares or a different class of shares by reason of any stock dividend, subdivision, reorganization, reclassification, recapitalization, stock split, reverse stock split, combination or exchange of shares, or any similar event, then the Merger Consideration will be equitably adjusted, without duplication, to proportionally reflect such change.

Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time will be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Company.

Dissenting Shares will be cancelled and cease to exist and will not be converted into or represent the right to receive the Merger Consideration, and holders of such Dissenting Shares will be entitled to receive payment of the fair value of such Dissenting Shares in accordance with the provisions of Section 262 unless and until any such holder fails to perfect or effectively withdraws or loses its rights to appraisal and payment under the DGCL. If, after the Effective Time, any such holder fails to perfect or effectively withdraws or loses such rights, such Dissenting Shares will thereupon be treated as if they had been converted into, at the Effective Time, the right to receive the Merger Consideration, without any interest thereon, and the Surviving Company will remain liable for payment of the Merger Consideration for such Dissenting Shares, upon surrender in the manner provided for in the Merger Agreement.

For more information, please refer to the section of this proxy statement titled “Proposal 1: Adoption of the Merger Agreement—Appraisal Rights.”

Arconic Option Awards. At the Effective Time, each Arconic Option Award that is outstanding and unexercised as of immediately prior to the Effective Time, whether vested or unvested, will by virtue of the Merger and without any action on the part of the holder thereof, vest in full and be cancelled and converted into the right to receive, without interest, a cash payment equal to (a) the number of shares subject to such Arconic Option Award as of immediately prior to the Effective Time multiplied by (b) the excess, if any, of the Merger Consideration over the exercise price per share subject to such Arconic Option Award as of the Effective Time, less any applicable taxes required to be withheld with respect to such payment. Any Arconic Option Award that has an exercise price per share subject to such Arconic Option Award that is greater than or equal to the Merger Consideration will be cancelled at the Effective Time for no consideration.

Arconic RSU Awards and Arconic PSU Awards. At the Effective Time, each Arconic RSU Award granted prior to May 4, 2023 or to a non-employee member of the Board of Directors (at any time) and each Arconic PSU Award that is outstanding as of immediately prior to the Effective Time will, by virtue of the Merger and without any action on the part of the holder thereof, vest in full and be cancelled and converted into the right to receive, without interest, a cash payment equal to the product of (a) the number of shares subject to such Arconic RSU Award or Arconic PSU Award as of immediately prior to the Effective Time and (b) the Merger Consideration, less any applicable taxes required to be withheld with respect to such payment. The number of shares of Arconic common stock subject to each Arconic PSU Award will be determined by deeming the applicable performance goals to be achieved at the target level of performance, provided that with respect to any Arconic PSU Award for which 50% or more of the applicable performance period has been completed as of the Effective Time, the number of shares will be determined based on the actual level of performance (as reasonably determined in good faith by the Board of Directors (or the authorized committee thereof) following reasonable consultation with Parent). Arconic RSU Awards granted on or after May 4, 2023 (other than any such awards granted to non-employee members of the Board of Directors) will be cancelled and converted into a cash award equal to (i) the number of shares subject to such Arconic RSU Award as of immediately prior to the Effective Time multiplied by (ii) the Merger Consideration, with such cash awards being subject to the same terms and conditions that applied to the Arconic RSU Award immediately prior to the Effective Time (including service-based vesting conditions).

Arconic DSU Awards. At the Effective Time, each Arconic DSU Award will, by virtue of the Merger and without any action on the part of the holder thereof vest in full and be cancelled and converted into the right to receive, without interest, a cash payment equal to (a) the number of shares subject to such Arconic DSU Award as of immediately prior to the Effective Time multiplied by (b) the Merger Consideration, less any applicable taxes required to be withheld with respect to such payment.

At or prior to the Effective Time, Parent will deposit, or cause to be deposited, with the Paying Agent, in trust for the benefit of holders of Arconic common stock, other than Cancelled Shares and Dissenting Shares, the Payment Fund.

As promptly as practicable (and no later than the third business day after the Effective Time), Parent will cause the Paying Agent to mail to each holder of record of Arconic common stock whose shares were converted into the right to receive the Merger Consideration (a) a letter of transmittal and (b) instructions for use in effecting the surrender of Certificates or Book-Entry Shares in exchange for the Merger Consideration.

Upon surrender of Certificates or Book-Entry Shares to the Paying Agent together with a letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, or, in the case of Book-Entry Shares, receipt of an “agent’s message” by the Paying Agent, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificates or Book-Entry Shares will be entitled to receive in exchange therefor the Merger Consideration into which the shares represented by such Certificates or Book-Entry Shares have been converted pursuant to the Merger Agreement. In the event of a transfer of ownership of shares that is not registered in the transfer or stock records of Arconic, any cash to be paid upon due surrender of the Certificates or Book-Entry Shares formerly representing such shares may be paid to any

such transferee if such Certificates or Book-Entry Shares are presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer, in each case properly endorsed or otherwise in proper form and to evidence that any applicable stock transfer or other similar taxes have been paid or are not applicable. No interest will be paid or will accrue on the Merger Consideration payable upon surrender of any Certificates or Book-Entry Shares.

From and after the Effective Time, subject to applicable law in the case of Dissenting Shares, (a) all holders of Certificates and Book-Entry Shares will cease to have any rights as shareholders of Arconic other than the right to receive the Merger Consideration, pursuant to the terms of the Merger Agreement, and (b) the stock transfer books of Arconic will be closed with respect to all shares outstanding immediately prior to the Effective Time, and there will be no further registration of transfers on the stock transfer books of the Surviving Company of shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, any Certificates or Book-Entry Shares formerly representing shares are presented to the Surviving Company, Parent or the Paying Agent for any reason, such Certificates or Book-Entry Shares will be cancelled and exchanged pursuant to the Merger Agreement, subject to applicable law in the case of Dissenting Shares.

If any Certificate has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent or the Paying Agent, the posting by such person of a bond in a customary amount as Parent or the Paying Agent may determine is reasonably necessary as indemnity against any claim that may be made against it or the Surviving Company with respect to such Certificate, the Paying Agent will deliver, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration in accordance with the terms of the Merger Agreement.

Any portion of the Payment Fund (including any interest or other amounts received with respect thereto) that remains unclaimed by, or otherwise undistributed to, the holders of Certificates and Book-Entry Shares for 12 months after the Effective Time will be delivered to Parent, upon demand, and any holder of Certificates or Book-Entry Shares that has not complied with the processes described in the Merger Agreement, will thereafter look only to Parent or the Surviving Company (subject to abandoned property, escheat or other similar laws), as general creditors thereof, for satisfaction of its claim for Merger Consideration that such holder has the right to receive pursuant to the Merger Agreement, without any interest thereon.

Each of Arconic, the Surviving Company, Parent, Merger Sub and the Paying Agent (without duplication) are entitled to deduct and withhold from amounts otherwise payable pursuant to the Merger Agreement, such amounts as are required to be deducted or withheld with respect to the making of such payment under applicable tax law. To the extent that any amounts are so deducted or withheld and timely remitted to the appropriate taxing authority, such deducted or withheld amounts will be treated for all purposes of the Merger Agreement as having been paid to the person in respect of which such deduction or withholding was made.

The Merger Agreement contains representations and warranties of Arconic, Parent and Merger Sub. Some of the representations and warranties in the Merger Agreement made by Arconic are qualified as to “materiality” or “Material Adverse Effect.” For purposes of the Merger Agreement, “Material Adverse Effect” means any change, effect, event, occurrence or development that, individually or in the aggregate, (a) would reasonably be expected to, prevent or materially delay the ability of Arconic to consummate the Merger by the End Date (as defined in the section of this proxy statement titled “—Termination of the Merger Agreement”) or (b) has had, or would reasonably be expected to have, a material adverse effect on the business, assets, results of operations or financial condition of Arconic and its subsidiaries, taken as a whole, excluding, however, solely in the case of clause (b), the impact of:

To the extent that any changes, effects, events, occurrences or developments resulting from the matters described in the first, second, third, fourth, fifth or seventh bullets set forth above have had a disproportionate adverse effect on Arconic and its subsidiaries, taken as a whole, relative to similarly situated companies engaged in the industries in which Arconic and its subsidiaries operate, the incremental disproportionate adverse impact will be taken into account for the purpose of determining whether a Material Adverse Effect exists or has occurred.

In the Merger Agreement, Arconic has made representations and warranties to Parent and Merger Sub that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement and in the confidential disclosure letter provided by Arconic to Parent and Merger Sub. These representations and warranties relate to, among other things:

In the Merger Agreement, Parent and Merger Sub have made representations and warranties to Arconic that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement and in the confidential disclosure letter provided by Parent and Merger Sub to Arconic, including as to “materiality” or “Parent Material Adverse Effect.” For the purposes of the Merger Agreement, a “Parent Material Adverse Effect” means any change, effect, event, occurrence or development that, individually or in the aggregate, prevents, materially impedes or materially delays, or would reasonably be expected to prevent, materially impede or materially delay, the Closing or the ability of Parent or Merger Sub to timely consummate the Merger and the other transactions contemplated by the Merger Agreement or perform its obligations under the Merger Agreement. These representations and warranties relate to, among other things:

The representations and warranties in the Merger Agreement will not survive the consummation of the Merger.

During the Pre-Closing Period, except (a) as may be required by applicable law, any governmental entity of competent jurisdiction or the rules or regulations of the NYSE, (b) with the prior written consent of Parent (which will not be unreasonably withheld, conditioned or delayed) (provided that Parent will be deemed to have consented if it provides no response within five business days after a request by Arconic for such consent), (c) as expressly contemplated, required or permitted by the Merger Agreement, (d) in connection with any action taken, or omitted to be taken, pursuant to certain responsive measures to COVID-19, the Russian Federation’s invasion of Ukraine or cybersecurity issues, or (e) as set forth in the confidential disclosure letter provided by Arconic to Parent and Merger Sub, Arconic will, and will cause each of its subsidiaries to, use reasonable best efforts to conduct its business in the ordinary course and use commercially reasonable efforts to preserve its business organization intact and maintain existing relations with key customers, suppliers, lenders, partners, officers, employees, governmental entities and other third parties with whom Arconic and its subsidiaries have significant business relationships or regulatory relationships. No action by Arconic or its subsidiaries with respect to matters specifically addressed by the following paragraph will be deemed to breach the preceding sentence unless such action would constitute a breach of the following paragraph.

During the Pre-Closing Period, except (a) as may be required by applicable law, any governmental entity of competent jurisdiction or the rules or regulations of the NYSE, (b) with the prior written consent of Parent (which will not be unreasonably withheld, conditioned or delayed) (provided that Parent will be deemed to have consented if it provides no response within five business days after a request by Arconic for such consent), (c) as expressly contemplated, required or permitted by the Merger Agreement, (d) in connection with any action taken, or omitted to be taken, pursuant to certain responsive measures to COVID-19, the Russian Federation’s invasion of Ukraine or cybersecurity issues, or (e) as set forth in the confidential disclosure letter provided by Arconic to Parent and Merger Sub, Arconic will not, and will not permit any of its subsidiaries to (whether by merger, consolidation or otherwise):

During the Pre-Closing Period, Arconic has agreed that it will not, and will cause its subsidiaries, affiliates and representatives not to, directly or indirectly:

Arconic further agreed to, and to cause its subsidiaries and its and their respective directors and officers to, and to use reasonable best efforts to cause its and their respective other affiliates and representatives to:

Arconic also agreed that from and after May 4, 2023, it will (a) promptly (and, in any event, within 48 hours after receipt) notify Parent in the event that it receives any Alternative Proposal, which notice will include, to the extent known or available, the identity of the person or group making such Alternative Proposal and a

summary of the material terms and conditions of such Alternative Proposal and (b) upon the request of Parent, thereafter keep Parent reasonably informed on a prompt (and, in any event within 48 hours) basis of any material developments with respect to the status and terms of any such Alternative Proposal (including any material change to the terms of any such Alternative Proposal).

At any time prior to the obtaining the Arconic Shareholder Approval, if (a) Arconic receives a bona fide written Alternative Proposal that did not result from a material breach of the “no shop” provisions described earlier in this section and (b) the Board of Directors determines in good faith after consultation with its outside legal counsel and financial advisors that such Alternative Proposal constitutes or would reasonably be expected to result in a Superior Proposal, Arconic may take the following actions:

An “Alternative Proposal” is defined as any bona fide written indication of interest, proposal or offer made by any person or group (other than by Parent, Merger Sub or their affiliates) relating to, in a single transaction or a series of related transactions, any direct or indirect (a) merger, reorganization, spin-off, share exchange (including a split-off), consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving Arconic pursuant to which such person or group (or the shareholders of any person) would acquire, directly or indirectly, more than 20% of the assets of Arconic and its subsidiaries, on a consolidated basis (based on the fair market value thereof) or more than 20% of the Arconic common stock, (b) acquisition or exclusive license of more than 20% of the assets of Arconic and its subsidiaries, on a consolidated basis (based on the fair market value thereof), (c) acquisition of more than 20% of the outstanding Arconic common stock or more than 20% of the total voting power of equity securities of Arconic or (d) tender offer or exchange offer that if consummated would result in any person or group beneficially owning more than 20% of the total voting power of equity securities of Arconic (in each case, other than the Merger and the transactions contemplated by the Merger Agreement and the other transaction documents).

A “Superior Proposal” is defined as a bona fide, written Alternative Proposal that was not solicited in violation of the Merger Agreement, substituting in the definition of Alternative Proposal “50%” for “20%” in each place it appears, that the Board of Directors determines in good faith, after consultation with its outside financial advisors and legal counsel, and taking into account all financial (including financing terms), legal, timing, certainty of consummation, regulatory and other aspects and risks of such Alternative Proposal, would, if consummated in accordance with its terms, result in a transaction that is more favorable from a financial point of view to the shareholders of Arconic than the Merger and the other transactions contemplated by the Merger Agreement (including any commitments or proposals made by Parent in writing to amend the terms of the Merger and the Merger Agreement in accordance with the provisions described in the section of this proxy statement titled “—The Board of Directors’ Recommendation; Change of Recommendation”).

As described in this proxy statement, and subject to the provisions described below, the Board of Directors has made the recommendation that Arconic shareholders vote to adopt the Merger Agreement (which we refer to as the “Recommendation”). Except as set forth in this section and the section of this proxy statement titled “—No Solicitation,” the Board of Directors has agreed that it will not take any of the following actions (any of which we refer to as a “Change of Recommendation”):

Prior to obtaining the Arconic Shareholder Approval, the Board of Directors may, in response to an Alternative Proposal received by Arconic after May 4, 2023 that did not result from a material breach of the provisions described in this section or the section of this proxy statement titled “—No Solicitation” (a) make a Change of Recommendation or (b) cause Arconic to terminate the Merger Agreement pursuant to the Superior Proposal Termination Right as defined in the section of this proxy statement titled “—Termination of the Merger Agreement” in order to enter into a definitive written agreement providing for such Superior Proposal, so long as:

Prior to obtaining the Arconic Shareholder Approval, the Board of Directors may, in response to an Intervening Event (as defined below) make a Change of Recommendation if the Board of Directors determines in good faith, after consultation with its outside legal counsel, that the failure of the Board of Directors to take such action would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable law (it being understood that any such determination in and of itself will not be deemed a Change of Recommendation), so long as:

Nothing contained in the Merger Agreement will prohibit Arconic or its Board of Directors from (a) taking or disclosing to its shareholders a position contemplated by Rules 14d-9, 14e-2(a) or Item 1012(a) of Regulation M-A promulgated under the Exchange Act or from issuing a “stop, look and listen” statement pending disclosure of its position thereunder or (b) making any disclosure to its shareholders if the Board of Directors determines in good faith, after consultation with Arconic’s outside legal counsel, that such disclosure would be required under applicable law, and no such disclosure or communication will be considered a Change of Recommendation or require the giving of a Superior Proposal Notice or an Intervening Event Notice. For purposes of the Merger Agreement, a factually accurate required public statement by Arconic or the Board of Directors (or a committee thereof) that describes the receipt of an Alternative Proposal, the identity of the person or group making such Alternative Proposal, the material terms of such Alternative Proposal and the operation of the Merger Agreement with respect thereto will not be deemed to be (i) a withholding, withdrawal, amendment, qualification or modification of, or proposal by the Board of Directors (or a committee thereof) to withhold, withdraw, amend, qualify or modify, the Recommendation; (ii) an adoption, approval or recommendation with respect to such Alternative Proposal; or (iii) a Change of Recommendation.

After delivery of any Superior Proposal Notice or Intervening Event Notice, to the extent Parent desires to engage in good faith negotiations, Arconic will promptly (and in any event within 36 hours of any material development) keep Parent informed of all material developments affecting any such Intervening Event or Change of Recommendation.

An “Intervening Event” is defined as any event, change, occurrence or development that is material and that (a) is unknown and not reasonably foreseeable to the Board of Directors (or any member thereof) as of May 4, 2023, or if known and reasonably foreseeable to the Board of Directors (or any member thereof) as of May 4, 2023, the consequences of which were not known and reasonably foreseeable to the Board of Directors (or any member thereof) May 4, 2023 and (b) does not involve or relate to any Alternative Proposal. In no event will the following events, changes, occurrences or developments, in and of themselves, constitute an Intervening Event: (x) the receipt, existence of or terms of any Alternative Proposal or (y) any change in the price or trading volume of the Arconic common stock or any other securities of Arconic or its subsidiaries (provided that the underlying causes of such changes may constitute, or be taken into account in determining whether there has been, an Intervening Event).

Effective as of the Effective Time and during the one-year period immediately following the Effective Time, Parent will provide, or will cause the Surviving Company or one of its subsidiaries to provide, to each employee of the Company or its subsidiaries as of immediately prior to the Effective Time (which we refer to as “Company Employees”), while the applicable employee remains employed by Parent or the Surviving Company or any of their respective subsidiaries following the Effective Time:

In addition, Parent will provide, or will cause the Surviving Company or one of its subsidiaries to provide, to each Company Employee whose employment is involuntarily terminated without cause during the one-year period following the Effective Time, severance benefits no less favorable than the greater of the severance benefits that would have been provided to the Company Employee under Arconic’s severance arrangements in effect immediately prior to the Effective Time and the severance benefits due under the applicable severance plan of Parent, in each case, subject to the execution of a release of claims to the extent both permitted by the terms of the applicable severance arrangement and applicable laws and customary in the applicable jurisdiction and determined taking into account each Company Employee’s service with Arconic and its subsidiaries (and any predecessor entities) and, after the Closing, Parent and its subsidiaries.

The Surviving Company will pay to each employee of Arconic or its subsidiaries who participated for at least six months in the Arconic’s annual cash bonus plans, a prorated incentive award under the bonus plans for the fiscal year covered by such bonus plans equal to such employee’s incentive entitlement for the fiscal year assuming target level performance is achieved; provided that if 50% or more of the fiscal year has been completed as of the Effective Time, such award will equal such employee’s incentive entitlement for the fiscal year under the bonus plans based on the actual level of achievement of the applicable performance goals (with such determination of performance to exclude any costs relating to the Merger, as applicable), as reasonably determined in good faith by the Board of Directors (or an authorized committee thereof) following reasonable consultation with Parent. Payment with respect to such bonus plans, including any prorated amounts, will be made following the Effective Time at the time Arconic has historically paid bonuses to similarly situated employees.

Notwithstanding the foregoing, with respect to Company Employees whose terms and conditions of employment are subject to a collective bargaining agreement or who are based outside of the United States, Parent will provide compensation and benefits at least as favorable as those required by any obligations under the applicable collective bargaining agreement or under the laws of the foreign countries and political subdivisions thereof in which such Company Employees are based.

From and after the Effective Time, the Surviving Company and Parent will indemnify and hold harmless all past and present directors and officers or managers of Arconic or any of its subsidiaries and each person who served as a director, officer, member, trustee, employee, agent or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise at the request or for the benefit of Arconic or any of its subsidiaries, in each case, to the extent acting in such capacity (collectively, together with such persons’ heirs, executors and administrators, which we refer to as the “Covered Persons”) to the fullest extent permitted by law against any costs and expenses (including advancing attorneys’ fees and expenses in advance of the final disposition of any claim, suit, proceeding or investigation to each Covered Person to the fullest extent permitted by law), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of acts or omissions occurring at or prior to the Effective Time

(including acts or omissions in connection with such persons serving as an officer, director or other fiduciary in any entity at the request or for the benefit of Arconic). Without limiting the foregoing, from and after the Effective Time, Parent and the Surviving Company will indemnify and hold harmless the Covered Persons to the fullest extent permitted by law for acts or omissions occurring in connection with the process resulting in and the adoption and approval of the Merger Agreement and the consummation of the transactions contemplated thereby. From and after the Effective Time, Parent, Arconic and the Surviving Company will advance expenses (including reasonable legal fees and expenses) incurred in the defense of any proceeding or investigation with respect to the matters subject to indemnification pursuant to the provisions of the Merger Agreement described this section, in accordance with the procedures (if any) set forth in Arconic’s organizational documents, or the certificate or articles of incorporation and bylaws, or other organizational or governance documents, of any subsidiary of Arconic, and indemnification agreements, if any, in existence on May 4, 2023; provided that, to the extent required by applicable law, the person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification pursuant to the provisions of the Merger Agreement described in this section. In the event of any such proceeding for which indemnification is required pursuant to the provisions of the Merger Agreement described in this section (a) the Surviving Company will have the right to control the defense thereof after the Effective Time; (b) each Covered Person will be entitled to retain his or her own counsel (the reasonable and documented fees and expenses of which will be paid by the Surviving Company), whether or not the Surviving Company elects to control the defense of any such proceeding; and (c) the Surviving Company will not settle any such proceeding without the prior written consent of such Covered Person (unless such settlement relates only to monetary damages for which the Surviving Company is entirely responsible, includes an unconditional release of such Covered Person from all liability arising out of such claim, suit, proceeding or investigation and does not include any admission of wrongdoing on the part of such Covered Person).

For not less than six years from and after the Effective Time, the certificate of incorporation and bylaws of the Surviving Company will contain provisions no less favorable with respect to exculpation, indemnification of and advancement of expenses to Covered Persons for periods at or prior to the Effective Time than were set forth in Arconic’s organizational documents as of May 4, 2023. Notwithstanding anything herein to the contrary, if any proceeding or investigation (whether arising prior to, at or after the Effective Time) is made against such persons with respect to matters subject to indemnification under the provisions of the Merger Agreement described in this section on or prior to the sixth anniversary of the Effective Time, such provisions will continue in effect until the final disposition of such proceeding or investigation. Following the Effective Time, the indemnification agreements, if any, in existence on May 4, 2023 with any of the directors, officers or employees of Arconic or any its subsidiaries will be assumed by the Surviving Company, without any further action, and will continue in full force and effect in accordance with their terms.

For not less than six years from and after the Effective Time, the Surviving Company will, and Parent will cause the Surviving Company to, maintain for the benefit of the directors and officers of Arconic and its subsidiaries, as of May 4, 2023 and as of the Effective Time, an insurance and indemnification policy that provides coverage for events occurring at or prior to the Effective Time that is substantially equivalent to and in any event not less favorable in the aggregate than the existing policies of Arconic and its subsidiaries or, if substantially equivalent insurance coverage is unavailable, the best available coverage; provided that the Surviving Company will not be required to pay an annual premium for the insurance described in this paragraph in excess of 300% of the last annual premium paid prior to May 4, 2023, but in such case will purchase as much coverage as is available for such amount. The provisions of the immediately preceding sentence will be deemed to have been satisfied if prepaid policies have been obtained prior to the Effective Time (which Arconic will be permitted to purchase prior to the Effective Time, subject to the cap described in the preceding sentence), which policies provide such directors and officers with coverage for an aggregate period of at least six years from and after the Effective Time with respect to claims arising from facts or events that occurred on or prior to the Effective Time, including in respect of the transactions contemplated by the Merger Agreement. If such prepaid policies have been obtained prior to the Effective Time, the Surviving Company will, and Parent will cause the Surviving Company to, maintain such policies in full force and effect, and continue to honor the obligations thereunder.

In the event of any breach by the Surviving Company or Parent of the terms described in the provisions of the Merger Agreement described in this section, the Surviving Company will pay all reasonable expenses, including attorneys’ fees, that may be incurred by Covered Persons in enforcing the indemnity and other obligations described in this section as such fees are incurred, upon the written request of such Covered Person.

Parent has agreed to use its reasonable best efforts to take and to cause each of its subsidiaries to use their respective reasonable best efforts to take, or cause to be taken, all actions, and do, or cause to be done, all things necessary, proper or advisable to obtain the proceeds of the Financing in an amount sufficient to fund the Obligations on the date on which the Merger is required to be consummated pursuant to the terms of the Merger Agreement, including by using reasonable best efforts to:

In the event that all conditions contained in the Commitment Letters or the Definitive Agreements (other than the consummation of the Merger, those conditions that by their nature are to be satisfied at the Closing and those conditions the failure of which to be satisfied is attributable to a breach by Parent or Merger Sub of its representations, warranties, covenants or agreements contained in the Merger Agreement, and other than, with respect to the Debt Financing, the availability of the Equity Financing and, with respect to the Equity Financing, the availability of the Debt Financing) have been satisfied, Parent and Merger Sub have agreed to fully enforce the counterparties’ obligations under the Commitment Letters and cause the Equity Investors to, and to use reasonable best efforts to cause the Debt Financing Entities to, comply with their respective obligations thereunder, including to fund the Financing.

Parent and Merger Sub have agreed that they will not, and they will not permit any of their subsidiaries to, without the prior written consent of Arconic, (a) terminate or cause the termination of any Commitment Letter or any Definitive Agreement, or (b) permit, consent to or agree to any amendment, replacement, supplement, or modification to, or any waiver of, any provision or remedy under, any Commitment Letter or any Definitive Agreement if such amendment, replacement, supplement, modification, waiver or remedy:

Parent has further agreed to promptly deliver to Arconic copies of any amendment, replacement, supplement, termination, modification or waiver to the Commitment Letters and/or Definitive Agreements.

In the event that any portion of the Debt Financing required to pay the Obligations becomes unavailable, regardless of the reason therefor, Parent has agreed to (a) promptly notify Arconic in writing of such unavailability and the reason therefor and (b) use reasonable best efforts, and cause each of its subsidiaries to use their respective reasonable best efforts, to arrange and obtain, as promptly as practicable following the occurrence of such event, alternative financing for any such unavailable portion from the same or alternative sources (which we refer to as the “Alternative Financing”) in an amount sufficient, when taken together with the available portion of the Financing, to pay the Obligations, and which does not include any Prohibited Modifications.

Parent will provide Arconic with prompt written notice (a) of any actual breach, default, cancellation, termination or repudiation by any party to the Commitment Letters or any Definitive Agreement of which Parent becomes aware and (b) upon receipt of any written notice or other written communication from any Debt Financing Entity or Equity Investor or other financing source with respect to any actual or threatened breach, default, cancellation, termination or repudiation by any party to the Commitment Letters or any Definitive Agreement of any provision thereof. Parent will further keep Arconic informed on a reasonably current basis of the status of its efforts to consummate the Financing, including any Alternative Financing. Parent is not required to pay any fees or any interest rates applicable to the Debt Financing in excess of those contemplated by the Debt Commitment Letters (after giving effect to the “market flex” provisions), or agree to terms materially less favorable to Parent or Arconic than the terms contained in or contemplated by the Debt Commitment Letters as of May 4, 2023 (in either case, whether to secure waiver of any conditions contained therein or otherwise). Compliance by Parent with the provisions of the Merger Agreement described in this section will not relieve Parent of its obligations to consummate the transactions contemplated by the Merger Agreement whether or not the Financing or any Alternative Financing is available.

To the extent Parent obtains Alternative Financing or amends, replaces, supplements, modifies or waives any of the Commitment Letters or the Definitive Agreements, in each case pursuant to the provisions described in this section and without any Prohibited Modification, the aforementioned provisions will apply to such Alternative Financing, the financing sources and/or their related parties in respect thereof, the commitments thereunder and the agreements with respect thereto, or the Financing, as applicable, as so amended, replaced, supplemented, modified or waived.

Arconic has agreed to use its reasonable best efforts, and to use its reasonable best efforts to cause its subsidiaries to use their respective reasonable best efforts, and to use its reasonable best efforts to cause their respective representatives to use their reasonable best efforts, to provide customary cooperation in connection with the arrangement and implementation of the Debt Financing, to the extent reasonably requested by Parent in writing, including using reasonable best efforts to:

The foregoing notwithstanding, none of Arconic nor any of its subsidiaries or their respective representatives will be required to take or permit the taking of any action pursuant to this section or the section of this proxy statement titled “—Cooperation as to Certain Indebtedness” that could: