Independent Directors of Arconic Board Publish New Letter to Shareholders

March 2, 2017

The Independent Directors of the Arconic (NYSE: ARNC) Board published a
letter to all shareholders today. The full text of the letter follows.

To Fellow Arconic Shareholders:

Last month, affiliates of Elliott Management Corporation announced their
nomination of five director candidates to serve on Arconic’s Board of
Directors and proposed that Arconic’s Chairman and Chief Executive
Officer Klaus Kleinfeld should be replaced with a former Spirit
AeroSystems CEO named Larry Lawson.

It is very clear to us that Elliott’s campaign is not really about
changing Arconic’s Board composition, governance or strategic plan.
Instead, Elliott is asking Arconic’s shareholders to ignore the business
judgment of its 12 independent directors – who have unanimously
concluded that the best interests of Arconic and all Arconic
shareholders are served by the continued leadership of Mr. Kleinfeld –
and defer instead to the preferences of a hedge fund with no experience
operating Arconic’s business or navigating the challenges that Arconic
has faced. Elliott’s efforts are an attempt to assert undue influence
over a company’s board composition and leadership.

Arconic’s Board is uniquely positioned to evaluate Arconic’s current
strategic plan and management team and the validity of Elliott’s
arguments. All of the directors are independent (with the exception of
Mr. Kleinfeld), six of the twelve independent directors (seven including
David Hess, who has been appointed as a director, effective March 10,
2017) joined the Board since the beginning of last year, and three were
appointed at Elliott’s request. This is a Board that has been
substantially refreshed, asks tough questions and holds Arconic’s
management team accountable. The six directors that joined the Board
before last year were integrally involved in the strategic
transformation of Alcoa Inc. that culminated in the very successful
separation last year. All of the directors’ experience and access to
substantial non-public information have given them an in-depth, nuanced
understanding of Arconic as well as Mr. Kleinfeld’s leadership skills,
ability, dedication and personality. In addition to having both new
perspectives and seasoned experience, the Board has a tremendous amount
of CEO and senior-executive level experience across a range of relevant

The Board has taken Elliott’s criticisms very seriously and has engaged
in a thorough review of Arconic’s businesses, strategy and performance,
including Mr. Kleinfeld’s track record as its CEO. We remain convinced
that Arconic has the right strategy and that Klaus Kleinfeld is the CEO
who will make it successful.

Indeed, Elliott seriously underestimates the vision, discipline and
operational excellence that Mr. Kleinfeld brings to Arconic as CEO.
After he joined the company in 2008, we took a series of bold steps to
recover from the financial and aluminum crises, address a number of
inherited legacy issues, and transform the business into the Arconic and
Alcoa Corporation that exist today. Mr. Kleinfeld demonstrated adroit
leadership skills, strategic command and the ability to execute on a
complex series of transactions and initiatives.

The path we have pursued did not, and was not designed to, maximize our
short-term stock price or earnings – although that surely would have
made our lives easier. Instead, we have been focused on building the
foundation for Arconic – a company positioned to sustainably compete,
innovate, grow and serve our customers.

We believe our recent separation was essential for unlocking shareholder
value: Arconic has been unshackled from the aluminum price and is now
charting its own course with a plan to capitalize on its market-leading
positions, deep customer relationships and pipeline of innovation; while
Alcoa Corporation is prudently capitalized and has benefitted from years
of pruning overcapacity in our upstream portfolio and substantially
improving its cost curve positions.

We are very optimistic about our future. We believe that everyone who
has analyzed our business – including Elliott – cannot deny we have
succeeded in building an incredible value opportunity. Looking forward,
the Board and management team are committed to our three-year plan and
believe we have all the ingredients to readily achieve our goals. More
broadly, Arconic is just the latest chapter in the evolution of a
company that was founded in 1888 and has now been modernized for the

We believe this proxy fight boils down to a simple question: Do you
trust the judgment of Elliott, a hedge fund without the benefit of full
information and with no fiduciary duty to you or to any other Arconic
shareholder, or do you trust 12 experienced business executives who have
thoroughly reviewed Elliott’s assertions and unanimously support the
continued leadership of Mr. Kleinfeld. We encourage you to rely on the
judgment of the Arconic Board, which is independent, objective and
thoroughly dedicated to the interests of all Arconic shareholders.


The Independent Directors of Arconic Inc.:

Patricia F. Russo, Lead Independent Director         Amy E. Alving
Arthur D. Collins, Jr. Sean O. Mahoney
Rajiv L. Gupta John C. Plant
E. Stanley O’Neal Julie G. Richardson
L. Rafael Reif Martin S. Sorrell
Ulrich R. Schmidt Ratan N. Tata

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 the aerospace,
automotive, commercial transportation and other end markets; statements
and guidance regarding future financial results or operating
performance; statements about Arconic’s strategies, outlook, business
and financial prospects; and statements regarding potential share gains.
Forward-looking statements are not guarantees of future performance and
are subject to risks, uncertainties, and changes in circumstances that
are difficult to predict. Although Arconic believes that the
expectations reflected in any forward-looking statements are based on
reasonable assumptions, it can give no assurance that these expectations
will be attained and it is possible that actual results may differ
materially from those indicated by these forward-looking statements due
to a variety of risks and uncertainties. Such risks and uncertainties
include, but are not limited to: (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 impact of the separation on
the businesses of Arconic; (i) material adverse changes in aluminum
industry conditions, including fluctuations in London Metal
Exchange-based aluminum prices; (j) the impact of changes in foreign
currency exchange rates on costs and results; (k) the outcome of
contingencies, including legal proceedings, government or regulatory
investigations, and environmental remediation; and (l) 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.

Important Additional Information

Arconic Inc. (“Arconic”) intends to file a proxy statement and
associated WHITE proxy card with the Securities and Exchange Commission
(the “SEC”) in connection with the solicitation of proxies for Arconic’s
2017 Annual Meeting (the “Proxy Statement”). Arconic, its directors and
certain of its executive officers will be participants in the
solicitation of proxies from shareholders in respect of the 2017 Annual
Meeting. Information regarding the names of Arconic’s directors and
executive officers and their respective interests in Arconic by security
holdings or otherwise is set forth in Arconic’s Annual Report on Form
10-K, for the fiscal year ended December 31, 2016, and the proxy
statement of Alcoa Inc., which was Arconic’s former name, for the 2016
Annual Meeting, filed with the SEC on March 24, 2016. To the extent
holdings of such participants in Arconic’s securities are not reported,
or have changed since the amounts described, in the 2016 proxy
statement, such changes have been reflected on Initial Statements of
Beneficial Ownership on Form 3 or Statements of Change in Ownership on
Form 4 filed with the SEC. Details concerning the nominees of Arconic’s
Board of Directors for election at the 2017 Annual Meeting will be
included in the Proxy Statement. BEFORE MAKING ANY VOTING DECISION,
WILL CONTAIN IMPORTANT INFORMATION. Investors and shareholders will be
able to obtain a copy of the definitive proxy statement and other
documents filed by Arconic free of charge from the SEC’s website,
Arconic’s shareholders will also be able to obtain, without charge, a
copy of the definitive Proxy Statement and other relevant filed
documents by directing a request by mail to Arconic, Corporate
Secretary’s Office, 390 Park Avenue, New York, New York 10022-4608, by
calling Arconic’s proxy solicitor, Innisfree M&A Incorporated, toll-free
at 1-877-750-5836, or from Arconic’s website at

Arconic Inc.
Investor Contact:
Patricia Figueroa, 212-836-2758
Media Contact:
Shona Sabnis, 212-836-2626