Arconic Postpones Annual Meeting Date

April 24, 2017

Announces Willingness to Nominate Two of Elliott’s Director Nominees in an Effort to Resolve the Proxy Contest

Arconic (NYSE: ARNC) today announced that it is postponing its 2017
Annual Meeting of Shareholders from May 16, 2017 to a date toward the
end of May 2017. The precise date, time and location of the Annual
Meeting will be announced at a later time.

During the past two weeks, Arconic has been engaged in extensive
discussions with Elliott Management Corporation in an effort to resolve
the pending proxy contest. The Arconic Board believes that a settlement
on reasonable terms could benefit all shareholders by putting an end to
this distracting proxy fight, so that the Company can focus on ensuring
a seamless leadership transition and on executing its strategic plan.
However, these discussions have not produced a settlement, as Elliott
has repeatedly demanded an ever-expanding litany of settlement terms.

As part of its efforts to achieve a reasonable compromise to enable the
Company to move forward, Arconic indicated in these settlement
discussions that it is willing to select two of Elliott’s director
nominees to join the Board. If two Elliott nominees are appointed to the
Board, there will be eight independent directors who have joined the
Board within the past 15 months, with five of the eight nominated by

The Board has reviewed the qualifications of Elliott’s nominees and, if
these nominees confirm by Wednesday, April 26, 2017 that they are
willing to be interviewed by Arconic and to be nominated by the Arconic
Board, the Board will promptly appoint the two nominees that it believes
will be most additive to the Board and will nominate them for election
at the Annual Meeting. If the Elliott nominees do not provide such
confirmation, the Board will consider other alternatives, including
nominating new independent director candidates identified through
Arconic’s ongoing director recruiting process.

Arconic will amend and supplement its proxy statement and WHITE proxy
card to reflect its revised slate of director nominees and provide
shareholders with additional information regarding the nominees and the
Annual Meeting. In light of the resignation of Klaus Kleinfeld, his
nomination for election at the Annual Meeting has been withdrawn, and
any votes for him previously submitted on a WHITE proxy card will be
disregarded. However, if any shareholders previously voted on a WHITE
proxy card and do not submit a new proxy card when the new proxy card
becomes available, their prior votes will be cast for the Board’s other
nominees – Amy E. Alving, David P. Hess, Ulrich Schmidt and Ratan N.
Tata – subject to any prior instructions the shareholder provided.

On April 24, 2017, the Board of Directors sent an e-mail to Paul Singer
of Elliott Management in reply to a letter Mr. Singer had transmitted to
the Board of Directors on April 23, 2017. A copy of each letter is set
forth below:

Dear Mr. Singer:

We were surprised by your letter of April 23, 2017, which appears to
reflect a misunderstanding as to where things stand on our settlement
discussions. Perhaps this is because, while your letter indicates that
your team has now walked you through the settlement documents, we had
been told by your representatives that you had been kept fully informed
of, and weighed in on, the progress of our discussions over the past two

Your letter sent yesterday seems to suggest that we are just one open
issue away from reaching an agreed resolution. But Arconic and Elliott
had already reached an agreement on terms – twice. First, we had a very
detailed understanding on April 16, 2017, until Elliott reneged (the
“First Agreement Reneged by Elliott”). Then, we spent several days in
further negotiations and reached a new, fully drafted agreement on April
20, 2017, which your team assured us that Elliott was prepared to sign –
until two days later, when Elliott again reneged (the “Second Agreement
Reneged by Elliott”).

The Operations Committee that you are now proposing was not a part of
either the First Agreement Reneged by Elliott or the Second Agreement
Reneged by Elliott. Furthermore, it reflects a fundamental gap between
Elliott’s self-serving agenda and the commitment of the Board of
Directors to good governance and proper Board functioning to protect the
interests of all shareholders.

We appreciate your offer of a good faith effort to reach a deal, and to
establish a productive working relationship. But after our experience
with the First Agreement Reneged by Elliott and the Second Agreement
Reneged by Elliott, we hope you can appreciate that we have real
skepticism about your firm’s sincerity.

As you know, the Board of Directors has been prepared to appoint two of
Elliott’s nominees – in addition to certain other concessions – in order
to reach a reasonable compromise after Elliott’s principal objective (a
CEO change) occurred. Your latest re-trade, adding your demand for a
never-agreed Operations Committee with two of the three members
designated by Elliott, in addition to your prior demand to designate
three of the five members of the CEO Search Committee, simply confirms
that Elliott is looking for a degree of control and micro-management
over the Company, and critical Board functions and process, that is far
in excess of what we believe is appropriate for a shareholder with a
13.2% stake in our common stock. In addition, we believe an Operations
Committee could serve as a deterrent to what we believe is our most
important task at hand – selecting a world-class CEO to be the next
leader of Arconic.

We would prefer to settle the proxy contest on reasonable terms
consistent with good governance, but we are not willing to agree to
inappropriate conditions that give you undue influence and that are not
in the best interests of all Arconic shareholders.

In an effort to move on from the distraction of the current proxy
contest as soon as possible, we are prepared to appoint two of Elliott’s
nominees to the Board and nominate them for election at the 2017 Annual
Meeting this week, if your candidates will confirm to us by Wednesday,
April 26, 2017, that they are willing to be added to Arconic’s slate of
nominees and will meet with us this week for interviews so that we can
determine the two candidates who we believe will be the most additive to
the Board.

Finally, we appreciate your statement that you are prepared to “overlook
this contest’s more personal elements.” As demonstrated by our actions
and public statement when we became aware of the unauthorized letter you
received from the Company’s former CEO, we feel that such personal
elements do not belong in this proxy contest. Having said that, we must
add that we do not believe your firm has chosen to rise above personal
attacks in this process – to the contrary, your elaborate “fight deck”
contains an extraordinary number of pages devoted to direct personal
attacks on the Company’s former CEO. We hope that, going forward, your
firm will focus on sound business arguments instead of personal
destruction in making its case to shareholders.


The Board of Directors of Arconic Inc.

Paul Singer’s letter to the Arconic Board of Directors on April 23, 2017:

April 23, 2017
Board of Directors
Arconic Inc.
390 Park
New York, NY 10022-4608

Dear Directors of Arconic Inc. (“Arconic” or the “Company”):

I wanted to reach out to you directly as I understand that we are close
to a deal. My team has walked me through the documents, and at this
juncture, I believe a settlement makes sense.

Let me say at the outset that while these processes are always
challenging, this one has been even more difficult than usual. Our
respective teams have committed significant resources to making our
cases, and in recent weeks things have taken a turn that no one could
have predicted. For my part, I am willing to overlook this contest’s
more personal elements in a good-faith effort to reach a deal.

However, given the former CEO’s abrupt departure, the presence of an
interim CEO, and the operational issues experienced by the Company
historically, I believe the agreement and press release need to signal
(and in fact provide for) greater Board involvement in the form of an
Operations Committee (the “Committee”). Many of you have been CEOs at
your organizations, so you understand as well as I do that the task
facing David Hess is a daunting one. The Operations Committee will give
David a measure of support and cover as he navigates this challenging
transition. In addition, the creation of this Committee will comfort the
Company’s shareholders, who are very focused on Arconic’s operations and
who have seen such committees work well at other companies.

With this letter, I have enclosed a new draft settlement agreement that
includes the Operations Committee, as well as a new draft press release
that includes the Committee and in all other respects simply discloses
to the public the relevant contents of the settlement agreement. If
there are no further changes, we are prepared to sign these documents

I hope that both sides will possess the wisdom not to let this
opportunity at a settlement evade our grasp. I will make myself and my
team available to meet with the Board at your convenience post-signing
so that we can establish a productive working relationship and begin the
process of moving forward.


Paul Singer

About Arconic

Arconic (NYSE: ARNC) creates breakthrough products that shape
industries. Working in close partnership with our customers, we solve
complex engineering challenges to transform the way we fly, drive, build
and power. Through the ingenuity of our people and cutting-edge advanced
manufacturing techniques, we deliver these products at a quality and
efficiency that ensures customer success and shareholder value. For more
Follow @arconic: Twitter,
and YouTube.

Forward–Looking Statements

This communication contains statements that relate to future events and
expectations and as such constitute forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements include those containing such words as
“anticipates,” “believes,” “could,” “estimates,” “expects,” “forecasts,”
“guidance,” “goal,” “intends,” “may,” “outlook,” “plans,” “projects,”
“seeks,” “sees,” “should,” “targets,” “will,” “would,” or other words of
similar meaning. All statements that reflect Arconic’s expectations,
assumptions or projections about the future, other than statements of
historical fact, are forward-looking statements, including, without
limitation, forecasts relating to the growth of end markets and
potential share gains; statements and guidance regarding future
financial results or operating performance; and statements about
Arconic’s strategies, outlook, business and financial prospects.
Forward-looking statements are not guarantees of future performance, and
it is possible that actual results may differ materially from those
indicated by these forward-looking statements due to a variety of risks
and uncertainties, including, but not limited to: (a) deterioration in
global economic and financial market conditions generally; (b)
unfavorable changes in the markets served by Arconic; (c) the inability
to achieve the level of revenue growth, cash generation, cost savings,
improvement in profitability and margins, fiscal discipline, or
strengthening of competitiveness and operations anticipated from
restructuring programs and productivity improvement, cash
sustainability, technology advancements, and other initiatives; (d)
changes in discount rates or investment returns on pension assets; (e)
Arconic’s inability to realize expected benefits, in each case as
planned and by targeted completion dates, from acquisitions,
divestitures, facility closures, curtailments, expansions, or joint
ventures; (f) the impact of cyber attacks and potential information
technology or data security breaches; (g) political, economic, and
regulatory risks in the countries in which Arconic operates or sells
products; (h) the outcome of contingencies, including legal proceedings,
government or regulatory investigations, and environmental remediation;
and (i) the other risk factors discussed in Arconic’s Form 10-K for the
year ended December 31, 2016, and other reports filed with the U.S.
Securities and Exchange Commission (SEC). Arconic disclaims any
obligation to update publicly any forward-looking statements, whether in
response to new information, future events or otherwise, except as
required by applicable law. Market projections are subject to the risks
discussed above and other risks in the market.

Investor Contact
Patricia Figueroa, 212-836-2758
Media Contact
Shona Sabnis, 212-836-2626